0001140361-23-046388.txt : 20231002 0001140361-23-046388.hdr.sgml : 20231002 20231002172841 ACCESSION NUMBER: 0001140361-23-046388 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20230928 FILED AS OF DATE: 20231002 DATE AS OF CHANGE: 20231002 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: 231300826 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: 231300828 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: Desai Pratik CENTRAL INDEX KEY: 0001753460 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 231300825 MAIL ADDRESS: STREET 1: 477 MADISON AVENUE, 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: 231300827 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 X0508 4 2023-09-28 0001612720 NextDecade Corp. NEXT 0001633312 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 2023-09-28 4 S 0 400000 5.208 D 11679908 I See notes Common Stock, $ 0.0001 par value 2023-09-29 4 S 0 471519 5.131 D 11208389 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). 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). 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. This Form 4 is Part 2 of 2. See Exhibit 99.2 for Signatures 2023-10-02 EX-99.1 2 ef20011747_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):
September 28, 2023

Footnotes to Form 4

(1) This statement is being filed by the following Reporting Persons: Halcyon Mount Bonnell Fund LP (“Mount Bonnell”), Halcyon Energy, Power and Infrastructure Capital Holdings LLC (“HEPI”), 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, Mount Bonnell and the investment member of HDML. Bardin Hill is the investment manager for each of HCN, HDML, Mount Bonnell, 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) Represents the sale of shares of the Issuer's common stock (“Shares”) as follows: 27,473 by Mount Bonnell; 372,527 by HEPI.

(4) The Shares were sold within a range of $5.13 to $5.37, inclusive.

(5) The price represents the weighted average price of the Shares sold. The Reporting Persons undertake to provide, upon request by the SEC staff, the Issuer, or any security holder of the Issuer, information regarding the number of Shares sold at each separate price within the range.

(6) Represents the Shares of the Issuer's Common Stock directly held following the reported sales as follows: 874,540 by HEPI; 1,538,882 by HDML; 6,117,325 by HCN; 571,909 by Master Fund; and 2,577,252 by Mount Bonnell.

(7) Represents the sale of Shares as follows: 32,385 by Mount Bonnell; 439,134 by HEPI.

(8) The Shares were sold within a range of $5.09 to $5.23, inclusive.

(9) Represents the Shares directly held following the reported sales as follows: 435,406 by HEPI; 1,538,882 by HDML; 6,117,325 by HCN; 571,909 by Master Fund; and 2,544,867 by Mount Bonnell.

(10) The Reporting Persons disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities of the Issuer in excess of their respective pecuniary interests.


EX-99.2 3 ef20011747_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):
September 28, 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
    

October 2, 2023
Date

Page 1 of 12
Exhibit 99.2
Joint Filer Information

Name of Joint Filer:
Halcyon Mount Bonnell Fund 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):
September 28, 2023
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

Halcyon Mount Bonnell Fund LP
 
       
/s/ Suzanne McDermott
    
Name: Suzanne McDermott
 
Title: Chief Compliance Officer   
 
 
 
 
/s/ John Freese
    
Name: John Freese
    
Title: General Counsel    

October 2, 2023
Date

Page 2 of 12
Exhibit 99.2
Joint Filer Information

Name of Joint Filer:
Halcyon Energy, Power and Infrastructure Capital Holdings LLC
   
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):
September 28, 2023
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

Halcyon Energy, Power and Infrastructure Capital Holdings LLC
 
       
/s/ Suzanne McDermott
    
Name: Suzanne McDermott
 
Title: Chief Compliance Officer   
 
 
 
 
/s/ John Freese
    
Name: John Freese
    
Title: General Counsel    

October 2, 2023
Date
Page 3 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
 
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):
September 28, 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    

October 2, 2023
Date

Page 4 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
 
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):
September 28, 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    

October 2, 2023
Date

Page 5 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
 
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):
September 28, 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    

October 2, 2023
Date

Page 6 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
 
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):
September 28, 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    

October 2, 2023
Date

Page 7 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
 
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):
September 28, 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    

October 2, 2023
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
 
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):
September 28, 2023
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

/s/ Avinash Kripalani    
Name: Avinash Kripalani  

October 2, 2023
Date

Page 9 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
 
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):
September 28, 2023
   
Designated Filer:
Bardin Hill Investment Partners LP

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

October 2, 2023
Date

Page 10 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
 
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):
September 28, 2023
   
Designated Filer:
Bardin Hill Investment Partners  LP

Signature:

/s/Jason Dillow
    
Name: Jason Dillow  
Title:
Chief Investment Officer
October 2, 2023
Date

Page 11 of 12
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):
September 28, 2023
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:
/s/ Pratik Desai

 
Name: Pratik Desai  
Title: Portfolio Manager  

October 2, 2023
Date


Page 12 of 12