NextDecade Corporation
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(Name of Issuer)
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Common Stock, par value $0.0001 per share
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(Title of class of securities)
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65342K105
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(CUSIP number)
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(Name, address and telephone number of person authorized to receive notices and communications)
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March 10, 2023
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(Date of event which requires filing of this statement)
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Schedule 13D
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CUSIP No. 65342K105
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1
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NAMES OF REPORTING PERSONS
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York Capital Management Global Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 (see Item 5)
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8
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SHARED VOTING POWER
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64,329,977 (see Item 5)
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9
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SOLE DISPOSITIVE POWER
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0 (see Item 5)
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10
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SHARED DISPOSITIVE POWER
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64,329,977 (see Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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64,329,977 (see Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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40.10% (see Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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Item 2. |
Identity and Background.
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6,664,220 Shares beneficially owned directly by York Capital Management, L.P., a Delaware limited partnership (“York Capital”), comprised of 5,705,260 Shares and 958,960 Shares issuable upon (i) the conversion of 3,169 shares of the
Issuer’s Series A Convertible Preferred Stock, pursuant to the Certificate of Designations, dated August 9, 2018 (the “Series A Certificate of Designations” and such shares, the “Series A Preferred Shares”), (ii) the conversion of 1,081
shares of the Issuer’s Series C Convertible Preferred Stock, pursuant to the Certificate of Designations, dated March 17, 2021 (the “Series C Certificate of Designations” and such shares, the “Series C Preferred Shares”) and (iii) exercise of
17,924 warrants, pursuant to the Series C Warrant Agreement, by and between the Issuer and YGA, dated March 17, 2021 (the “Series C Warrants”);
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8,161,422 Shares beneficially owned directly by York Select Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Select Strategy”);
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14,109,408 Shares beneficially owned directly by York Credit Opportunities Fund, L.P., a Delaware limited partnership (“York Credit Opportunities”), comprised of 11,751,923 Shares and 1,355,026 Shares issuable upon (i) conversion of 4,331
Series A Preferred Shares, (ii) conversion of 1,758 Series C Preferred Shares and (iii) exercise of 29,874 Series C Warrants;
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14,109,408 Shares beneficially owned directly by York Credit Opportunities Investments Master Fund, L.P., a Cayman limited partnership (“York Credit Opportunities Master”), comprised of 12,628,348 Shares and 1,481,060 Shares issuable upon
(i) conversion of 4,331 Series A Preferred Shares, (ii) conversion of 1,956 Series C Preferred Shares and (iii) exercise of 34,356 Series C Warrants;
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3,455,058 Shares beneficially owned directly by York European Distressed Credit Fund II, L.P., a Delaware limited partnership (“York European Fund”), comprised of 2,522,723 Shares and 932,335 Shares issuable upon (i) conversion of 770
Series A Preferred Shares, (ii) the conversion of 2,235 Series C Preferred Shares and (iii) exercise of 41,824 Series C Warrants;
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15,081,510 Shares beneficially owned directly by York Multi-Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Multi-Strategy”), comprised of 13,567,803 Shares and 1,513,707 Shares issuable upon (i) conversion
of 5,540 Series A Preferred Shares, (ii) conversion of 1,427 Series C Preferred Shares and (iii) exercise of 23,899 Series C Warrants;
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1,250,158 Shares beneficially owned directly by York Tactical Energy Fund L.P., a Delaware limited partnership (“York Tactical”), comprised of 41,488 Shares following the exercise of the Series B Warrants and 1,208,670 Shares issuable upon
(i) conversion of 2,598 Series B Preferred Shares, (ii) conversion of 2,095 Series C Preferred Shares and (iii) exercise of 35,849 Series C Warrants; and
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2,501,252 Shares beneficially owned directly by York Tactical Energy Fund PIV-AN L.P., a Delaware limited partnership (“York Tactical PIV-AN” and together with York Tactical, York Capital, York Credit Opportunities, York Credit
Opportunities Master, York European Fund, York Multi-Strategy and York Select Strategy, the “York Funds”), comprised of 82,977 Shares following the exercise of the Series B Warrants and 2,501,252 Shares issuable upon (i) conversion of 5,202
Series B Preferred Shares, (ii) conversion of 4,194 Series C Preferred Shares and (iii) exercise of 70,205 Series C Warrants.
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Item 5. |
Interests in the Securities of the Issuer.
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Dated: March 21, 2023
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York Capital Management Global Advisors, LLC
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By:
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/s/ Brian Traficante | |
Name: Brian Traficante
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Title: Managing Director & Chief Operating Officer, General
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Counsel and Chief Compliance Officer |
Name
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Title
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Principal Business
Address
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Principal Occupation
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Citizenship
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James G. Dinan
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Non-Executive Chairman
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1330 Avenue of the Americas
20th Floor
New York, NY 10019
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Investment management
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USA
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William Vrattos
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Managing Partner
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1330 Avenue of the Americas
20th Floor
New York, NY 10019
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Investment management
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USA
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Michael Zhang
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Chief Financial Officer
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1330 Avenue of the Americas
20th Floor
New York, NY 10019
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Investment management
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USA
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