0001140361-23-047407.txt : 20231006 0001140361-23-047407.hdr.sgml : 20231006 20231006162118 ACCESSION NUMBER: 0001140361-23-047407 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20231004 FILED AS OF DATE: 20231006 DATE AS OF CHANGE: 20231006 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: 231314455 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: 231314458 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: 231314450 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: 231314454 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 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: 231314453 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: 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: 231314452 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 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: 231314451 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: Halcyon Mount Bonnell Fund LP CENTRAL INDEX KEY: 0001713588 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 231314457 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: Halcyon Energy, Power & Infrastructure Capital Holdings LLC CENTRAL INDEX KEY: 0001713592 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 231314456 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 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 2023-10-04 0001612720 NextDecade Corp. NEXT 0001633312 Bardin Hill Investment Partners LP 299 PARK AVE., 24TH FLOOR NEW YORK NY 10171 true 0001713588 Halcyon Mount Bonnell Fund LP 299 PARK AVE., 24TH FLOOR NEW YORK NY 10171 true 0001713592 Halcyon Energy, Power & Infrastructure Capital Holdings LLC 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 false Common Stock, $ 0.0001 par value 2023-10-04 4 J 0 2980273 D 8228116 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). 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 is Part 1 of 2. See Exhibit 99.2 for Signatures 2023-10-06 EX-99.1 2 ef20011873_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):
October 4, 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 distribution of shares of the Issuer's Common Stock (the “Shares”) for no consideration to their investors in accordance with their respective organizational documents (the “Distributions”) as follows: 435,406 Shares directly held by HEPI and 2,544,867 Shares directly held by Mount Bonnell, representing all of the Shares held by each such Reporting Person. Pursuant to the Distributions, certain Shares that were previously indirectly beneficially owned by Master Fund, became directly held by Master Fund in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(4) Represents the Shares directly held following the Distributions as follows: 0 by HEPI; 1,538,882 by HDML; 6,117,325 by HCN; 836,592 by Master Fund; 0 by Mount Bonnell.

(5) 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 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 ef20011873_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):
October 4, 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 6, 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):
October 4, 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 6, 2023
Date

Page 2 of 12
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):
October 4, 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 6, 2023
Date

Page 3 of 12
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):
October 4, 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 6, 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):
October 4, 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 6, 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):
October 4, 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 6, 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):
October 4, 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 6, 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):
October 4, 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 6, 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):
October 4, 2023
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

/s/ Avinash Kripalani    
Name: Avinash Kripalani  

October 6, 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):
October 4, 2023
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

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

October 6, 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):
October 4, 2023
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

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

October 6, 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):
October 4, 2023
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:

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

October 6, 2023
Date


Page 12 of 12