0001140361-21-009385.txt : 20210319 0001140361-21-009385.hdr.sgml : 20210319 20210319190247 ACCESSION NUMBER: 0001140361-21-009385 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20210317 FILED AS OF DATE: 20210319 DATE AS OF CHANGE: 20210319 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HCN GP LLC CENTRAL INDEX KEY: 0001713549 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 21759490 BUSINESS ADDRESS: STREET 1: C/O HALCYON CAPITAL MANAGEMENT, LLC STREET 2: 477 MADISON AVE., 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-303-9400 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: 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: 21759492 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212.303.9400 MAIL ADDRESS: STREET 1: 299 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10171 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: Konner Kevah CENTRAL INDEX KEY: 0001713538 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 21759486 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: Kripalani Avinash CENTRAL INDEX KEY: 0001713540 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 21759487 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: 21759485 MAIL ADDRESS: STREET 1: 477 MADISON AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HCN LP CENTRAL INDEX KEY: 0001713551 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 21759491 BUSINESS ADDRESS: STREET 1: C/O HALCYON CAPITAL MANAGEMENT, LLC STREET 2: 477 MADISON AVE., 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-303-9400 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: Dillow Jason CENTRAL INDEX KEY: 0001713578 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 21759484 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: Bardin Hill Fund GP LLC CENTRAL INDEX KEY: 0001713583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 21759488 BUSINESS ADDRESS: STREET 1: C/O BARDIN HILL INVESTMENT PARTNERS LP STREET 2: 477 MADISON AVE., 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-303-9400 MAIL ADDRESS: STREET 1: C/O BARDIN HILL INVESTMENT PARTNERS LP STREET 2: 477 MADISON AVE., 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: HDML Assets LLC DATE OF NAME CHANGE: 20170801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bardin Hill Event-Driven Master Fund LP CENTRAL INDEX KEY: 0001720897 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 21759489 BUSINESS ADDRESS: STREET 1: C/O BARDIN HILL INVESTMENT PARTNERS LP STREET 2: 477 MADISON AVE., 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-303-9400 MAIL ADDRESS: STREET 1: C/O BARDIN HILL INVESTMENT PARTNERS LP STREET 2: 477 MADISON AVE., 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Halcyon Solutions Master Fund LP DATE OF NAME CHANGE: 20171026 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 2021-03-17 0001612720 NextDecade Corp. NEXT 0001633312 Bardin Hill Investment Partners LP 299 PARK AVENUE, 24TH FLOOR NEW YORK NY 10171 true 0001713551 HCN LP C/O BARDIN HILL INVESTMENT PARTNERS LP 299 PARK AVENUE, 24TH FLOOR NEW YORK NY 10171 true 0001713549 HCN GP LLC C/O BARDIN HILL INVESTMENT PARTNERS LP 299 PARK AVENUE, 24TH FLOOR NEW YORK NY 10171 true 0001720897 Bardin Hill Event-Driven Master Fund LP C/O BARDIN HILL INVESTMENT PARTNERS LP 299 PARK AVENUE, 24TH FLOOR NEW YORK NY 10171 true 0001713583 Bardin Hill Fund GP LLC C/O BARDIN HILL INVESTMENT PARTNERS LP 299 PARK AVENUE, 24TH FLOOR NEW YORK NY 10171 true 0001713540 Kripalani Avinash C/O BARDIN HILL INVESTMENT PARTNERS LP 299 PARK AVENUE, 24TH FLOOR NEW YORK NY 10171 true 0001713538 Konner Kevah C/O BARDIN HILL INVESTMENT PARTNERS LP 299 PARK AVENUE, 24TH FLOOR NEW YORK NY 10171 true 0001745466 Greene John Winand JR C/O BARDIN HILL INVESTMENT PARTNERS LP 299 PARK AVENUE, 24TH FLOOR NEW YORK NY 10171 true 0001713578 Dillow Jason C/O BARDIN HILL INVESTMENT PARTNERS LP 299 PARK AVENUE, 24TH FLOOR NEW YORK NY 10171 true Series C Convertible Preferred Stock 7.5 2021-03-17 4 A 0 2550 1000 A Common Stock, $ 0.0001 par value 866556 2550 I See Footnotes Series C Warrants 0.01 2021-03-17 4 A 0 53027 A Common Stock, $ 0.0001 par value 53027 53027 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 filed by Designated Filer Bardin Hill Investment Partners LP. See Exhibit 99.2 for Signatures 2021-03-19 EX-99.1 2 brhc10022043_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):
March 17, 2021

Footnotes to Form 4

(1) This statement is being filed by the following Reporting Persons: HCN GP LLC (“HCN GP”), HCN LP (“HCN”), Bardin Hill Fund GP LLC (“Bardin Hill GP”), Bardin Hill Event-Driven Master Fund LP (“Master Fund”), Bardin Hill Investment Partners LP (“Bardin Hill”), Avinash Kripalani, Jason Dillow, Kevah Konner, John Greene and Pratik Desai.

(2) HCN GP is the general partner of HCN. Bardin Hill GP is the general partner of Master Fund.  Bardin Hill is the investment manager for each of HCN 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 234 shares of Series C Convertible Preferred Stock (the “Series C Preferred Shares”) issuable to Master Fund (comprised of 229 purchased for $1,000 per share and 5 to be paid as the Origination Fee) and 2,316 Series C Preferred Shares issuable to HCN (comprised of 2,271 purchased for $1,000 per share and 45 paid as the Origination  Fee), in each case, pursuant to that certain Series C Convertible Preferred Stock Purchase Agreement, by and among Master Fund, HCN and the Issuer, dated as of March 17, 2021 (the “Series C Purchase Agreement”) filed by Bardin Hill as Exhibit 25 to Amendment No. 10 to Schedule 13D on or about March 19, 2021.

(5) The Issuer has the option to convert all, but not less than all of the Series C Preferred Shares into shares of Common Stock at a conversion price of $2.9632 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 the applicable conversion price, subject to adjustments and certain terms and conditions, pursuant to the Certificate of Designations, filed by the Issuer as Exhibit 3.1 to the Current Report on Form 8-K filed on March 17, 2021 (the “Certificate of Designations”).  The Issuer must convert all Series C Preferred Shares into shares of Common Stock at a conversion price of $2.9632 on the earlier of (i) 10 business days following a FID Event (as defined in the Series C Certificate of Designations) and (ii) the 10 year anniversary of the closing date under the Series C 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 866,556 shares of Common Stock, which represents: 78,968 shares issuable to Master Fund upon conversion and 781,587 shares issuable to HCN upon conversion, in each case, subject to adjustments as specified in the Certificate of Designations.

(8) Subject to certain adjustments as specified in the Series C Warrant Agreement contemplated by the Series C Purchase Agreement (the “Series C Warrant Agreement”), filed by the Issuer as Exhibit 4.1 to the Current Report on Form 8-K filed on March 17, 2021.

(9) Represents 4,929 warrants issuable to Master Fund and 48,098 warrants issuable to HCN, in each case, with the Series C Preferred Shares pursuant to the Series C 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 the conversion price of the Issuer’s Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, in each case, subject to adjustments as specified in the Series C Warrant Agreement.

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

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


 EX-99.2 3 brhc10022043_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:
299 Park Avenue, 24th Floor
 
New York, NY 10171
   
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):
March 17, 2021
   
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:
General Counsel
  
     
March 19, 2021
  
Date
  

Page 1 of 9
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
HCN LP
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP
 
299 Park Avenue, 24th Floor
 
New York, NY 10171
   
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):
March 17, 2021
   
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:
General Counsel
  
     
March 19, 2021
  
Date
  

Page 2 of 9
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
HCN GP LLC
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP
 
299 Park Avenue, 24th Floor
 
New York, NY 10171
   
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):
March 17, 2021
   
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:
General Counsel
  
     
March 19, 2021
  
Date
  

Page 3 of 9
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
 
299 Park Avenue, 24th Floor
 
New York, NY 10171
   
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):
March 17, 2021
   
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:
General Counsel
  
     
March 19, 2021
  
Date
  

Page 4 of 9
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
 
299 Park Avenue, 24th Floor
 
New York, NY 10171
   
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):
March 17, 2021
   
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:
General Counsel
  
     
March 19, 2021
  
Date
  

Page 5 of 9
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Avinash Kripalani
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP
 
299 Park Avenue, 24th Floor
 
New York, NY 10171
   
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):
March 17, 2021
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

/s/ Avinash Kripalani
  
Name:
Avinash Kripalani
  
     
March 19, 2021
  
Date
  

Page 6 of 9
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Kevah Konner
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP
 
299 Park Avenue, 24th Floor
 
New York, NY 10171
   
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):
March 17, 2021
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

/s/ Kevah Konner
  
Name:
Kevah Konner
  
Title:
Portfolio Manager
  

March 19, 2021
Date
 
Page 7 of 9
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
John Greene
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP
 
299 Park Avenue, 24th Floor
 
New York, NY 10171
   
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):
March 17, 2021
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

/s/ John Greene
  
Name:
John Greene
  
Title:
Portfolio Manager
  

March 19, 2021
Date
 
Page 8 of 9
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Jason Dillow
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP
 
299 Park Avenue, 24th Floor
 
New York, NY 10171
   
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):
March 17, 2021
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

/s/ Jason Dillow
  
Name:
Jason Dillow
  
Title:
Chief Investment Officer
  

March 19, 2021
Date


Page 9 of 9