0001140361-24-015302.txt : 20240326 0001140361-24-015302.hdr.sgml : 20240326 20240326164827 ACCESSION NUMBER: 0001140361-24-015302 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20240322 FILED AS OF DATE: 20240326 DATE AS OF CHANGE: 20240326 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Series of HDML Fund I, LLC CENTRAL INDEX KEY: 0001713553 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 24784334 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 24784338 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 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 24784332 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 24784336 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 24784337 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 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 24784329 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 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 24784330 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 24784333 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 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 24784335 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 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 24784331 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] ORGANIZATION NAME: 01 Energy & Transportation 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 X0508 4 2024-03-22 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 2024-03-22 4 M 0 91227 A 8584026 I See notes Common Stock, $ 0.0001 par value 2024-03-22 4 F 0 165 D 8583861 I See notes Series C Warrants 0.01 2024-03-22 4 M 0 91227 D 2024-03-22 2024-03-22 Common Stock, $ 0.0001 par value 91227 0 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). 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 2024-03-26 EX-99.1 2 ef20025096_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):
March 22, 2024

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 and the investment member of HDML. Bardin Hill is the investment manager for each of HCN, HDML 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)  On March 22, 2024, Bardin Hill exercised on a cashless basis Series C Warrants to purchase 91,227 shares of the Issuer’s common stock on behalf of certain of the Reporting Persons for $0.01 per share in accordance with the Series C Warrant Agreement entered into in connection with the issuance of the Series C Warrants on March 22, 2021. The Issuer withheld 165 shares representing the aggregate exercise price and issued the remaining 91,062 shares as follows: 82,597 to HCN; and 8,465 to Master Fund.
(5) Represents shares held following the reported transactions as follows: 1,538,882 by HDML; 6,199,922 by HCN; and 845,057 by Master Fund.

EX-99.2 3 ef20025096_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):
March 22, 2024
   

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

3/26/2024
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):
March 22, 2024
   
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

3/26/2024
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):
March 22, 2024
   
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

3/26/2024
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):
March 22, 2024
   
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
  

3/26/2024
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):
March 22, 2024
   
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
  

3/26/2024
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):
March 22, 2024
   
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

3/26/2024
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):
March 22, 2024
   
Designated Filer:
Bardin Hill Investment Partners LP

Signature:
/s/ Avinash Kripalani
Name:
Avinash Kripalani

3/26/2024
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):
March 22, 2024
   
Designated Filer:
Bardin Hill Investment Partners LP

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

3/26/2024
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):
March 22, 2024
   
Designated Filer:
Bardin Hill Investment Partners LP

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

3/26/2024
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):
March 22, 2024
   
Designated Filer:
Bardin Hill Investment Partners LP

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

3/26/2024
Date


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