| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NextDecade Corp. [ NEXT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/09/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $ 0.0001 par value | 08/09/2018 | A | 56,908(2) | A | (2) | 63,483,900(3) | I | See footnotes(1)(4)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | $7.5(6) | 08/09/2018 | A | 10,142(7) | (9) | 08/09/2028 | Common Stock, $ 0.0001 par value | 1,352,267(8) | $1,000(7) | 10,142 | I | See footnotes(1)(4)(5) | |||
| Warrants | $0.01(10) | 08/09/2018 | A | 154,518(11) | (12) | 08/09/2021 | Common Stock, $ 0.0001 par value | 154,518(13) | (14) | 154,518 | I | See footnotes(1)(4)(5) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. See Exhibit 99.1 for text of footnote (1). |
| 2. See Exhibit 99.1 for text of footnote (2). |
| 3. See Exhibit 99.1 for text of footnote (3). |
| 4. See Exhibit 99.1 for text of footnote (4). |
| 5. See Exhibit 99.1 for text of footnote (5). |
| 6. See Exhibit 99.1 for text of footnote (6). |
| 7. See Exhibit 99.1 for text of footnote (7). |
| 8. See Exhibit 99.1 for text of footnote (8). |
| 9. See Exhibit 99.1 for text of footnote (9). |
| 10. See Exhibit 99.1 for text of footnote (10). |
| 11. See Exhibit 99.1 for text of footnote (11). |
| 12. See Exhibit 99.1 for text of footnote (12). |
| 13. See Exhibit 99.1 for text of footnote (13). |
| 14. See Exhibit 99.1 for text of footnote (14). |
| Remarks: |
| Exhibit 99.1 (Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than ten Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of ten Reporting Persons. Each Form 4 will be filed by Designated Filer York Capital Management Global Advisors LLC. |
| York Capital Management Global Advisors LLC By: /s/ Richard Swanson | 08/13/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99.1
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Name and Address of Reporting Person:
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York Capital Management Global Advisors LLC
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767 Fifth Avenue
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New York, NY 10153
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction to be Reported (Month/Day/Year):
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August 9, 2018
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Footnotes to Form 4
(1) This statement is being filed by the following Reporting Persons: York Capital Management Global Advisors LLC (“YGA”); York Capital Management,
L.P. (“York Capital”); York Credit Opportunities Fund, L.P. (“York Credit Opportunities”); York Credit Opportunities Investments Master Fund, L.P. (York Credit Opportunities Master”); York European Distressed Credit Fund II, L.P. (“York European
Fund”); York Multi-Strategy Master Fund, L.P. (“York Multi-Strategy”); Dinan Management, L.L.C. (“Dinan Management”); York Credit Opportunities Domestic Holdings, LLC (“York Credit Opportunities Domestic”); York European Distressed Credit Holdings
II, LLC (“York European Holdings”); Matthew Bonnano; David Magid; and William Vrattos.
(2) Represents 10,579 shares paid to York Capital, 13,453 shares paid to York Credit Opportunities, 14,456 shares paid to York Credit Opportunities
Master, 15,532 shares paid to York Multi-Strategy, and 2,888 shares paid to York European Fund, in each case, by the Issuer as the drawdown fee pursuant to that certain Backstop Agreement, dated April 11, 2018, by and between YGA and the Issuer, as
amended on August 3, 2018 (the “Backstop Agreement”) (filed by YGA as Exhibit 10.15 to Amendment No. 4 to Schedule 13D on August 13, 2018), entered into in connection with a private offering by the Issuer of Series A Preferred Stock (the “Series A
Convertible Preferred Stock”) and warrants.
(3) Represents 10,144,768 shares directly held by York Capital (including 903,792 shares issuable pursuant to that certain Agreement and Plan of
Merger, dated April 17, 2017, by and among Harmony Merger Corporation, Harmony Merger Sub, LLC, NextDecade, LLC and certain members of NextDecade, LLC and entities affiliated with such members (the “Merger Agreement”) upon the satisfaction of
certain milestones), 12,903,716 shares directly held by York Credit Opportunities (including 1,151,792 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 8,940,151 shares held directly held by York Select
Strategy Master Fund, L.P. (including 778,729 contingent shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 13,849,187 shares directly held by York Credit Opportunities Master (including 1,220,839 shares
issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 2,766,610 shares directly held by York European Fund (including 243,887 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain
milestones), and 14,879,467 shares directly held by York Multi-Strategy (including 1,311,664 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones).
(4) YGA is the sole managing member of: Dinan Management,
which in turn is the general partner of each of York Capital, York Credit Opportunities Master and York Multi-Strategy; Select Domestic Holdings, LLC, which in turn is the general partner of York Select Strategy Master Fund L.P.; York European
Holdings, which in turn is the general partner of York European Fund; and York Credit Opportunities Domestic, which in turn is the general partner of York Credit Opportunities. Mr. Bonnano is a Partner and Co-Head of North American Credit at York
Capital and director of the Issuer. Mr. Magid is a Research Analyst at York Capital and a director of the Issuer. Mr. Vrattos is a Partner and Co-Chief Investment Officer at York Capital and director of the Issuer.
(5) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of its or his pecuniary
interest.
(6) Subject to certain adjustments as specified in the Certificate of Designations, filed by YGA as Exhibit 10.16 to Amendment No. 4 to Schedule 13D
on August 13, 2018 (the “Certificate of Designations”).
(7) Represents 1,885 shares Series A Preferred Stock issued to York Capital (including 1,848 purchased for $1,000 per share and 37 paid as the
Origination Fee), 2,397 shares of Series A Preferred Stock issued to York Credit Opportunities (including 2,350 purchased for $1,000 per share and 47 paid as the Origination Fee), 2,577 shares of Series A Preferred Stock issued to York Credit
Opportunities Master (including 2,526 purchased for $1,000 per share and 51 paid as the Origination Fee), 2,768 shares of Series A Preferred Stock issued to York Multi-Strategy Master (including 2,714 purchased for $1,000 per share and 54 issued as
an Origination Fee), and 515 shares of Series A Preferred Stock issued to York European Fund (including 505 purchased for $1,000 per share and 10 paid as the Origination Fee), in each case, pursuant to that certain Series A Preferred Convertible
Stock Purchase Agreement, by and between YGA and the Issuer, dated as of August 3, 2018, filed by YGA as Exhibit 10.18 to Amendment No. 4 to Schedule 13D on August 13, 2018 (the “Purchase Agreement”), and in connection with the Backstop Agreement,
(8) Convertible initially into 1,352,267 shares of Common Stock, which represents: 251,333 shares issuable to York Capital upon conversion, 319,600
shares issuable to York Credit Opportunities upon conversion, 343,600 shares issuable to York Credit Opportunities Master upon conversion, 369,067 shares issuable to York Multi-Strategy upon conversion, and 68,667 shares issuable to York European
Fund upon conversion, in each case, subject to adjustments, including for dividends, as specified in the Certificate of Designations.
(9) The Issuer has the option to convert all, but not less than all shares of Series A Preferred Stock into shares of Common Stock at a conversion
price of $7.50 per share, subject to adjustments as specified in the Certificate of Designations, on any date on which the volume weighted average trading price of Common Stock for each trading day during any 60 of the prior 90 trading days is
equal to or greater than 175% of $7.50 per share, subject to adjustments and certain terms and conditions. The Issuer must convert all shares of Series A Preferred Stock into shares of Common Stock at a conversion price of $7.50, subject to
adjustments, on the earlier of (i) 10 business days following a FID Event (as defined in the Certificate of Designations) and (ii) August 9, 2028, in each case, subject to adjustments as specified in the Certificate of Designations.
(10) Subject to certain adjustments as specified in the Warrant Agreement, by and between YGA and the Issuer, filed by YGA as Exhibit 10.17 to
Amendment No. 4 to Schedule 13D on August 13, 2018 (the “Warrant Agreement”).
(11) Represents 28,724 warrants issued to York Capital; 36,528 warrants issued to York Credit Opportunities; 39,252 warrants issued to York Credit
Opportunities Master; 42,173 warrants issued to York Multi-Strategy; and 7,841 warrants issued to York European Fund; in each case, with the shares of Series A Preferred Stock pursuant to the Purchase Agreement and in connection with the Backstop
Agreement.
(12) Exercisable by holder before on August 9, 2021. Prior to such date, the Issuer can force mandatory exercise if the volume weighted average
trading price of shares of Common Stock for each trading day during any 60 of the 90 prior trading days is equal to or greater than 175% of $7.50 per share of Common Stock, subject to adjustments as specified in the Warrant Agreement.
(13) Exercisable initially into an equal number of shares of Common Stock, subject to adjustments as specified in the Warrant Agreement.
(14) The warrants were issued with the Series A Preferred Stock for no additional consideration.
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York Capital Management, L.P.
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Address of Joint Filer:
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director, 10% Owner
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
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York Capital Management, L.P.
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By: Dinan Management, L.L.C., its general partner
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/s/ Richard Swanson
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Name:
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Richard Swanson
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Title:
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General Counsel
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August 13, 2018
Date
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Dinan Management, L.L.C.
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Address of Joint Filer:
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c/o York Capital Management L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director, 10% Owner
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
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Dinan Management, L.L.C.
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/s/ Richard Swanson
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Name:
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Richard Swanson
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Title:
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General Counsel
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August 13 , 2018
DateExhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York Multi-Strategy Master Fund, L.P.
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Address of Joint Filer:
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c/o York Capital Management, L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director, 10% Owner
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
York Multi-Strategy Master Fund, L.P.
By: Dinan Management, its general partner
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/s/ Richard Swanson
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Name:
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Richard Swanson
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Title:
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General Counsel
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August 13 , 2018
Date
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York Credit Opportunities Fund, L.P.
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Address of Joint Filer:
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c/o York Capital Management, L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director, 10% Owner
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
York Credit Opportunities Fund, L.P.
By: York Credit Opportunities Domestic Holdings, LLC, its general partner
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/s/ Richard Swanson
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Name:
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Richard Swanson
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Title:
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General Counsel
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August 13 , 2018
Date
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York Credit Opportunities Investments Master Fund, L.P.
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Address of Joint Filer:
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c/o York Capital Management, L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director, 10% Owner
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
York Credit Opportunities Investments Master Fund, L.P.
By: York Credit Opportunities Domestic Holdings, LLC, its general partner
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/s/ Richard Swanson
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Name:
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Richard Swanson
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Title:
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General Counsel
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August 13 , 2018
Date
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York Credit Opportunities Domestic Holdings, LLC
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Address of Joint Filer:
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c/o York Capital Management, L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director, 10% Owner
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
York Credit Opportunities Domestic Holdings, LLC
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/s/ Richard Swanson
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Name:
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Richard Swanson
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Title:
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General Counsel
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August 13 , 2018
Date
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York European Distressed Credit Fund II, L.P.
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Address of Joint Filer:
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c/o York Capital Management, L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director, 10% Owner
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
York European Distressed Credit Fund II, L.P.
By: Dinan Management, L.L.C., its general partner
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/s/ Richard Swanson
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Name:
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Richard Swanson
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Title:
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General Counsel
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August 13 , 2018
Date
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York European Distressed Credit Holdings II, LLC
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Address of Joint Filer:
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c/o York Capital Management, L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director, 10% Owner
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
York European Distressed Credit Holdings II, LLC
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/s/ Richard Swanson
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Name:
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Richard Swanson
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Title:
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General Counsel
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August 13 , 2018
Date
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Matthew Bonanno
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Address of Joint Filer:
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c/o York Capital Management, L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
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/s/ Matthew Bonanno
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Name:
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Matthew Bonanno
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August 13 , 2018
Date
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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David Magid
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Address of Joint Filer:
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c/o York Capital Management, L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
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/s/ David Magid
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Name:
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David Magid
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August 13 , 2018
Date
Exhibit 99.2
Joint Filer
Information
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Name of Joint Filer:
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William Vrattos
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Address of Joint Filer:
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c/o York Capital Management, L.P.
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767 Fifth Avenue, 17th Floor
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New York, NY 10153
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required to be Reported (Month/Day/Year):
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August 9, 2018
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
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/s/ William Vrattos
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Name:
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William Vrattos
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August 13 , 2018
Date