| 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) 03/22/2024 | ||||||||||||||||||||||||||
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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 | 03/22/2024 | M | 436,861 | A | (4) | 57,774,896 | I | See notes(1)(2)(3) | ||
| Common Stock, $ 0.0001 par value | 03/22/2024 | F | 794 | D | (4) | 57,774,102(5) | I | See notes(1)(2)(3) | ||
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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 C Warrants | $0.01 | 03/22/2024 | M | 436,861(4) | 03/22/2024 | 03/22/2024 | Common Stock, $ 0.0001 par value | 436,861(4) | (4) | 0 | I | See footnotes(1)(2)(3) | |||
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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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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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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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). |
| Remarks: |
| Exhibit 99.1 (Footnotes) and Exhibit 99.2 (Joint Filer Information and Signatures) are incorporated herein by reference. York Capital Management Global Advisors LLC is the Designated Filer. |
| See Exhibit 99.2 for Signatures | 03/26/2024 | |
| ** 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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1330 Avenue of the Americas, 20th Floor
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New York, NY 10019
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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
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(Month/Day/Year):
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March 22, 2024
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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”); FDAF Dislocated Asset Fund II L.P. (formerly known as York European Fund) (“FDAF Dislocated Asset Fund”); Dinan Management, LLC (“Dinan Management”); York
Multi-Strategy Master Fund, L.P. (“York Multi-Strategy”); York Tactical Energy Fund, L.P. (“York Tactical”); York Tactical Energy Fund PIV-AN, L.P. (“York Tactical PIV-AN”); and William Vrattos.
(2) YGA, the sole managing member of Dinan Management, which is the general partner of each of York Capital, York Credit Opportunities, York Credit Opportunities Master, York Multi-Strategy, York Tactical, and York Tactical PIV-AN (collectively,
the “York Funds”), exercises investment discretion over such investment funds and accordingly may be deemed to have beneficial ownership over the shares beneficially owned directly by the York Funds. Mr. Vrattos is Managing Partner and Chief
Investment Officer at YGA, and a director of the Issuer.
(3) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of its or his or her pecuniary interest.
(4) On March 22, 2024, YGA exercised on a cashless basis Series C Warrants to purchase 436,861 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 794 shares representing the aggregate exercise price and issued the remaining 436,067 shares as follows:
30,837 to York Capital, 51,395 to York Credit Opportunities, 59,105 to York Credit Opportunities Master, 71,954 to FDAF Dislocated Asset Fund, 41,116 to York Multi-Strategy, 61,675 to York Tactical and 120,779 to York Tactical PIV-AN.
(5) Represents shares directly held following the reported transactions as follows: 6,728,584 by York Capital; 13,226,978 by York Credit Opportunities; 14,270,654 by York Credit Opportunities Master; 3,867,879 by FDAF
Dislocated Asset Fund; 14,999,736 by York Multi-Strategy (includes additional 149,853 shares that were previously received upon the conversion of Series C Preferred Stock but not included due to a calculation error); 1,559,527 by York Tactical; and
3,120,744 by York Tactical PIV-AN.
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York Capital Management Global Advisors, LLC
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Address of Joint Filer:
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1330 Avenue of the Americas, 20th Floor
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New York, NY 10019
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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
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to be Reported (Month/Day/Year):
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March 22, 2024
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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 Global Advisors, LLC
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| /s/ Brian Traficante | ||
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Name: Brian Traficante
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Title: Chief Operating Officer and General Counsel
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3/26/2024
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Date
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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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1330 Avenue of the Americas, 20th Floor
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New York, NY 10019
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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
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to be Reported (Month/Day/Year):
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March 22, 2024
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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/ Brian Traficante | ||
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Name: Brian Traficante
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Title: Chief Operating Officer and General Counsel
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3/26/2024
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Date
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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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1330 Avenue of the Americas, 20th Floor
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New York, NY 10019
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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
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to be Reported (Month/Day/Year):
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March 22, 2024
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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 Credit Opportunities Fund, L.P.
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By: York Credit Opportunities Domestic Holdings, LLC, its general partner
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| /s/ Brian Traficante | ||
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Name: Brian Traficante
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Title: Chief Operating Officer and General Counsel
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3/26/2024
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Date
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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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1330 Avenue of the Americas, 20th Floor
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New York, NY 10019
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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
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to be Reported (Month/Day/Year):
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March 22, 2024
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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 Credit Opportunities Investments Master Fund, L.P.
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By: York Credit Opportunities Domestic Holdings, LLC, its general partner
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| /s/ Brian Traficante | ||
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Name: Brian Traficante
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Title: Chief Operating Officer and General Counsel
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3/26/2024
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Date
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Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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FDAF Dislocated Asset 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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1330 Avenue of the Americas, 20th Floor
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New York, NY 10019
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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
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to be Reported (Month/Day/Year):
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March 22, 2024
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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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FDAF Dislocated Asset Fund II L.P.
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By: FDAF Dislocated Asset Fund II GP Limited, its general partner
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| /s/ Brian Traficante | ||
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Name: Brian Traficante
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Title: Chief Operating Officer and General Counsel
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3/26/2024
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Date
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Exhibit 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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1330 Avenue of the Americas, 20th Floor
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New York, NY 10019
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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
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to be Reported (Month/Day/Year):
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March 22, 2024
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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 Multi-Strategy Master Fund, L.P.
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By: Dinan Management, L.L.C., its general partner
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| /s/ Brian Traficante | ||
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Name: Brian Traficante
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Title: Chief Operating Officer and General Counsel
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3/26/2024
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Date
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Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York Tactical Energy 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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1330 Avenue of the Americas, 20th Floor
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New York, NY 10019
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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
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to be Reported (Month/Day/Year):
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March 22, 2024
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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 Tactical Energy Fund, L.P.
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By: York Tactical Energy Holdings, LLC, its general partner
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| /s/ Brian Traficante | ||
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Name: Brian Traficante
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Title: Chief Operating Officer and General Counsel
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3/26/2024
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Date
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Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York Tactical Energy Fund PIV-AN, 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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1330 Avenue of the Americas, 20th Floor
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New York, NY 10019
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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
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to be Reported (Month/Day/Year):
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March 22, 2024
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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 Tactical Energy Fund PIV-AN, L.P.
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By: York Tactical Energy Holdings, LLC, its general partner
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| /s/ Brian Traficante | ||
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Name: Brian Traficante
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Title: Chief Operating Officer and General Counsel
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3/26/2024
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Date
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Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Dinan Management, LLC
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| Address of Joint Filer: | c/o York Capital Management, L.P. | |
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1330 Avenue of the Americas, 20th Floor
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New York, NY 10019
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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
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to be Reported (Month/Day/Year):
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March 22, 2024
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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, LLC
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| /s/ Brian Traficante | ||
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Name: Brian Traficante
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Title: Chief Operating Officer and General Counsel
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3/26/2024
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Date
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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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1330 Avenue of the Americas, 20th Floor
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New York, NY 10019
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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
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to be Reported (Month/Day/Year):
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March 22, 2024
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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: William Vrattos
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3/26/2024
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Date
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