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Subsequent Events
6 Months Ended
Jun. 30, 2018
Subsequent Events  
Subsequent Events

Note 11 – Subsequent Events

Series A Convertible Preferred Stock Purchase Agreements

As previously disclosed, the Company commenced a private offering of convertible preferred equity and warrants (the “Series A Preferred Equity Offering”).  In connection with the Series A Preferred Equity Offering, on April 11, 2018, the Company entered into backstop commitment agreements, as amended on August 3, 2018 (as amended, the “Backstop Agreements”) with each of (i) York Capital Management Global Advisors, LLC, severally on behalf of certain funds or accounts managed by it or its affiliates (“York”), (ii) Valinor Management, L.P., severally on behalf of certain funds or accounts for which it is investment manager (“Valinor”), and (iii) Halcyon Capital Management LP, severally on behalf of certain funds or accounts managed by it or its affiliates (“Halcyon” and together with York and Valinor, the “Backstop Purchasers”).

On August 3, 2018, the Company entered into a Series A Convertible Preferred Stock Purchase Agreement (collectively, the “Backstop Purchase Agreements”) with each of the Backstop Purchasers, whereby the Company agreed to sell, and York, Valinor and Halcyon each agreed to purchase (the “Backstop Purchaser Offering”), in connection with and pursuant to the Backstop Agreements, approximately $9.9 million, $3.4 million and $1.7 million, respectively, in shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) (which include associated warrants).    Each Backstop Purchaser is a Company stockholder and, pursuant to that certain Agreement and Plan of Merger, dated as of April 17, 2017, by and among the Company, each Backstop Purchaser and/or one or more of its affiliates, and the other parties named therein, three individuals, two individuals, and one individual from York, Valinor, and Halcyon, respectively, were appointed to the Company’s board of directors (the “Board”). 

In connection with the closing of the Backstop Purchaser Offering, the Company and the Backstop Purchasers entered into a registration rights agreement that provides the Backstop Purchasers with demand and piggy-back registration rights covering shares of Company common stock and Series A Preferred Stock issued or to be issued under the Backstop Purchase Agreements and the Backstop Agreements.  Furthermore, pursuant to warrant agreements issued by the Company to the Backstop Purchasers, the Company issued warrants to the Backstop Parties.  The warrants represent the right to acquire approximately 21 basis points (0.21%) in the aggregate of the fully diluted shares of all outstanding shares of Company common stock on the exercise date with a strike price of $0.01 per shareThe warrants have a fixed three-year term that commenced on the closing of the issuance of the Series A Preferred Stock and the warrants may only be exercised at the expiration of such three-year term; however, the Company can force exercise of the warrants prior to expiration of such term if the volume weighted average trading price of shares of Company common stock for each trading day during any 60 of the prior 90 trading days is equal to or greater than $13.13 per share. The Backstop Purchaser Offering closed on August 9, 2018. 

Additionally, on August 3, 2018, the Company and HGC NEXT INV LLC (“HGC”) entered into a Series A Convertible Preferred Stock Purchase Agreement (the “HGC Purchase Agreement”).  Pursuant to the HGC Purchase Agreement, the Company agreed to sell, and HGC agreed to purchase (the “HGC Offering”), an aggregate of $35 million of shares of Series A Preferred Stock, together with associated warrants.   In connection with, and on the closing of, the HGC Offering, the Company and HGC will enter into a purchaser right agreement (the “Purchaser Rights Agreement”). Pursuant to the Purchaser Rights Agreement, the Company has granted HGC the right to appoint one person to serve on the Board and a right of first refusal to purchase up to an aggregate of $350 million of any equity or equity-linked securities (including, without limitation, preferred equity, combinations of equity and/or any other instruments or forms of equity capital) in connection with the financing of the development, construction, commissioning and/or operation of the Company’s Rio Grande LNG Project, in each case subject to certain exceptions. HGC may transfer such right of first refusal to an affiliate of HGC or Morgan Stanley Infrastructure, Inc. (or an affiliate thereof) without the Company’s consent or to one or more other third parties with the Company’s consent, subject to certain conditions.  The appointment of a person by HGC to the Board will result in an increase of the size of the Board from eleven members to twelve members. The HGC Offering is expected to close on or before August 30, 2018.