DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 2, 2017

HARMONY MERGER CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-36842	46-5723951
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

777 Third Avenue, 37th Floor, New York, New York 10017

(Address of Principal Executive Offices) (Zip Code)

(212) 319-7676

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ☐

COMMENCING SHORTLY AFTER THE FILING OF THIS CURRENT REPORT ON FORM 8-K, HARMONY MERGER CORP. (“HARMONY”) INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING HARMONY’S SECURITIES, IN CONNECTION WITH THE PREVIOUSLY ANNOUNCED PROPOSED BUSINESS COMBINATION (THE “PROPOSED TRANSACTIONS”) WITH NEXTDECADE, LLC (“NEXTDECADE”), AS DESCRIBED IN THE CURRENT REPORT ON FORM 8-K FILED BY HARMONY ON APRIL 18, 2017. THIS CURRENT REPORT ON FORM 8-K, INCLUDING THE EXHIBIT HERETO, MAY BE DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.

HEIGHT SECURITIES, LLC (“HEIGHT”) IS NEXTDECADE’S ADVISOR IN CONNECTION WITH THE PROPOSED TRANSACTIONS AND WILL RECEIVE A FEE IN CONNECTION THEREWITH AT THE CLOSING OF THE PROPOSED TRANSACTIONS (THE “CLOSING”). ADDITIONALLY, CANTOR FITZGERALD & CO. (“CF&CO”) WAS THE MANAGING UNDERWRITER OF HARMONY’S INITIAL PUBLIC OFFERING (“IPO”) CONSUMMATED IN MARCH 2015 AND WILL RECEIVE DEFERRED UNDERWRITING COMMISSIONS AT THE CLOSING. HARMONY AND ITS DIRECTORS AND EXECUTIVE OFFICERS AND HEIGHT MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF HARMONY STOCKHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS (“SPECIAL MEETING”).

STOCKHOLDERS OF HARMONY AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, HARMONY’S PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT IN CONNECTION WITH HARMONY’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ HARMONY’S FINAL PROSPECTUS, DATED MARCH 23, 2015, AND HARMONY’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016 FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF HARMONY’S OFFICERS AND DIRECTORS AND OF CF&CO AND THEIR RESPECTIVE INTERESTS AS SECURITY HOLDERS IN THE SUCCESSFUL CONSUMMATION OF THE PROPOSED TRANSACTIONS. HARMONY’S DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS OF HARMONY AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSED TRANSACTIONS. SECURITYHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF SUCH DOCUMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: HARMONY MERGER CORP., 777 THIRD AVENUE, 37^TH FLOOR, NEW YORK, NEW YORK 10017. THESE DOCUMENTS, ONCE AVAILABLE, AND HARMONY’S IPO FINAL PROSPECTUS AND ANNUAL REPORT ON FORM 10-K CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (http://www.sec.gov). 

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ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS

This report and the exhibit hereto are not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactionS and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of HARMONY or NEXTDECADE, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

This report and the exhibit hereto include “forward-looking statements.” HARMONY’S AND NEXTDECADE’S actual results may differ from THEIR RESPECTIVE expectations, estimates and projections and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, HARMONY’S and NEXTDECADE’S expectations with respect to future performance; anticipated financial impacts of the PROPOSED TRANSACTIONS; approval of the PROPOSED transactions by STOCKholders; the satisfaction of the closing conditions to the PROPOSED transactions; and the timing of the completion of the PROPOSED transactions.

THERE ARE significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the parties’ control and difficult to predict. Factors that may cause such differences include: business conditions; weather and natural disasters; changing interpretations of GAAP; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments; requirements or changes adversely affecting the business in which NextDecade is engaged; fluctuations in customer demand; management of rapid growth; intensity of competition from other providers of liquefied natural gas (“LNG”) and related services; general economic conditions; geopolitical events and regulatory changes; and other factors set forth in Harmony’s filings with the Securities and Exchange Commission and available at www.sec.gov. Other factors include the possibility that the PROPOSED TRANSACTIONS do not close, including due to the failure to receive required STOCKholder approval, or the failure of other closing conditions.

The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is, AND MAY BE, contained in HARMONY’S filings with the SEC. All subsequent written and oral forward-looking statements concerning HARMONY and NEXTDECADE, the PROPOSED transactions or other matters and attributable to HARMONY and NEXTDECADE or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither HARMONY nor NEXTDECADE undertakeS or acceptS any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.

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Item 7.01 Regulation FD Disclosure.

On May 2, 2017, NextDecade, LLC issued a press release, a copy of which is being furnished with this Current Report on Form 8-K and is attached to this report as Exhibit 99.1.

This information furnished hereunder, including the related exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of Harmony, except as shall be expressly set forth by specific reference in such document.

Item 9.01 Financial Statements and Exhibits.

 
(d)       Exhibits:

Exhibit	Description
99.1	Press release dated May 2, 2017.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 2, 2017

HAROMONY MERGER CORP.
By:	/s/ Eric S. Rosenfeld
	Name: Eric S. Rosenfeld Title:   Chief Executive Officer

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EX-99.1

Exhibit 99.1

 

May 2, 2017

NextDecade Engages Societe Generale and Macquarie Capital

as Financial Advisors for Rio Grande LNG

THE WOODLANDS, Texas, USA (May 2, 2017) – NextDecade, LLC (“NextDecade”) announced today that it has appointed Societe Generale and Macquarie Capital to act as joint financial advisors in conjunction with the anticipated debt and equity financing for the construction of its Rio Grande LNG and Rio Bravo Pipeline projects.

“We are pleased to bring our expertise to NextDecade as they move towards their final investment decision,” said Brent Wahl, Senior Managing Director at Macquarie Capital. “NextDecade’s commitment to proven technology along with their strong industry and commercial relationships make Rio Grande an attractive LNG project.”

Societe Generale and Macquarie Capital have each played extensive roles advising and participating in debt and equity financing for large-scale infrastructure and liquefied natural gas (“LNG”) projects. To date, Societe Generale has acted as Joint Lead Arranger in the financing and development of all LNG projects that have been commissioned in North America. For two of these LNG Projects, Societe Generale acted as Sole Financial Advisor and assisted the sponsors in raising approximately $25 billion in capital. Globally, Societe Generale has worked on over 45 transactions in the LNG sector. Macquarie Capital is a global leader in infrastructure advisory with extensive experience in the LNG sector, including raising over $3 billion of equity and mezzanine financing on Freeport LNG (Trains 1 – 3) in Project Finance International’s 2014 Deal of the Year (Americas).

NextDecade CFO Ben Atkins said, “Societe Generale and Macquarie Capital’s combined experience and collaborative approach will help ensure that NextDecade optimizes its cost of capital and minimizes its execution risk.”

NextDecade submitted its pre-filing application for Rio Grande LNG with the U.S. Federal Energy Regulatory Commission in March 2015 and its formal application was submitted in May 2016. The Rio Grande LNG project is believed to be among the leaders of the second wave of U.S. LNG export projects and is being permitted for up to 6 liquefaction trains each with nominal output capacity of 4.5 million tons per annum (“MTPA”). In August 2016, NextDecade was granted authorization to export up to 27 MTPA of LNG for a 30-year term by the U.S. Department of Energy.

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On April 18, 2017, NextDecade announced that it had entered into a definitive merger agreement with Harmony Merger Corp. (NASDAQ: HRMN, HRMNU, and HRMNW) (“Harmony”). Harmony is a publicly traded special purpose acquisition company, whose objective is to take a company public via a reverse merger. The proposed merger, which was first announced on March 13, 2017, is expected to close late in the second quarter of 2017.

# # #

About NextDecade, LLC

NextDecade, based in The Woodlands, Texas, is a developer of LNG projects providing customers access to the full LNG value chain. Founded in 2010, NextDecade has a team of industry leaders with extensive experience in signing major LNG off-take deals, and developing and managing LNG, FLNG, and FSRU projects, as well as associated natural gas and electricity infrastructure around the world. For more information, please visit www.next-decade.com.

About Rio Grande LNG, LLC

Rio Grande LNG is a proposed LNG export facility at the Port of Brownsville, Texas. The project, planned for a 984-acre industrial site, and the associated Rio Bravo Pipeline are in the midst of the extensive Federal Energy Regulatory Commission (FERC) permitting process. To date, NextDecade has signed 30 mtpa of non-binding sales agreements for its Rio Grande LNG project and stands ready to offer flexible solutions to both customers and producers. For more information on the project, please visit www.riograndelng.com.

About Societe Generale

At the core of Societe Generale’s universal banking business model, the Corporate & Investment Bank is a well-diversified and leading player with approximately 12,000 professionals and a commercial offer in 37 countries. Headquartered in Europe, Societe Generale maintains offices in the Americas, Central and Eastern Europe, the Middle East, Africa, and the AsiaPacific region. Societe Generale supports its clients across various sectors, offering bespoke financial solutions combining innovation, advisory services and high execution quality in four areas of expertise: investment banking, financing, market activities and investor services.

About Macquarie Capital

Macquarie Group is a global provider of banking, financial advisory, investment and funds management services with over 14,000 professionals and operations in 28 countries. Macquarie Capital comprises Macquarie's corporate advisory, capital raising and principal investing capabilities with expertise spanning a variety of sectors. Macquarie Capital’s unrivalled global network of relationships and focus on sourcing intelligent, client-centered solutions has delivered exceptional results.

Macquarie Capital will lead the structuring and placement for the project finance equity in each of NextDecade’s Rio Grande LNG and Rio Bravo Pipeline projects. Macquarie acted as Financial Advisor and debt and equity arranger for Freeport LNG (Trains 1 – 3) raising approx. $US15 billion in total, including approx. $11 billion for the first two trains in the world’s largest non-recourse construction project financing in 2014, and approx. $US4.5 billion for Train 3 in 2015.

For more information:

NextDecade

Molly LeCronier (Ward CC)

+1 (713) 869 0707

MLeCronier@wardcc.com

CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of U.S. federal securities laws. The words “believe”, “expect”, “intend”, “plan”, “potential”, and similar expressions are intended to identify forward-looking statements, and these statements may relate to the merger transaction. These statements involve a number of known and unknown risks, which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements. These risks include uncertainties about NextDecade’s ability to complete the proposed merger with Harmony; the development of the Rio Grande LNG export project following completion of the proposed merger; and other matters discussed in the “Risk Factors” section of Harmony’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and any updates thereto in subsequent reports filed with the Securities and Exchange Commission (the “SEC”). The forward-looking statements in this press release speak as of the date of this release. Although NextDecade and/or Harmony may from time to time voluntarily update prior forward-looking statements, they disclaim any commitment to do so except as required by securities laws.

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IMPORTANT INFORMATION FOR STOCKHOLDERS

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. In connection with Harmony’s proposed Business Combination with NextDecade, Harmony intends to file with the SEC a definitive proxy statement. The definitive joint proxy statement for Harmony (if and when available) will be mailed to stockholders of Harmony. HARMONY STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.

Harmony stockholders will be able to obtain free copies of these documents (if and when available) and other documents containing important information about Harmony and NextDecade, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Harmony will be available free of charge on Harmony’s internet website at www.harmonymergercorp.com or by contacting Harmony using the contact information below. 

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