| 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) 08/03/2017 |
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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 | 11,067,943 | I | See footnote(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 | ||||
| Warrant | 08/23/2017 | 07/23/2022(5) | Common Stock, $ 0.0001 par value | 107,500(3)(6) | 11.5 | I | See footnote(1)(2)(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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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). |
| 6. See Exhibit 99.1 for text of footnote (6). |
| Remarks: |
| This amendment on Form 3 (the "Amendment") is being filed to add as Reporting Persons, and reflect the holdings of, Halcyon Solutions Master Fund LP and Halcyon Solutions GP LLC, which were inadvertently omitted from the original Forms 3 filed on August 3, 2017 (the "Original Filing"), and to correct the direct holdings of certain of the Reporting Persons included in the Original Filing. Exhibit 99.1 (Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This is the second of two forms being filed, as there are more than ten Reporting Persons and the SEC's EDGAR filing system limits a single Form 3 to a maximum of ten Reporting Persons. This Amendment is filed by Designated Filer Halcyon Capital Management L.P. |
| /s/ Halcyon Capital Management, L.P. | 11/03/2017 | |
| /s/ Jason Dillow | 11/03/2017 | |
| /s/ Kevah Konner | 11/03/2017 | |
| /s/ John Bader | 11/03/2017 | |
| /s/ Avinash Kripalani | 11/03/2017 | |
| /s/ Halcyon Solutions Master Fund LP | 11/03/2017 | |
| /s/ Halcyon Solutions GP LLC | 11/03/2017 | |
| ** 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
| Name and Address of Reporting Person: |
Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
New York, NY 10022
| Issuer Name and Ticker or Trading Symbol: |
NextDecade Corporation [NEXT]
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Date of Event Requiring Statement
| (Month/Day/Year): |
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”): Halcyon Mount Bonnell Fund LP (“Mount Bonnell”), HLTS GP LLC (“HLTS”), HCN LP (“HCN”), HCN GP LLC (“HCN GP”), Halcyon Energy, Power & Infrastructure Capital Holdings LLC (“HEPI”), First Series of HDML Fund I LLC (“HDML”), HDML Asset LLC (“HDML Asset”), Halcyon Solutions Master Fund LP (“HSM”), Halcyon Solutions GP LLC (“HSM GP”), Halcyon Capital Management LP (“Halcyon Capital”), Avinash Kripalani, Jason Dillow, Kevah Konner and John Bader.
(2) HLTS is the general partner of Mount Bonnell. HCN GP is the general partner of HCN. HDML Asset is the investment member of HDML. HSM GP is the general partner of HSM. Halcyon Capital is the investment manager for each of Mount Bonnell, HCN, HEPI, HDML and HSM. Investment decisions of Halcyon Capital are made by one or more of its portfolio managers, including Jason Dillow and Kevah Konner, each of whom has individual decision-making authority. John Bader is the CEO of Halcyon Capital. Avinash Kripalani is a Principal at Halcyon Capital and serves on the board of directors of the Issuer as Halcyon’s representative.
(3) Represents 2,060,396 shares directly held by HEPI (including 313,288 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 4,806,320 shares directly held by HCN (including 730,789 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 3,125,074 shares held directly held by Mount Bonnell (including 475,160 contingent shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), 750,988 shares directly held by HDML (including 114,176 shares issuable pursuant to the Merger Agreement upon the satisfaction of certain milestones), and 325,165 shares directly held by HSM.
(4) Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its, his or her pecuniary interest.
(5) Or earlier upon redemption.
(6) Directly held by HSM.
Exhibit 99.2
Joint Filer Information
| Name of Joint Filer: |
Halcyon Mount Bonnell Fund LP
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| Address of Joint Filer: |
c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
New York, NY 10022
| Relationship of Joint Filer to Issuer: |
Director
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| Issuer Name and Ticker or Trading Symbol: |
NextDecade Corporation [NEXT]
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Date of Event Requiring
| Statement (Month/Day/Year): |
July 24, 2017
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| Designated Filer: |
Halcyon Capital Management LP
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Signature:
Halcyon Mount Bonnell Fund LP
By: Halcyon Capital Management LP, its Manager
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/s/ Suzanne McDermott
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Name:
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Suzanne McDermott
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Title:
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Chief Compliance Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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Senior Corporate Counsel
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November 3, 2017
Date
Page 1 of 14
Exhibit 99.2
Joint Filer Information
| Name of Joint Filer: |
HLTS GP LLC
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| Address of Joint Filer: |
c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
New York, NY 10022
| Relationship of Joint Filer to Issuer: |
Director
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| Issuer Name and Ticker or Trading Symbol: |
NextDecade Corporation [NEXT]
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Date of Event Requiring
| Statement (Month/Day/Year): |
July 24, 2017
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| Designated Filer: |
Halcyon Capital Management LP
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Signature:
HLTS GP LLC
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/s/ Suzanne McDermott
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Name:
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Suzanne McDermott
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Title:
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Chief Compliance Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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Senior Corporate Counsel
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November 3, 2017
Date
Page 2 of 14
Exhibit 99.2
Joint Filer Information
| Name of Joint Filer: |
HCN LP
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| Address of Joint Filer: |
c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
New York, NY 10022
| Relationship of Joint Filer to Issuer: |
Director
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| Issuer Name and Ticker or Trading Symbol: |
NextDecade Corporation [NEXT]
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Date of Event Requiring
| Statement (Month/Day/Year): |
July 24, 2017
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| Designated Filer: |
Halcyon Capital Management LP
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Signature:
HCN LP
By: Halcyon Capital Management LP, its Manager
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/s/ Suzanne McDermott
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Name:
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Suzanne McDermott
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Title:
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Chief Compliance Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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Senior Corporate Counsel
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November 3, 2017
Date
Page 3 of 14
Exhibit 99.2
Joint Filer Information
| Name of Joint Filer: |
HCN GP LLC
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| Address of Joint Filer: |
c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
New York, NY 10022
| Relationship of Joint Filer to Issuer: |
Director
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| Issuer Name and Ticker or Trading Symbol: |
NextDecade Corporation [NEXT]
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Date of Event Requiring
| Statement (Month/Day/Year): |
July 24, 2017
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| Designated Filer: |
Halcyon Capital Management LP
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Signature:
HCN GP LLC
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/s/ Suzanne McDermott
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Name:
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Suzanne McDermott
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Title:
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Chief Compliance Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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Senior Corporate Counsel
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November 3, 2017
Date
Page 4 of 14
Exhibit 99.2
Joint Filer Information
| Name of Joint Filer: |
Halcyon Energy, Power & Infrastructure Capital Holdings LLC
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| Address of Joint Filer: |
c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
New York, NY 10022
| Relationship of Joint Filer to Issuer: |
Director
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| Issuer Name and Ticker or Trading Symbol: |
NextDecade Corporation [NEXT]
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Date of Event Requiring
| Statement (Month/Day/Year): |
July 24, 2017
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| Designated Filer: |
Halcyon Capital Management LP
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Signature:
Halcyon Energy, Power & Infrastructure Capital Holdings LLC
By: Halcyon Capital Management LP, its Manager
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/s/ Suzanne McDermott
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Name:
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Suzanne McDermott
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Title:
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Chief Compliance Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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Senior Corporate Counsel
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November 3, 2017
Date
Page 5 of 14
Exhibit 99.2
Joint Filer Information
| Name of Joint Filer: |
First Series of HDML Fund I LLC
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| Address of Joint Filer: |
c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
New York, NY 10022
| Relationship of Joint Filer to Issuer: |
Director
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| Issuer Name and Ticker or Trading Symbol: |
NextDecade Corporation [NEXT]
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Date of Event Requiring
| Statement (Month/Day/Year): |
July 24, 2017
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| Designated Filer: |
Halcyon Capital Management LP
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Signature:
First Series of HDML Fund I, LLC
By: Halcyon Capital Management LP, its Manager
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/s/ Suzanne McDermott
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Name:
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Suzanne McDermott
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Title:
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Chief Compliance Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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Senior Corporate Counsel
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November 3, 2017
Date
Page 6 of 14
Exhibit 99.2
Joint Filer Information
| Name of Joint Filer: |
HDML Asset LLC
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| Address of Joint Filer: |
c/o Halcyon Capital Management LP
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510 Madison Avenue, 25th Floor
New York, NY 10022
| Relationship of Joint Filer to Issuer: |
Director
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| Issuer Name and Ticker or Trading Symbol: |
NextDecade Corporation [NEXT]
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Date of Event Requiring
| Statement (Month/Day/Year): |
July 24, 2017
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| Designated Filer: |
Halcyon Capital Management LP
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Signature:
HDML Asset LLC
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/s/ Suzanne McDermott
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Name:
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Suzanne McDermott
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Title:
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Chief Compliance Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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Senior Corporate Counsel
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November 3, 2017
Date
Page 7 of 14
Exhibit 99.2
Joint Filer Information
| Name of Joint Filer: |
Avinash Kripalani
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| Address of Joint Filer: |
c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
New York, NY 10022
| Relationship of Joint Filer to Issuer: |
Director
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| Issuer Name and Ticker or Trading Symbol: |
NextDecade Corporation [NEXT]
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Date of Event Requiring
| Statement (Month/Day/Year): |
July 24, 2017
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| Designated Filer: |
Halcyon Capital Management LP
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Signature:
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/s/ Avinash Kripalani
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Name:
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Avinash Kripalani
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November 3, 2017
Date
Page 8 of 14
Exhibit 99.2
Joint Filer Information
| Name of Joint Filer: |
Kevah Konner
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| Address of Joint Filer: |
c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
New York, NY 10022
| Relationship of Joint Filer to Issuer: |
Director
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| Issuer Name and Ticker or Trading Symbol: |
NextDecade Corporation [NEXT]
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Date of Event Requiring
| Statement (Month/Day/Year): |
July 24, 2017
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| Designated Filer: |
Halcyon Capital Management LP
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Signature:
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/s/ Kevah Konner
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Name:
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Kevah Konner
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Title:
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Portfolio Manager
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November 3, 2017
Date
Page 9 of 14
Exhibit 99.2
Joint Filer Information
| Name of Joint Filer: |
John Bader
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| Address of Joint Filer: |
c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
New York, NY 10022
| Relationship of Joint Filer to Issuer: |
Director
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| Issuer Name and Ticker or Trading Symbol: |
NextDecade Corporation [NEXT]
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Date of Event Requiring
| Statement (Month/Day/Year): |
July 24, 2017
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| Designated Filer: |
Halcyon Capital Management LP
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Signature:
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/s/ John Bader
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Name:
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John Bader
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Title:
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CEO
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November 3, 2017
Date
Page 10 of 14
Exhibit 99.2
Joint Filer Information
| Name of Joint Filer: |
Halcyon Capital Management LP
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| Address of Joint Filer: |
477 Madison Avenue, 8th Floor
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New York, NY 10022
| Relationship of Joint Filer to Issuer: |
Director
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| Issuer Name and Ticker or Trading Symbol: |
NextDecade Corporation [NEXT]
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Date of Event Requiring
| Statement (Month/Day/Year): |
July 24, 2017
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| Designated Filer: |
Halcyon Capital Management LP
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Signature:
Halcyon Capital Management LP
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/s/
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Name:
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Title:
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November 3, 2017
Date
Page 11 of 14
Exhibit 99.2
Joint Filer Information
| Name of Joint Filer: |
Jason Dillow
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| Address of Joint Filer: |
c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
New York, NY 10022
| Relationship of Joint Filer to Issuer: |
Director
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| Issuer Name and Ticker or Trading Symbol: |
NextDecade Corporation [NEXT]
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Date of Event Requiring
| Statement (Month/Day/Year): |
July 24, 2017
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| Designated Filer: |
Halcyon Capital Management LP
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Signature:
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/s/ Jason Dillow
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Name:
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Jason Dillow
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Title:
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Portfolio Manager
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November 3, 2017
Date
Page 12 of 14
Exhibit 99.2
Joint Filer Information
| Name of Joint Filer: |
Halcyon Solutions Master Fund LP
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| Address of Joint Filer: |
c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
New York, NY 10022
| Relationship of Joint Filer to Issuer: |
Director
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| Issuer Name and Ticker or Trading Symbol: |
NextDecade Corporation [NEXT]
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Date of Event Requiring
| Statement (Month/Day/Year): |
July 24, 2017
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| Designated Filer: |
Halcyon Capital Management LP
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Signature:
Halcyon Solutions Master Fund LP
By: Halcyon Capital Management LP, its Manager
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/s/ Suzanne McDermott
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Name:
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Suzanne McDermott
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Title:
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Chief Compliance Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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Senior Corporate Counsel
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November 3, 2017
Date
Page 13 of 14
Exhibit 99.2
Joint Filer Information
| Name of Joint Filer: |
Halcyon Solutions GP LLC
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| Address of Joint Filer: |
c/o Halcyon Capital Management LP
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477 Madison Avenue, 8th Floor
New York, NY 10022
| Relationship of Joint Filer to Issuer: |
Director
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| Issuer Name and Ticker or Trading Symbol: |
NextDecade Corporation [NEXT]
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Date of Event Requiring
| Statement (Month/Day/Year): |
July 24, 2017
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| Designated Filer: |
Halcyon Capital Management LP
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Signature:
Halcyon Solutions GP LLC
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/s/ Suzanne McDermott
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Name:
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Suzanne McDermott
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Title:
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Chief Compliance Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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Senior Corporate Counsel
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November 3, 2017
Date
Page 14 of 14