NextDecade Corporation
|
(Name of Issuer)
|
Common Stock, par value $0.0001 per share
|
(Title of class of securities)
|
65342K105
|
(CUSIP number)
|
(Name, address and telephone number of person authorized to receive notices and communications)
|
December 4, 2018
|
(Date of event which requires filing of this statement)
|
Schedule 13D
|
|||
CUSIP No. 65342K105
|
|||
1. Name of Reporting Person.
|
|||
Halcyon Mount Bonnell Fund LP
|
|||
2. Check the Appropriate Box if a Member of a Group.
|
|||
(a) ☐
|
|||
(b) ☒
|
|||
3. SEC Use Only.
|
|||
4. Source of Funds.
|
|||
OO
|
|||
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).
|
|||
☐
|
|||
6. Citizenship or Place of Organization. Delaware
|
|||
7. Sole Voting Power. 2,641,178 (see Item 5)
|
|||
Number of Shares
|
|||
Beneficially
|
8. Shared Voting Power. 0 (see Item 5)
|
||
Owned by
|
|||
Each Reporting
|
|||
Person With:
|
9. Sole Dispositive Power. 2,641,178 (see Item 5)
|
||
10. Shared Dispositive Power. 0 (see Item 5)
|
|||
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 2,641,178 (see Item 5)
|
|||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|||
☐
|
|||
13. Percent of Class Represented by Amount in Row (11)
|
|||
2.41% (see Item 5)
|
|||
14. Type of Reporting Person.
|
|||
PN
|
Schedule 13D
|
|||
CUSIP No. 65342K105
|
|||
1. Name of Reporting Person.
|
|||
HCN LP
|
|||
2. Check the Appropriate Box if a Member of a Group.
|
|||
(a) ☐
|
|||
(b) ☒
|
|||
3. SEC Use Only.
|
|||
4. Source of Funds.
|
|||
OO
|
|||
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).
|
|||
☐
|
|||
6. Citizenship or Place of Organization. Cayman Islands
|
|||
7. Sole Voting Power. 4,249,455 (see Item 5)
|
|||
Number of Shares
|
|||
Beneficially
|
8. Shared Voting Power: 0 (see Item 5)
|
||
Owned by
|
|||
Each Reporting
|
|||
Person With:
|
9. Sole Dispositive Power. 4,249,455 (see Item 5)
|
||
|
10. Shared Dispositive Power. 0 (see Item 5)
|
||
|
|||
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 4,249,455 (see Item 5)
|
|||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|||
☐
|
|||
13. Percent of Class Represented by Amount in Row (11)
|
|||
3.88% (see Item 5)
|
|||
14. Type of Reporting Person.
|
|||
PN
|
Schedule 13D
|
|||
CUSIP No. 65342K105
|
|||
1. Name of Reporting Person.
|
|||
HCN GP LLC
|
|||
2. Check the Appropriate Box if a Member of a Group.
|
|||
(a) ☐
|
|||
(b) ☒
|
|||
3. SEC Use Only.
|
|||
4. Source of Funds.
|
|||
OO
|
|||
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).
|
|||
☐
|
|||
6. Citizenship or Place of Organization. Delaware
|
|||
7. Sole Voting Power. 0 (see Item 5)
|
|||
Number of Shares
|
|||
Beneficially
|
8. Shared Voting Power. 4,249,455* (see Item 5)
|
||
Owned by
|
|||
Each Reporting
|
|||
Person With:
|
9. Sole Dispositive Power. 0 (see Item 5)
|
||
10. Shared Dispositive Power. 4,249,455* (see Item 5)
|
|||
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 4,249,455* (see Item 5)
|
|||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|||
☐
|
|||
13. Percent of Class Represented by Amount in Row (11)
|
|||
3.88%* (see Item 5)
|
|||
14. Type of Reporting Person.
|
|||
PN
|
Schedule 13D
|
|||
CUSIP No. 65342K105
|
|||
1. Name of Reporting Person.
|
|||
Halcyon Energy, Power and Infrastructure Capital Holdings LLC
|
|||
2. Check the Appropriate Box if a Member of a Group.
|
|||
(a) ☐
|
|||
(b) ☒
|
|||
3. SEC Use Only.
|
|||
4. Source of Funds.
|
|||
OO
|
|||
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).
|
|||
☐
|
|||
6. Citizenship or Place of Organization. Delaware
|
|||
7. Sole Voting Power. 1,741,349 (see Item 5)
|
|||
Number of Shares
|
|||
Beneficially
|
8. Shared Voting Power. 0 (see Item 5)
|
||
Owned by
|
|||
Each Reporting
|
|||
Person With:
|
9. Sole Dispositive Power. 1,741,349 (see Item 5)
|
||
10. Shared Dispositive Power. 0 (see Item 5)
|
|||
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 1,741,349 (see Item 5)
|
|||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|||
☐
|
|||
13. Percent of Class Represented by Amount in Row (11)
|
|||
1.59% (see Item 5)
|
|||
14. Type of Reporting Person.
|
|||
OO (see Item 5)
|
Schedule 13D
|
|||
CUSIP No. 65342K105
|
|||
1. Name of Reporting Person.
|
|||
First Series of HDML Fund I LLC
|
|||
2. Check the Appropriate Box if a Member of a Group.
|
|||
(a) ☐
|
|||
(b) ☒
|
|||
3. SEC Use Only.
|
|||
4. Source of Funds.
|
|||
OO
|
|||
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).
|
|||
☐
|
|||
6. Citizenship or Place of Organization. Delaware
|
|||
7. Sole Voting Power: 721,118 (see Item 5)
|
|||
Number of Shares
|
|||
Beneficially
|
8. Shared Voting Power. 0 (see Item 5)
|
||
Owned by
|
|||
Each Reporting
|
|||
Person With:
|
9. Sole Dispositive Power. 721,118 (see Item 5)
|
||
10. Shared Dispositive Power. 0 (see Item 5)
|
|||
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 721,118 (see Item 5)
|
|||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|||
☐
|
|||
13. Percent of Class Represented by Amount in Row (11)
|
|||
0.65% (see Item 5)
|
|||
14. Type of Reporting Person.
|
|||
OO
|
Schedule 13D
|
|||
CUSIP No. 65342K105
|
|||
1. Name of Reporting Person.
|
|||
Bardin Hill Fund GP LLC
|
|||
2. Check the Appropriate Box if a Member of a Group.
|
|||
(a) ☐
|
|||
(b) ☒
|
|||
3. SEC Use Only.
|
|||
4. Source of Funds.
|
|||
OO
|
|||
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).
|
|||
☐
|
|||
6. Citizenship or Place of Organization. Delaware
|
|||
7. Sole Voting Power: 0 (see Item 5)
|
|||
Number of Shares
|
|||
Beneficially
|
8. Shared Voting Power. 3,360,351* (see Item 5)
|
||
Owned by
|
|||
Each Reporting
|
|||
Person With:
|
9. Sole Dispositive Power. 0 (see Item 5)
|
||
10. Shared Dispositive Power. 3,360,351* (see Item 5)
|
|||
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 3,360,351* (see Item 5)
|
|||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|||
☐
|
|||
13. Percent of Class Represented by Amount in Row (11)
|
|||
3.49%* (see Item 5)
|
|||
14. Type of Reporting Person.
|
|||
OO
|
Schedule 13D
|
|||
CUSIP No. 65342K105
|
|||
1. Name of Reporting Person.
|
|||
Bardin Hill Event-Driven Master Fund LP
|
|||
2. Check the Appropriate Box if a Member of a Group.
|
|||
(a) ☐
|
|||
(b) ☒
|
|||
3. SEC Use Only.
|
|||
4. Source of Funds.
|
|||
OO
|
|||
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).
|
|||
☐
|
|||
6. Citizenship or Place of Organization. Cayman Islands
|
|||
7. Sole Voting Power. 460,790 (see Item 5)
|
|||
Number of Shares
|
|||
Beneficially
|
8. Shared Voting Power. 0
|
||
Owned by
|
|||
Each Reporting
|
|||
Person With:
|
9. Sole Dispositive Power. 460,790 (see Item 5)
|
||
10. Shared Dispositive Power. 0
|
|||
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 460,790 (see Item 5)
|
|||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|||
☐
|
|||
13. Percent of Class Represented by Amount in Row (11)
|
|||
0.42% (see Item 5)
|
|||
14. Type of Reporting Person.
|
|||
PN
|
Schedule 13D
|
|||
CUSIP No. 65342K105
|
|||
1. Name of Reporting Person.
|
|||
Avinash Kripalani
|
|||
2. Check the Appropriate Box if a Member of a Group.
|
|||
(a) ☐
|
|||
(b) ☒
|
|||
3. SEC Use Only.
|
|||
4. Source of Funds.
|
|||
OO
|
|||
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).
|
|||
☐
|
|||
6. Citizenship or Place of Organization. Cayman Islands
|
|||
7. Sole Voting Power. 0
|
|||
Number of Shares
|
|||
Beneficially
|
8. Shared Voting Power. 9,813,890* (see Item 5)
|
||
Owned by
|
|||
Each Reporting
|
|||
Person With:
|
9. Sole Dispositive Power. 0
|
||
10. Shared Dispositive Power. 9,813,890* (see Item 5)
|
|||
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 9,813,890* (see Item 5)
|
|||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|||
☐
|
|||
13. Percent of Class Represented by Amount in Row (11)
|
|||
8.95%* (see Item 5)
|
|||
14. Type of Reporting Person.
|
|||
IN
|
Schedule 13D
|
|||
CUSIP No. 65342K105
|
|||
1. Name of Reporting Person.
|
|||
Jason Dillow
|
|||
2. Check the Appropriate Box if a Member of a Group.
|
|||
(a) ☐
|
|||
(b) ☒
|
|||
3. SEC Use Only.
|
|||
4. Source of Funds.
|
|||
OO
|
|||
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).
|
|||
☐
|
|||
6. Citizenship or Place of Organization. Cayman Islands
|
|||
7. Sole Voting Power. 0 (see Item 5)
|
|||
Number of Shares
|
|||
Beneficially
|
8. Shared Voting Power. 9,813,890* (see Item 5)
|
||
Owned by
|
|||
Each Reporting
|
|||
Person With:
|
9. Sole Dispositive Power. 0 (see Item 5)
|
||
10. Shared Dispositive Power. 9,813,890* (see Item 5)
|
|||
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 9,813,890* (see Item 5)
|
|||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|||
☐
|
|||
13. Percent of Class Represented by Amount in Row (11)
|
|||
8.95%* (see Item 5)
|
|||
14. Type of Reporting Person.
|
|||
IN
|
Schedule 13D
|
|||
CUSIP No. 65342K105
|
|||
1. Name of Reporting Person.
|
|||
Kevah Konner
|
|||
2. Check the Appropriate Box if a Member of a Group.
|
|||
(a) ☐
|
|||
(b) ☒
|
|||
3. SEC Use Only.
|
|||
4. Source of Funds.
|
|||
OO
|
|||
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).
|
|||
☐
|
|||
6. Citizenship or Place of Organization. Cayman Islands
|
|||
7. Sole Voting Power. 0 (see Item 5)
|
|||
Number of Shares
|
|||
Beneficially
|
8. Shared Voting Power. 9,813,890* (see Item 5)
|
||
Owned by
|
|||
Each Reporting
|
|||
Person With:
|
9. Sole Dispositive Power. 0 (see Item 5)
|
||
10. Shared Dispositive Power. 9,813,890* (see Item 5)
|
|||
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 9,813,890* (see Item 5)
|
|||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|||
☐
|
|||
13. Percent of Class Represented by Amount in Row (11)
|
|||
8.95%* (see Item 5)
|
|||
14. Type of Reporting Person.
|
|||
IN
|
Schedule 13D
|
|||
CUSIP No. 65342K105
|
|||
1. Name of Reporting Person.
|
|||
John Greene
|
|||
2. Check the Appropriate Box if a Member of a Group.
|
|||
(a) ☐
|
|||
(b) ☒
|
|||
3. SEC Use Only.
|
|||
4. Source of Funds.
|
|||
OO
|
|||
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).
|
|||
☐
|
|||
6. Citizenship or Place of Organization. Cayman Islands
|
|||
7. Sole Voting Power. 0 (see Item 5)
|
|||
Number of Shares
|
|||
Beneficially
|
8. Shared Voting Power. 9,813,890* (see Item 5)
|
||
Owned by
|
|||
Each Reporting
|
|||
Person With:
|
9. Sole Dispositive Power. 0 (see Item 5)
|
||
10. Shared Dispositive Power. 9,813,890* (see Item 5)
|
|||
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 9,813,890* (see Item 5)
|
|||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|||
☐
|
|||
13. Percent of Class Represented by Amount in Row (11)
|
|||
8.95%* (see Item 5)
|
|||
14. Type of Reporting Person.
|
|||
IN
|
Schedule 13D
|
|||
CUSIP No. 65342K105
|
|||
1. Name of Reporting Person.
|
|||
Bardin Hill Investment Partners LP
|
|||
2. Check the Appropriate Box if a Member of a Group.
|
|||
(a) ☐
|
|||
(b) ☒
|
|||
3. SEC Use Only.
|
|||
4. Source of Funds.
|
|||
OO
|
|||
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).
|
|||
☐
|
|||
6. Citizenship or Place of Organization. Cayman Islands
|
|||
7. Sole Voting Power. 0 (see Item 5)
|
|||
Number of Shares
|
|||
Beneficially
|
8. Shared Voting Power. 9,813,890* (see Item 5)
|
||
Owned by
|
|||
Each Reporting
|
|||
Person With:
|
9. Sole Dispositive Power. 0 (see Item 5)
|
||
10. Shared Dispositive Power. 9,813,890* (see Item 5)
|
|||
11. Aggregate Amount Beneficially Owned by Each Reporting Person. 9,813,890* (see Item 5)
|
|||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|||
☐
|
|||
13. Percent of Class Represented by Amount in Row (11)
|
|||
8.95%* (see Item 5)
|
|||
14. Type of Reporting Person.
|
|||
PN
|
Item 2. |
Identity and Background.
|
Item 5.
|
Interests in the Securities of the Issuer.
|
Item 7. |
Material to Be Filed as Exhibits
|
10*
|
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act.
|
* Filed herewith.
|
Dated: December 7, 2018
|
Halcyon Mount Bonnell Fund LP
|
||
By: Bardin Hill Investment Partners LP, its Manager
|
|||
/s/ Suzanne McDermott
|
/s/ John Freese
|
||
Name: Suzanne McDermott
|
Name: John Freese
|
||
Title: Chief Compliance Officer
|
Title: Deputy General Counsel
|
||
December 7, 2018
|
December 7, 2018
|
||
Date
|
Date
|
||
Bardin Hill Fund GP LLC
|
|||
/s/ Suzanne McDermott
|
/s/ John Freese
|
||
Name: Suzanne McDermott
|
Name: John Freese
|
||
Title: Chief Compliance Officer
|
Title: Deputy General Counsel
|
||
December 7, 2018
|
December 7, 2018
|
||
Date
|
Date
|
||
HCN LP
|
|||
By: Bardin Hill Investment Partners LP, its Manager
|
|||
/s/ Suzanne McDermott
|
/s/ John Freese
|
||
Name: Suzanne McDermott
|
Name: John Freese
|
||
Title: Chief Compliance Officer
|
Title: Deputy General Counsel
|
||
December 7, 2018
|
December 7, 2018
|
||
Date
|
Date
|
HCN GP LLC
|
|||
/s/ Suzanne McDermott
|
/s/ John Freese
|
||
Name: Suzanne McDermott
|
Name: John Freese
|
||
Title: Chief Compliance Officer
|
Title: Deputy General Counsel
|
||
December 7, 2018
|
December 7, 2018
|
||
Date
|
Date
|
Halcyon Energy, Power and Infrastructure Capital Holdings LLC
|
|||
By: Bardin Hill Investment Partners LP, its Manager
|
|||
/s/ Suzanne McDermott
|
/s/ John Freese
|
||
Name: Suzanne McDermott
|
Name: John Freese
|
||
Title: Chief Compliance Officer
|
Title: Deputy General Counsel
|
||
December 7, 2018
|
December 7, 2018
|
||
Date
|
Date
|
||
First Series of HDML Fund I LLC
|
|||
By: Bardin Hill Investment Partners LP, its Manager
|
|||
/s/ Suzanne McDermott
|
/s/ John Freese
|
||
Name: Suzanne McDermott
|
Name: John Freese
|
||
Title: Chief Compliance Officer
|
Title: Deputy General Counsel
|
||
December 7, 2018
|
December 7, 2018
|
||
Date
|
Date
|
||
Bardin Hill Event-Driven Master Fund LP
|
|||
By: Bardin Hill Fund GP LLC, its General Partner
|
|||
/s/ Suzanne McDermott
|
/s/ John Freese
|
||
Name: Suzanne McDermott
|
Name: John Freese
|
||
Title: Chief Compliance Officer
|
Title: Deputy General Counsel
|
||
December 7, 2018
|
December 7, 2018
|
||
Date
|
Date
|
||
Bardin Hill Investment Partners LP
|
|||
/s/ Suzanne McDermott
|
/s/ John Freese
|
||
Name: Suzanne McDermott
|
Name: John Freese
|
||
Title: Chief Compliance Officer
|
Title: Deputy General Counsel
|
||
December 7, 2018
|
December 7, 2018
|
||
Date
|
Date
|
||
/s/ Avinash Kripalani
|
|||
Name:
Avinash Kripalani
|
|||
December 7, 2018
|
|||
Date
|
/s/ Jason Dillow
|
|||
Name:
|
Jason Dillow
|
||
December 7, 2018
|
|||
Date
|
|||
/s/ Kevah Konner
|
|||
Name:
|
Kevah Konner
|
||
December 7, 2018
|
|||
Date
|
|||
/s/ John Greene
|
|||
Name:
|
John Greene
|
||
December 7, 2018
|
|||
Date
|
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act.
|
Dated: December 7, 2018
|
Halcyon Mount Bonnell Fund LP
|
||
By: Bardin Hill Investment Partners LP, its Manager
|
|||
/s/ Suzanne McDermott
|
/s/ John Freese
|
||
Name: Suzanne McDermott
|
Name: John Freese
|
||
Title: Chief Compliance Officer
|
Title: Deputy General Counsel
|
|
December 7, 2018
|
December 7, 2018
|
||
|
Date
|
Date
|
Bardin Hill Fund GP LLC
|
|||
/s/ Suzanne McDermott
|
/s/ John Freese
|
||
Name: Suzanne McDermott
|
Name: John Freese
|
||
Title: Chief Compliance Officer
|
Title: Deputy General Counsel
|
December 7, 2018
|
December 7, 2018
|
|||
Date
|
Date
|
HCN LP
|
|||
By: Bardin Hill Investment Partners LP, its Manager
|
|||
/s/ Suzanne McDermott
|
/s/ John Freese
|
||
Name: Suzanne McDermott
|
Name: John Freese
|
||
Title: Chief Compliance Officer
|
Title: Deputy General Counsel
|
December 7, 2018
|
December 7,2018
|
|||
Date
|
Date
|
HCN GP LLC
|
|||
/s/ Suzanne McDermott
|
/s/ John Freese
|
||
Name: Suzanne McDermott
|
Name: John Freese
|
||
Title: Chief Compliance Officer
|
Title: Deputy General Counsel
|
December 7, 2018
|
December 7, 2018
|
|||
Date
|
Date
|
Halcyon Energy, Power and Infrastructure Capital Holdings LLC
|
|||
By: Bardin Hill Investment Partners LP , its Manager
|
|||
/s/ Suzanne McDermott
|
/s/ John Freese
|
||
Name: Suzanne McDermott
|
Name: John Freese
|
||
Title: Chief Compliance Officer
|
Title: Deputy General Counsel
|
December 7, 2018
|
December 7, 2018
|
|||
Date
|
Date
|
First Series of HDML Fund I LLC
|
|||
By: Bardin Hill Investment Partners LP, its Manager
|
|||
/s/ Suzanne McDermott
|
/s/ John Freese
|
||
Name: Suzanne McDermott
|
Name: John Freese
|
||
Title: Chief Compliance Officer
|
Title: Deputy General Counsel
|
December 7, 2018
|
December 7, 2018
|
|||
Date
|
Date
|
Bardin Hill Event-Driven Master Fund LP
|
|||
By: Bardin Hill Fund GP LLC, its General Partner
|
|||
/s/ Suzanne McDermott
|
/s/ John Freese
|
||
Name: Suzanne McDermott
|
Name: John Freese
|
||
Title: Chief Compliance Officer
|
Title: Deputy General Counsel
|
December 7, 2018
|
December 7, 2018
|
|||
Date
|
Date
|
Bardin Hill Investment Partners LP
|
|||
/s/ Suzanne McDermott
|
/s/ John Freese
|
||
Name: Suzanne McDermott
|
Name: John Freese
|
||
Title: Chief Compliance Officer
|
Title: Deputy General Counsel
|
December 7, 2018
|
December 7, 2018
|
|||
Date
|
Date
|
/s/ Avinash Kripalani
|
|||
Name: Avinash Kripalani
|
|
December 7, 2018
|
||
Date
|
/s/ Jason Dillow
|
|||
Name: Jason Dillow
|
December 7, 2018
|
||
Date
|
/s/ Kevah Konner
|
|||
Name: Kevah Konner
|
December 7, 2018
|
||
Date
|
/s/ John Greene
|
|||
Name: John Greene
|
|
December 7, 2018
|
||
Date
|