0001140361-23-034643.txt : 20230714 0001140361-23-034643.hdr.sgml : 20230714 20230714172319 ACCESSION NUMBER: 0001140361-23-034643 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20230712 FILED AS OF DATE: 20230714 DATE AS OF CHANGE: 20230714 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Series of HDML Fund I, LLC CENTRAL INDEX KEY: 0001713553 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 231089866 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: 231089870 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: Kripalani Avinash CENTRAL INDEX KEY: 0001713540 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 231089864 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: 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: 231089868 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: 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: 231089869 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: Desai Pratik CENTRAL INDEX KEY: 0001753460 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 231089861 MAIL ADDRESS: STREET 1: 477 MADISON AVENUE, 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: 231089862 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: 231089865 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: 231089867 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 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: 231089863 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 X0407 4 2023-07-12 0001612720 NextDecade Corp. NEXT 0001633312 Bardin Hill Investment Partners LP 299 PARK AVE., 24TH FLOOR NEW YORK NY 10171 true 0001713551 HCN LP C/O BARDIN HILL INVESTMENT PARTNERS LP 299 PARK AVE., 24TH FLOOR NEW YORK NY 10171 true 0001713549 HCN GP LLC C/O BARDIN HILL INVESTMENT PARTNERS LP 299 PARK AVE., 24TH FLOOR NEW YORK NY 10171 true 0001720897 Bardin Hill Event-Driven Master Fund LP C/O BARDIN HILL INVESTMENT PARTNERS LP 299 PARK AVE., 24TH FLOOR NEW YORK NY 10171 true 0001713553 First Series of HDML Fund I, LLC C/O BARDIN HILL INVESTMENT PARTNERS LP 299 PARK AVE., 24TH FLOOR NEW YORK NY 10171 true 0001713583 Bardin Hill Fund GP LLC C/O BARDIN HILL INVESTMENT PARTNERS LP 299 PARK AVE., 24TH FLOOR NEW YORK NY 10171 true 0001713540 Kripalani Avinash C/O BARDIN HILL INVESTMENT PARTNERS LP 299 PARK AVE., 24TH FLOOR NEW YORK NY 10171 true 0001745466 Greene John Winand JR C/O BARDIN HILL INVESTMENT PARTNERS LP 299 PARK AVE., 24TH FLOOR NEW YORK NY 10171 true 0001713578 Dillow Jason C/O BARDIN HILL INVESTMENT PARTNERS LP 299 PARK AVE., 24TH FLOOR NEW YORK NY 10171 true 0001753460 Desai Pratik C/O BARDIN HILL INVESTMENT PARTNERS, LP 299 PARK AVENUE, 24TH FLOOR NEW YORK NY 10171 true false Common Stock, $ 0.0001 par value 2023-07-12 4 M 0 3040963 A 12610643 I See notes Series A Convertible Preferred Stock 2023-07-12 4 M 0 2980 D Common Stock, $ 0.0001 par value 596252 0 I See notes Series B Convertible Preferred Stock 2023-07-12 4 M 0 5484 D Common Stock, $ 0.0001 par value 1086234 0 I See notes Series C Convertible Preferred Stock 2023-07-12 4 M 0 3354 D Common Stock, $ 0.0001 par value 1358477 0 I See notes 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). Exhibit 99.1 (Footnotes) and Exhibit 99.2 (Joint Filer Information and Signatures) are incorporated herein by reference. This Form 4 is filed by Designated Filer Bardin Hill Investment Partners LP. See Exhibit 99.2 for Signatures 2023-07-14 EX-99.1 2 brhc20055878_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

Name and Address of Reporting Person:
Bardin Hill Investment Partners LP
 
299 Park Ave., 24th Floor
 
New York, NY 10171
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction to be Reported
(Month/Day/Year):
  
July 12, 2023

Footnotes to Form 4

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

(2) HCN GP is the general partner of HCN. Bardin Hill GP is the general partner of Master Fund, Halcyon Mount Bonnell Fund LP (“Mount Bonnell”) and the investment member of HDML. Bardin Hill is the investment manager for each of HCN, HDML, Mount Bonnell, Halcyon Energy, Power and Infrastructure Capital Holdings LLC (“HEPI”) and Master Fund. Investment decisions of Bardin Hill are made by one or more of its portfolio managers, including Jason Dillow, John Greene and Pratik Desai, each of whom has individual decision-making authority.  Avinash Kripalani is a Partner 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) As reported by the Issuer in its Form 8-K filed on July 12, 2023, the 851 shares of Series A and 3,334 shares of Series B Convertible Preferred Stock directly held by HDML, 1,863 shares of Series A, 1,859 shares of Series B and 3,051 shares of Series C Convertible Preferred Stock directly held by HCN, and 266 shares of Series A, 291 shares of Series B and 303 shares of Series C Convertible Preferred Stock directly held by Master Fund will automatically convert into shares of the Issuer’s common stock, $0.0001 par value per share (“Common Stock”) ten business days following the qualifying FID Event that occurred on July 12, 2023 (as defined in the Certificate of Designations for the Issuer’s Series A, Series B and Series C Convertible Preferred Stock) in accordance with the terms of the applicable Certificates of Designations (the “Mandatory Conversion”).

(5) The conversion price per share is $5.0021, $5.0494, and $2.4656 for the Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, respectively, as adjusted pursuant to the applicable Certificate of Designations. Upon the Mandatory Conversion, the Series A, Series B and Series C Convertible Preferred Stock will convert into 596,252, 1,086,234 and 1,358,477 shares of Common Stock, respectively, as follows: 830,491 to HDML; 1,976,601 to HCN; and 233,871 to Master Fund.

(6) Not applicable.

(7) Represents Common Stock held following the Mandatory Conversion as follows: 1,741,349 by HEPI; 1,538,882 by HDML; 6,117,325 by HCN; 571,909 by Master Fund; and 2,641,178 by Mount Bonnell.


Page 1 of 1
 EX-99.2 3 brhc20055878_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 Ave., 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):
  
July 12, 2023
   
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

July 14, 2023
Date

Page 1 of 10
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 Ave., 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):
  
July 12, 2023
   
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

July 14, 2023
Date

Page 2 of 10
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 Ave., 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):
  
July 12, 2023
   
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

July 14, 2023
Date

Page 3 of 10
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 Ave., 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):
  
July 12, 2023
   
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

July 14, 2023
Date

Page 4 of 10
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
 
299 Park Ave., 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):
  
July 12, 2023
   
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:
General Counsel

July 14, 2023
Date
 
Page 5 of 10
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 Ave., 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):
  
July 12, 2023
   
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

July 14, 2023
Date
 
Page 6 of 10
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 Ave., 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):
  
July 12, 2023
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

/s/ Avinash Kripalani
Name:
Avinash Kripalani

July 14, 2023
Date

Page 7 of 10
 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 Ave., 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):
  
July 12, 2023
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

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

July 14, 2023
Date
 
Page 8 of 10
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 Ave., 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):
  
July 12, 2023
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

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

July 14, 2023
Date

Page 9 of 10
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Pratik Desai
   
Address of Joint Filer:
c/o Bardin Hill Investment Partners LP
 
299 Park Ave., 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):
  
July 12, 2023
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

/s/ Pratik Desai
Name:
Pratik Desai
Title:
Portfolio Manager

July 14, 2023
Date


Page 10 of 10