0001140361-19-009593.txt : 20190521 0001140361-19-009593.hdr.sgml : 20190521 20190521215801 ACCESSION NUMBER: 0001140361-19-009593 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190517 FILED AS OF DATE: 20190521 DATE AS OF CHANGE: 20190521 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bardin Hill Investment Partners LP CENTRAL INDEX KEY: 0001633312 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 19843939 BUSINESS ADDRESS: STREET 1: 477 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.303.9400 MAIL ADDRESS: STREET 1: 477 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Halcyon Capital Management LP DATE OF NAME CHANGE: 20160323 FORMER NAME: FORMER CONFORMED NAME: Halcyon Management Holdings LP DATE OF NAME CHANGE: 20150210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dillow Jason CENTRAL INDEX KEY: 0001713578 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 19843940 MAIL ADDRESS: STREET 1: C/O HALCYON CAPITAL MANAGEMENT, LLC STREET 2: 477 MADISON AVE., 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Greene John Winand JR CENTRAL INDEX KEY: 0001745466 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 19843941 MAIL ADDRESS: STREET 1: 477 MADISON AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NextDecade Corp. CENTRAL INDEX KEY: 0001612720 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 465723951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 LOUISIANA STREET STREET 2: SUITE 3900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7135741880 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET STREET 2: SUITE 3900 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Harmony Merger Corp. DATE OF NAME CHANGE: 20140703 4 1 form4.xml FORM 4 X0306 4 2019-05-17 0001612720 NextDecade Corp. NEXT 0001633312 Bardin Hill Investment Partners LP 477 MADISON AVENUE, 8TH FLOOR NEW YORK NY 10022 true 0001713578 Dillow Jason C/O BARDIN HILL INVESTMENT PARTNERS LP 477 MADISON AVE., 8TH FLOOR NEW YORK NY 10022 true 0001745466 Greene John Winand JR C/O BARDIN HILL INVESTMENT PARTNERS LP 477 MADISON AVENUE, 8TH FLOOR NEW YORK NY 10022 true Director by Deputization Series B Convertible Preferred Stock 7.5 2019-05-17 4 A 0 3366 1000 A Common Stock, $ 0.0001 par value 448800 3366 I See Footnotes Series B Warrants 0.01 2019-05-17 4 A 0 60332 A Common Stock, $ 0.0001 par value 60332 60332 I See Footnotes See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). See Exhibit 99.1 for text of footnote (4). See Exhibit 99.1 for text of footnote (5). See Exhibit 99.1 for text of footnote (6). See Exhibit 99.1 for text of footnote (7). See Exhibit 99.1 for text of footnote (8). See Exhibit 99.1 for text of footnote (9). See Exhibit 99.1 for text of footnote (10). See Exhibit 99.1 for text of footnote (11). See Exhibit 99.1 for text of footnote (12). Exhibit 99.1 (Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than ten Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of ten Reporting Persons. This Form 4 is filed by Designated Filer Bardin Hill Investment Partners LP. Bardin Hill Investment Partners LP By: /s/ Suzanne McDermott Name: Suzanne McDermott Title: Chief Compliance Officer 2019-05-21 By: /s/ John Freese Name: John Freese Title: Deputy General Counsel 2019-05-21 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1

Name and Address of Reporting Person:
Bardin Hill Investment Partners, LP
 
477 Madison Avenue, Eighth Floor
 
New York, NY 10022
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction to be Reported
  
(Month/Day/Year):
May 17, 2019

Footnotes to Form 4

(1) This statement is being filed by the following Reporting Persons: HCN GP LLC (“HCN GP”), HCN LP (“HCN”), Halcyon Mount Bonnell Fund LP (“Mount Bonnell”), Bardin Hill Fund GP LLC (“Bardin Hill GP”), Bardin Hill Event-Driven Master Fund LP (“Master Fund”), Halcyon Energy, Power & Infrastructure Capital Holdings LLC (“HEPI”), First Series of HDML Fund I LLC (“HDML”), Bardin Hill Investment Partners LP (“Bardin Hill”), Avinash Kripalani, Jason Dillow, Kevah Konner and John Greene. Pratik Desai will report his indirect ownership of the Issuer’s securities on a Form 3 to be filed with the Securities and Exchange Commission.

(2) HCN GP is the general partner of HCN. Bardin Hill GP is the investment member of HDML and the general partner of Mount Bonnell and Master Fund.  Bardin Hill is the investment manager for each of HEPI, Mount Bonnell, HCN, HDML and Master Fund. Investment decisions of Bardin Hill are made by one or more of its portfolio managers, including Jason Dillow, Kevah Konner, John Greene and Pratik Desai, each of whom has individual decision-making authority.  Avinash Kripalani is a Managing Principal at Bardin Hill and serves on the board of directors of the Issuer as Bardin Hill’s representative.

(3) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of its, his or her pecuniary interest.

(4)  Represents 184 shares of Series B Convertible Preferred Stock (the “Series B Preferred Shares”) issuable to Master Fund (comprised of 180 purchased for $1,000 per share and 4 to be paid as the Origination Fee), 1,142 Series B Preferred Shares issuable to HCN (comprised of 1,120 purchased for $1,000 per share and 22 paid as the Origination  Fee) and 2,040 Series B Preferred Shares issuable to HDML (comprised of 200 purchased for $1,000 per share and 40 paid as the Origination Fee), in each case, pursuant to that certain Series B Convertible Preferred Stock Purchase Agreement, by and among Master Fund, HCN, HDML and the Issuer, dated as of May 17, 2019 (the “Series B Purchase Agreement”) filed by Bardin Hill as Exhibit 11 to Amendment No. 8 to Schedule 13D on or about May 21, 2019 (the “13D Amendment”).

(5) The Issuer has the option to convert all, but not less than all of the Series B Preferred Shares into shares of Common Stock at a conversion price of $7.50 per share, subject to adjustments, on any date on which the volume weighted average trading price of Common Stock for each trading day during any 60 of the prior 90 trading days is equal to or greater than 175% of $7.50 per share, subject to adjustments and certain terms and conditions, pursuant to the Certificate of Designations, filed by the Issuer as Exhibit 3.4 to the Quarterly Report on Form 10-Q filed by the Issuer on November 9, 2018 (the “Certificate of Designations”).  The Issuer must convert all Series B Preferred Shares into shares of Common Stock at a conversion price of $7.50 on the earlier of (i) 10) business days following a FID Event (as defined in the Certificate of Designations) and (ii) the 10 year anniversary of the closing date under the Series B Purchase Agreement (the “Closing Date”), in each case, subject to adjustments, including for dividends, as specified in the Certificate of Designations.

(6)  Subject to certain adjustments as specified in the Certificate of Designations.

(7) Convertible initially into 448,800 shares of Common Stock, which represents: 24,533 shares issuable to Master Fund upon conversion, 152,267 shares issuable to HCN upon conversion, and 272,000 shares issuable to HDML upon conversion, in each case, subject to adjustments as specified in the Certificate of Designations.

Page 1 of 2
(8) Subject to certain adjustments as specified in the Series B Warrant Agreement contemplated by the Series B Purchase Agreement (the “Series B Warrant Agreement”), filed by Bardin Hill as Exhibit 13 to the 13D Amendment.

(9) Represents 3,770 warrants issuable to Master Fund; 20,111 warrants issuable to HCN; and 36,451 warrants issuable to HDML, in each case, with the Series B Preferred Shares pursuant to the Series B Purchase Agreement.

(10) Exercisable by holder before 5 p.m. Central Standard time on the third anniversary of the Closing Date.  Prior to such date, the Issuer can force mandatory exercise if the volume weighted average trading price of shares of Common Stock for each trading day during any 60 of the 90 prior trading days is equal to or greater than 175% of $7.50 per share of Common Stock, subject to adjustments as specified in the Series B Warrant Agreement.

(11) Exercisable initially into an equal number of shares of Common Stock, subject to adjustments as specified in the Series B Warrant Agreement.

(12) The warrants are issuable with the Series B Preferred Shares for no additional consideration.


Page 2 of 2
 EX-99.2 3 ex99_2.htm EXHIBIT 99.2
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Bardin Hill Investment Partners LP
   
Address of Joint Filer:
477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required
  
to be Reported (Month/Day/Year):
May 17, 2019
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

Bardin Hill Investment Partners LP
 
/s/ Suzanne McDermott
  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer
  
/s/ John Freese
  
Name:
John Freese
Title:
Deputy General Counsel
 
May 21, 2019
Date

Page 1 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
HCN LP
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP

477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required
  
to be Reported (Month/Day/Year):
May 17, 2019
   
Designated Filer: Bardin Hill Investment Partners LP


Signature:

HCN LP
By:
Bardin Hill Investment Partners LP, its Manager
 
/s/ Suzanne McDermott
  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer
   
/s/ John Freese
  
Name:
John Freese
Title:
Deputy General Counsel
   
May 21, 2019
Date

Page 2 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
HCN GP LLC
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP
 
477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required
  
to be Reported (Month/Day/Year):
May 17, 2019
   
Designated Filer: Bardin Hill Investment Partners LP

Signature:

HCN GP LLC
 
/s/ Suzanne McDermott
  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer
 
/s/ John Freese
  
Name:
John Freese
Title:
Deputy General Counsel
   
May 21, 2019
Date

Page 3 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Halcyon Mount Bonnell Fund LP
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP

477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required
  
to be Reported (Month/Day/Year):
May 17, 2019
   
Designated Filer:
Bardin Hill Investment Partners LP
   
Signature:

Halcyon Mount Bonnell Fund LP
By:
Bardin Hill Investment Partners LP, its Manager

/s/ Suzanne McDermott
  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer
   
/s/ John Freese
  
Name:
John Freese
Title:
Deputy General Counsel
   
May 21, 2019
Date

Page 4 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Bardin Hill Event-Driven Master Fund LP
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP
 
477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required
  
to be Reported (Month/Day/Year):
May 17, 2019
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

Bardin Hill Event-Driven Master Fund LP
By:
Bardin Hill Investment Partners LP, its Manager
  
/s/ Suzanne McDermott
  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer
  
/s/ John Freese
  
Name:
John Freese
Title:
Deputy General Counsel
   
May 21, 2019
Date

Page 5 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Bardin Hill Fund GP LLC
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP
 
477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required
  
to be Reported (Month/Day/Year):
May 17, 2019
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

Bardin Hill Fund GP LLC
  
/s/ Suzanne McDermott
  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer
  
/s/ John Freese
  
Name:
John Freese
Title:
Deputy General Counsel
   
May 21, 2019
Date

Page 6 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Halcyon Energy, Power & Infrastructure Capital Holdings LLC
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP

477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required
  
to be Reported (Month/Day/Year):
May 17, 2019
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

Halcyon Energy, Power & Infrastructure Capital Holdings LLC
By:
Bardin Hill Investment Partners LP, its Manager
 
/s/ Suzanne McDermott
  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer
  
/s/ John Freese
  
Name:
John Freese
Title:
Deputy General Counsel
 
 
May 21, 2019
Date

Page 7 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
First Series of HDML Fund I LLC
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP
 
477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required
  
to be Reported (Month/Day/Year):
May 17, 2019
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

First Series of HDML Fund I LLC
By:
Bardin Hill Investment Partners LP, its Manager
  
/s/ Suzanne McDermott
  
Name:
Suzanne McDermott
Title:
Chief Compliance Officer
  
/s/ John Freese
  
Name:
John Freese
Title:
Deputy General Counsel
   
May 21, 2019
Date

Page 8 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Avinash Kripalani
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP
 
477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required
  
to be Reported (Month/Day/Year):
May 17, 2019
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

/s/ Avinash Kripalani
  
Name:
Avinash Kripalani
   
May 21, 2019
Date

Page 9 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Kevah Konner
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP
 
477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required
  
to be Reported (Month/Day/Year):
May 17, 2019
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

/s/ Kevah Konner
  
Name:
Kevah Konner
Title:
Portfolio Manager
   
May 21, 2019
Date

Page 10 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
John Greene
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP
 
477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required
  
to be Reported (Month/Day/Year):
May 17, 2019
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

/s/ John Greene
  
Name:
John Greene
Title:
Portfolio Manager
   
May 21, 2019
Date

Page 11 of 12
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Jason Dillow
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP
 
477 Madison Avenue, 8th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required
  
to be Reported (Month/Day/Year):
May 17, 2019
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

/s/ Jason Dillow
  
Name:
Jason Dillow
Title:
Chief Investment Officer
  
May 21, 2019
Date


Page 12 of 12