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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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NextDecade Corporation
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(Name of Issuer)
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Common Stock, par value $0.0001 per share
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(Title of class of securities)
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| 65342K105 |
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(CUSIP number)
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York Capital Management Global Advisors LLC
767 Fifth Avenue, 17th Floor
New York, New York 10153
Telephone: (212) 300-1300
with copies to:
Jackie Cohen
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Telephone: 212-310-8000
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(Name, address and telephone number of person authorized to receive notices and communications)
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| March 22, 2021 |
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Schedule 13D
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CUSIP No. 65342K105
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1
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NAMES OF REPORTING PERSONS
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York Capital Management Global Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 (see Item 5)
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8
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SHARED VOTING POWER
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60,810,247 (see Item 5)
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9
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SOLE DISPOSITIVE POWER
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0 (see Item 5)
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10
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SHARED DISPOSITIVE POWER
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61,659,131 (see Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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61,659,131 (see Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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47.65% (see Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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This Amendment No. 10 (“Amendment No. 10”) amends the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 3, 2017, as amended and restated (as amended, the
“Statement”), and is filed by the Reporting Person with respect to the common stock, $0.0001 par value per share (“Shares”) of NextDecade Corporation (the “Issuer”). Capitalized terms used herein but not defined shall have the meaning given to
them in the Statement.
| Item 2. |
Identity and Background.
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Item 2 is amended and supplemented as follows:
(a) This Statement is being filed by York Capital Management Global Advisors, LLC, a New York limited liability company (“YGA” or the “Reporting Person”).
This Statement is being filed by YGA with respect to:
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6,078,294 Shares beneficially owned directly by York Capital Management, L.P., a Delaware limited partnership (“York Capital”), comprised of 5,705,260 Shares and 373,034 Shares issuable upon (i) the conversion of 2,502 shares of the
Issuer’s Series A Convertible Preferred Stock (“Series A Preferred Shares”), pursuant to the Certificate of Designations, dated August 9, 2018 (the “Series A Certificate of Designations”), and (ii) the exercise of 39,434 warrants, pursuant
to the Warrant Agreement, by and between the Issuer and YGA, dated August 9, 2018 (the “Series A Warrant Agreement” and such warrants, the “Series A Warrants”);
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8,161,422 Shares beneficially owned directly by York Select Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Select Strategy”);
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12,226,201 Shares beneficially owned directly by York Credit Opportunities Fund, L.P., a Delaware limited partnership (“York Credit Opportunities”), comprised of 11,751,923 Shares and 424,133 Shares issuable upon (i) conversion of 3,181
Series A Preferred Shares pursuant to the Series A Certificate of Designations and (ii) the exercise of 50,145 Series A Warrants pursuant to the Series A Warrant Agreement;
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13,138,392 Shares beneficially owned directly by York Credit Opportunities Investments Master Fund, L.P., a Cayman limited partnership (“York Credit Opportunities Master”), comprised of 12,628,348 Shares and 456,133 Shares issuable upon
(i) conversion of 3,421 Series A Preferred Shares pursuant to the Series A Certificate of Designations and (ii) the exercise of 53,911 Series A Warrants pursuant to the Series A Warrant Agreement;
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2,624,697 Shares beneficially owned directly by York European Distressed Credit Fund II, L.P., a Delaware limited partnership (“York European Fund”), comprised of 2,522,723 Shares and 91,200 Shares issuable upon (i) conversion of 684
Series A Preferred Shares pursuant to the Certificate of Designations and (ii) the exercise of 10,774 Series A Warrants pursuant to the Series A Warrant Agreement;
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14,115,976 Shares beneficially owned directly by York Multi-Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Multi-Strategy”), comprised of 13,567,803 Shares and 548,173 Shares issuable upon (i) conversion
of 2,911 Series A Preferred Shares pursuant to the Certificate of Designations and (ii) the exercise of 57,906 Series A Warrants pursuant to the Series A Warrant Agreement;
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309,716 Shares beneficially owned directly by York Tactical Energy Fund L.P., a Delaware limited partnership (“York Tactical”), comprised of 309,716 Shares issuable upon (i) conversion of 2,054 Series C Preferred Shares and (ii) exercise
of 35,849 Series C Warrants; and
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619,832 Shares beneficially owned directly by York Tactical Energy Fund PIV-AN L.P., a Delaware limited partnership (“York Tactical PIV-AN” and together with York Tactical, York Capital, York Credit Opportunities, York Credit
Opportunities Master, York European Fund, and York Multi-Strategy, the “Series C Preferred Participants” and Series C Preferred Participants together with York Select Strategy, the “York Funds”), comprised of 619,832 Shares issuable upon
(i) conversion of 4,111 Series C Preferred Shares and 71,699 Series C Warrants.
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3
The foregoing Share ownership amounts are as of March 22, 2021, and reflects the issuance of the Series C Preferred Shares and the Series C Warrants (as defined below) pursuant to the Series C Purchase Agreement.
YGA, the sole managing member of the general partner of each of York Capital, York Select Strategy, York Credit Opportunities, York Credit Opportunities Master, York European Fund, York Multi-Strategy, York Tactical,
and York Tactical PIV-AN, 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.
James G. Dinan is the chairman and a senior manager of YGA. William Vrattos is a Partner and Co-Chief Investment Officer at YGA. Thanasi Skafidas is a Vice President YGA.
Dinan Management, L.L.C., a New York limited liability company (“Dinan Management”), is the general partner of each of York Capital and York Multi-Strategy. YGA is the sole managing member of Dinan Management.
York Select Domestic Holdings, LLC, a New York limited liability company (“York Select Domestic Holdings”), is the general partner of York Select Strategy. YGA is the sole managing member of York Select Domestic
Holdings.
York Credit Opportunities Domestic Holdings, LLC, a New York limited liability company (“York Credit Opportunities Domestic”), is the general partner of York Credit Opportunities and York Credit Opportunities Master.
YGA is the sole managing member of York Credit Opportunities Domestic.
York European Distressed Credit Holdings II, LLC, a New York limited liability company (“York European Holdings”), is the general partner of York European Fund. YGA is the sole managing member of York European
Holdings.
York Tactical Energy Holdings, LLC, a New York limited liability company (“York Tactical GP”) is the general partner of York Tactical and York Tactical PIV-AN.
The name of each director and each executive officer of YGA is set forth on Exhibit 1 to this Statement, which is incorporated herein by reference.
| Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 3 amended and supplemented as follows:
On March 22, 2021, the Series C Preferred Participants paid to the Issuer an aggregate purchase price of $12,000,000 for the acquisition of the Series C Preferred Shares and the Series C Warrants listed in Item
5(a)(viii) – (ix) of this Amendment No. 10. The source of the funds for such acquisition was the respective working capital of each of the Series C Preferred Participants.
| Item 4. |
Purpose of Transaction.
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Item 4 is amended and supplemented as follows:
The response to Item 3 of this Amendment No. 10 is incorporated herein by reference.
On March 22, 2021, the closing of the transactions contemplated by the Series C Purchase Agreement occurred, pursuant to which the Series C Preferred Participants purchased, in the aggregate: (i) 12,240 Series C
Preferred Shares, including 240 Series C Preferred Shares as an origination fee as provided under the Series C Purchase Agreement, with the rights and obligations as set forth in the Certificate of Designations; and (ii) 253,931 Series C Warrants,
with rights and obligations set forth in the Series C Warrant Agreements. Pursuant to the Series C Purchase Agreement, the Series C Preferred Shares and the Series C Warrants may not be transferred except to (i) affiliates or (ii) third parties
upon the consent of the Issuer, which consent will not be unreasonably withheld or delayed.
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In connection with the transactions contemplated by the Series C Purchase Agreement, the Issuer and the Series C Preferred Participants entered into the Series C Warrant Agreements, the Registration Rights Agreement,
in each case, as described in Amendment No. 9.
The foregoing descriptions are summaries and are qualified in their entirety by reference to the Series C Purchase Agreement, the Series C Certificate of Designations, the Warrant Agreement and the Registration Rights
Agreement, which are attached to the Statement as Exhibits 10.31, 10.32, 10.33 and 10.34, respectively, and are incorporated herein by such reference.
| Item 5. |
Interests in the Securities of the Issuer.
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Item 5 is amended and restated as follows:
The responses set forth on rows 7 through 13 of the cover pages of this Amendment No. 10, as of March 22, 2021, are incorporated by reference in this Item 5. The beneficial ownership information that follows is as
of March 22, 2021, following the closing of the transactions described in Item 4 of this Amendment No. 10.
(a) (i) YGA may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 61,659,131 Shares in the aggregate, comprised of 54,337,479 Shares and 7,321,652 Shares issuable upon (i)
the conversion of 13,465 Series A Preferred Shares, (ii) the exercise of 212,170 Series A Warrants, (iii) the conversion of 107,548 Series B Preferred Shares, (iv) the exercise of 107,548 Series B Warrants, (v) the conversion of 12,240 Series C
Preferred Shares, and (vi) the exercise of 253,931 Series C Warrants, which represent approximately 47.65% of the outstanding Shares (based on (i) 122,067,438 Shares outstanding at March 17, 2021, as provided by the Issuer, plus (ii) 7,321,652
Shares representing the aggregate number of Shares issuable in upon the conversion of Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares and exercise of Series A Warrants, Series B Warrants and Series C Warrants
(beneficially owned by YGA)).
(ii) York Capital may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 6,393,194 Shares, comprised of 5,705,260 Shares and 687,934 Shares issuable upon (i) the conversion of 2,502
Series A Preferred Shares and 880 Series C Preferred Shares and (ii) the exercise of 39,434 Series A Warrants and 17,924 Series C Preferred Warrants. As the general partner of York Capital, Dinan Management may be deemed to be the beneficial owner
of the securities beneficially owned by York Capital.
(iii) York Select Strategy may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 8,161,422 Shares. As the general partner of York Select Strategy, York Select Domestic Holdings may
be deemed to be the beneficial owner of the securities beneficially owned by York Select Strategy.
(iv) York Credit Opportunities may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 12,737,987 Shares, comprised of 11,751,923 Shares and 986,064 Shares issuable upon (i)
conversion of 3,181 Series A Preferred Shares and 1,428 Series C Preferred Shares and (ii) the exercise of 50,145 Series A Warrants and 29,874 Series C Warrants. As the general partner of York Credit Opportunities, York Credit Opportunities
Domestic may be deemed to be the beneficial owner of the securities beneficially owned by York Credit Opportunities.
(v) York Credit Opportunities Master may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 13,723,504 Shares, comprised of 12,628,348 Shares and 1,095,156 Shares issuable upon (i)
conversion of 3,421 Series A Preferred Shares and 1,632 Series C Preferred Shares and (ii) the exercise of 53,911 Series A Warrants and 34,356 Series C Warrants. As the general partner of York Credit Opportunities Master, Dinan Management may be
deemed to be the beneficial owner of the securities beneficially owned by York Credit Opportunities Master.
(vi) York European Fund may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 3,354,966 Shares, comprised of 2,522,723 Shares and 832,243 Shares issuable upon (i) conversion of 684
Series A Preferred Shares and 2,040 Series C Preferred Shares and (ii) the exercise of 10,774 Series A Warrants and 41,284 Series C Warrants. As the general partner of York European Fund, York European Holdings may be deemed to be the beneficial
owner of the securities beneficially owned by York European Fund.
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(vii) York Multi-Strategy may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 14,531,343 Shares, comprised of 13,567,803 Shares and 963,540 Shares issuable upon (i) conversion of
3,677 Series A Preferred Shares and 1,160 Series C Preferred Shares and (ii) the exercise of 57,906 Series A Warrants and 23,899 Series C Warrants. As the general partner of York Multi-Strategy, Dinan Management may be deemed to be the beneficial
owner of the securities beneficially owned by York Multi-Strategy.
(viii) York Tactical may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 919,269 Shares issuable upon (i) conversion of 2,054 Series B Preferred Shares and 1,700 Series C
Preferred Shares and (ii) the exercise of 35,849 Series B Warrants and 35,849 Series C Warrants. As the general partner of York Tactical, York Tactical Holdings may be deemed to be the beneficial owner of the securities beneficially owned by York
Tactical.
(ix) York Tactical PIV-AN may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 1,837,446 Shares issuable upon (i) conversion of 2,054 Series B Preferred Shares and 3,400 Series C
Preferred Shares and (ii) the exercise of 71,699 Series B Warrants and 70,205 Series C Warrants. As the general partner of York Tactical PIV-AN, York Tactical Holdings may be deemed to be the beneficial owner of the securities beneficially owned by
York Tactical PIV-AN.
(x) To the knowledge of the Reporting Person, except as described above, no Shares are beneficially owned, or may be deemed to be beneficially owned, by any of the persons named on Exhibit 1 to this Statement. The
number of Shares beneficially owned and the percentage of Shares represented thereby, for each person named above, have been computed in accordance with Rule 13d-3 under the Exchange Act.
(b) (i) YGA may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 61,659,131 Shares in the aggregate, comprised of 54,337,479 Shares and 7,321,652 Shares issuable upon (i)
the conversion of 13,465 Series A Preferred Shares, (ii) the exercise of 212,170 Series A Warrants, (iii) the conversion of 107,548 Series B Preferred Shares, (iv) the exercise of 107,548 Series B Warrants, (v) the conversion of 12,240 Series C
Preferred Shares, and (vi) the exercise of 253,931 Series C Warrants, which represent approximately 47.65% of the outstanding Shares (based on (i) 122,067,438 Shares outstanding at March 17, 2021, as provided by the Issuer, plus (ii) 7,321,652
Shares representing the aggregate number of Shares issuable in upon the conversion of Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares and exercise of Series A Warrants, Series B Warrants and Series C Warrants
(beneficially owned by YGA)).
(ii) York Capital may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 6,393,194 Shares, comprised of 5,705,260 Shares and 687,934 Shares issuable upon (i) the
conversion of 2,502 Series A Preferred Shares and 880 Series C Preferred Shares and (ii) the exercise of 39,434 Series A Warrants and 17,924 Series C Preferred Warrants. As the general partner of York Capital, Dinan Management may be deemed to have
the sole power to dispose of, direct the disposition of, vote or direct the vote of 9,614,011 Shares.
(iii) York Select Strategy may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 8,161,422 Shares. As the general partner of York Select Strategy, York Select
Domestic Holdings may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 8,161,422 Shares.
(iv) York Credit Opportunities may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 12,737,987 Shares, comprised of 11,751,923 Shares and 986,064 Shares issuable
upon (i) conversion of 3,181 Series A Preferred Shares and 1,428 Series C Preferred Shares and (ii) the exercise of 50,145 Series A Warrants and 29,874 Series C Warrants. As the general partner of York Credit Opportunities, York Credit
Opportunities Domestic may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 12,226,201 Shares.
(v) York Credit Opportunities Master may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 13,723,504 Shares, comprised of 12,628,348 Shares and 1,095,156 Shares
issuable upon (i) conversion of 3,421 Series A Preferred Shares and 1,632 Series C Preferred Shares and (ii) the exercise of 53,911 Series A Warrants and 34,356 Series C Warrants. As the general partner of York Credit Opportunities Master, Dinan
Management may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 13,138,392 Shares.
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(vi) York European Fund may be deemed to have the sole power to dispose of, vote or direct the disposition or vote of 3,354,966 Shares, comprised of 2,522,723 Shares and 832,243 Shares issuable upon (i) conversion of
684 Series A Preferred Shares and 2,040 Series C Preferred Shares and (ii) the exercise of 10,774 Series A Warrants and 41,284 Series C Warrants. As the general partner of York European Fund, York European Holdings may be deemed to have the sole
power to dispose of, direct the disposition of, vote or direct the vote of 2,624,697 Shares.
(vii) York Multi-Strategy may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 14,531,343 Shares, comprised of 13,567,803 Shares and 963,540 Shares issuable upon
(i) conversion of 3,677 Series A Preferred Shares and 1,160 Series C Preferred Shares and (ii) the exercise of 57,906 Series A Warrants and 23,899 Series C Warrants. As the general partner of York Multi-Strategy, Dinan Management may be deemed to
have the sole power to dispose of, direct the disposition of, vote or direct the vote of 14,115,976 Shares.
(viii) York Tactical may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 919,269 Shares issuable upon (i) conversion of 2,054 Series B Preferred Shares and 1,700
Series C Preferred Shares and (ii) the exercise of 35,849 Series B Warrants and 35,849 Series C Warrants. As the general partner of York Tactical, York Tactical GP may be deemed to have the sole power to dispose of, direct the disposition of, vote
or direct the vote of 309,716 Shares.
(ix) York Tactical PIV-AN may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 1,837,446 Shares issuable upon (i) conversion of 2,054 Series B Preferred Shares
and 3,400 Series C Preferred Shares and (ii) the exercise of 71,699 Series B Warrants and 70,205 Series C Warrants. As the general partner of York Tactical PIV-AN, York Tactical GP may be deemed to have the sole power to dispose of, direct the
disposition of, vote or direct the vote of 619,832 Shares.
(x) To the knowledge of the Reporting Person, except as described above, none of the persons named on Exhibit 1 to this Statement has, or may be deemed to have, any power to dispose of, direct the disposition of,
vote or direct the vote of any Shares.
(c) Except as disclosed in Item 4 of this Statement, neither the Reporting Person or, to its knowledge, any of its respective executive officers, directors, general partners, or managing members, as applicable, has
effected a transaction since Amendment No. 9.
(d) The responses of the Reporting Person to Item 2 and Item 5(a) and (b) of this Statement are incorporated herein by reference. Under certain circumstances, partners of the York Funds, as the case may be, could
have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares owned by such York Fund. The Reporting Person disclaims beneficial ownership of all Shares reported in this statement pursuant
to Rule 13d-4 under the Exchange Act. Except as set forth in this Item 5(d), to the knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,
any other Shares deemed to be beneficially owned by the Reporting Person.
(e) Not applicable
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The responses to Item 4 and Item 5 are incorporated herein by reference.
8
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: March 24, 2021
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York Capital Management Global Advisors, LLC
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By:
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/s/ Brian Traficante
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Name:
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Brian Traficante
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Title:
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General Counsel and Chief Compliance Officer
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9
EXHIBIT 1
DIRECTORS AND EXECUTIVE OFFICERS OF
YORK CAPITAL MANAGEMENT GLOBAL ADVISORS, LLC.
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Name
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Title
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Principal Business
Address
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Principal Occupation
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Citizenship
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James G. Dinan
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Chief Executive Officer
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767 Fifth Avenue
17th Fl.
New York, New York 10153
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Investment management
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USA
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William Vrattos
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Co-Chief Investment Officer
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767 Fifth Avenue
17th Fl.
New York, New York 10153
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Investment management
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USA
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John Fosina
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Chief Financial Officer
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767 Fifth Avenue
17th Fl.
New York, New York 10153
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Investment management
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USA
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10