| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/24/2017 |
3. Issuer Name and Ticker or Trading Symbol
NextDecade Corp. [ NEXT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, $ 0.0001 par value | 69,002,529 | I | See Footnotes(1)(2)(3)(4) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
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). |
| Remarks: |
| Exhibit 99.1 (Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 3 is the one of two Forms 3 being filed relating to the same event. The Form 3 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 3 to a maximum of ten Reporting Persons. Each Form 3 will be filed by Designated Filer York Capital Management Global Advisors LLC |
| York Capital Management Global Advisors, LLC, BY: /s/ Richard P. Swanson, Title: General Counsel | 08/03/2017 | |
| ** 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 5 (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, 17th Floor
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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 Event Requiring Statement
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(Month/Day/Year):
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July 24, 2017
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Footnotes to Form 3
(1) This statement is being filed by the following Reporting Persons in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated April 17, 2017, by and among Hamony Merger Corporation, Harmony Merger Sub, LLC, NextDecade, LLC and certain members of NextDecade, LLC and entities affiliated with such members (the “Merger Agreement”): York Capital Management Global Advisors LLC (“YGA”); York Capital Management, L.P. (“York Capital”); York Select, L.P. (“York Select”); York Select Master Fund, L.P. (“York Select Master”); 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”); York Select Investors Master Fund, L.P. (“York Select Investors”); Dinan Management, L.L.C. (“Dinan Management”); York Select Domestic Holdings, LLC (“York Select Domestic Holdings”); York Credit Opportunities Domestic Holdings, LLC (“York Credit Opportunities Domestic”); York European Distressed Credit Holdings II, LLC (“York European Holdings”); Matthew Bonanno; David Magid and William Vrattos.
(2) YGA is the sole managing member of Dinan Management, which in turn is the general partner of each of York Capital, York Credit Opportunities, York Credit Opportunities Master, York European Fund, York Multi-Strategy and York Managed Holdings. YGA is the sole managing member of York Select Domestic Holdings, which in turn is the general partner of York Select, York Select Investors and York Select Master. YGA is the sole managing member of York Credit Opportunities Domestic, which in turn is the general partner of York Credit Opportunities. YGA is the sole member of York European Holdings, which in turn is the general partner of York European. 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.
(3) Represents 11,031,460 shares directly held by York Capital (including 1,807,584 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 14,033,692 shares directly held by York Credit Opportunities (including 2,303,585 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 4,610,842 shares held directly held by York Select (including 728,555 contingent shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 15,046,613 shares directly held byYork Credit Opportunities Master (including 2,441,678 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 3,005,863 shares directly held byYork European (including 487,774 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 16,166,021 shares directly held by York Multi-Strategy (including 2,623,329 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 1,057,181 shares directly held by York Select Investors (including 171,553 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), and 4,050,857 shares directly held by York Select Master (including 657,350 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones).
(4) Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its or his pecuniary interest.
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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c/o 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 Event Requiring
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Statement (Month/Day/Year):
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July 24, 2017
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
York Capital Management, L.P.
By: Dinan Management, LLC, its general partner
/s/ Richard P. Swanson
| Name: |
Richard P. Swanson
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| Title: |
General Counsel
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August 3, 2017
Date
Page 1 of 7
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 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 Event Requiring
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Statement (Month/Day/Year):
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July 24, 2017
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
Dinan Management, L.P.
/s/ Richard P. Swanson
| Name: |
Richard P. Swanson
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| Title: |
General Counsel
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August 3, 2017
Date
Page 2 of 7
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York Select, L.P.
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Address of Joint Filer:
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c/o 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 Event Requiring
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Statement (Month/Day/Year):
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July 24, 2017
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
York Select, L.P.
By: York Select Domestic Holdings, LLC, its general partner
/s/ Richard P. Swanson
| Name: |
Richard P. Swanson
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| Title: |
General Counsel
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August 3, 2017
Date
Page 3 of 7
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York Select Master Fund, L.P.
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Address of Joint Filer:
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c/o 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 Event Requiring
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Statement (Month/Day/Year):
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July 24, 2017
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
York Select Master Fund, L.P.
By: York Select Domestic Holdings, LLC, its general partner
/s/ Richard P. Swanson
| Name: |
Richard P. Swanson
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| Title: |
General Counsel
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August 3, 2017
Date
Page 4 of 7
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York Select Investors Master Fund, L.P.
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Address of Joint Filer:
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c/o 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 Event Requiring
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Statement (Month/Day/Year):
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July 24, 2017
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
York Select Investors Master Fund, L.P.
By: York Select Domestic Holdings, LLC, its general partner
/s/ Richard P. Swanson
| Name: |
Richard P. Swanson
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| Title: |
General Counsel
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August 3, 2017
Date
Page 5 of 7
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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York Select Domestic Holdings, LLC
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Address of Joint Filer:
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c/o 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 Event Requiring
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Statement (Month/Day/Year):
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July 24, 2017
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Designated Filer:
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York Capital Management Global Advisors, LLC
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Signature:
York Select Domestic Holdings, LLC
/s/ Richard P. Swanson
| Name: |
Richard P. Swanson
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| Title: |
General Counsel
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August 3, 2017
Date
Page 6 of 7
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 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 Event Requiring
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Statement (Month/Day/Year):
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July 24, 2017
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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
/s/ Richard P. Swanson
| Name: |
Richard P. Swanson
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| Title: |
General Counsel
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August 3, 2017
Date
Page 7 of 7