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.