| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NextDecade Corp. [ NEXT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/24/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $ 0.0001 par value | 05/24/2022 | M | 83,098 | A | (4) | 9,569,801 | I | See notes(1)(2)(3) | ||
| Common Stock, $ 0.0001 par value | 05/24/2022 | F | 121 | D | (4) | 9,569,680(5) | I | See notes(1)(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Warrants | $0.01 | 05/24/2022 | M | 83,098(4) | 05/24/2022 | 05/24/2022 | Common Stock, $ 0.0001 par value | 83,098(4) | (4) | 0 | I | See footnotes(1)(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. See Exhibit 99.1 for text of footnote (1). |
| 2. See Exhibit 99.1 for text of footnote (2). |
| 3. See Exhibit 99.1 for text of footnote (3). |
| 4. See Exhibit 99.1 for text of footnote (4). |
| 5. See Exhibit 99.1 for text of footnote (5). |
| Remarks: |
| Exhibit 99.1 (Footnotes) and Exhibit 99.2 (Joint Filer Information and Signatures) are incorporated herein by reference. This Form 4 is filed by Designated Filer Bardin Hill Investment Partners LP. |
| See Exhibit 99.2 for Signatures | 05/26/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99.1
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Name and Address of Reporting Person:
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Bardin Hill Investment Partners LP
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299 Park Ave., 24th Floor
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New York, NY 10171
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction to be Reported
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(Month/Day/Year):
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May 24, 2022
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Footnotes to Form 4
(1) This statement is being filed by the following Reporting Persons: HCN LP (“HCN”), HCN GP LLC (“HCN GP”), First Series of HDML Fund I LLC (“HDML”), Bardin Hill Event-Driven Master Fund LP (“Master Fund”), Bardin
Hill Fund GP LLC (“Bardin Hill GP”), Bardin Hill Investment Partners LP (“Bardin Hill”), Avinash Kripalani, Jason Dillow, John Greene and Pratik Desai.
(2) HCN GP is the general partner of HCN. Bardin Hill GP is the general partner of Master Fund, Halcyon Mount Bonnell Fund LP (“Mount Bonnell”) and the investment member of HDML. Bardin Hill is the investment manager
for each of HCN, HDML, Mount Bonnell, Halcyon Energy, Power and Infrastructure Capital Holdings LLC (“HEPI”) and Master Fund. Investment decisions of Bardin Hill are made by one or more of its portfolio managers, including Jason Dillow, John Greene
and Pratik Desai, each of whom has individual decision-making authority. Avinash Kripalani is a Partner at Bardin Hill and serves on the board of directors of the Issuer as Bardin Hill’s representative.
(3) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of its, his or her pecuniary interest.
(4) On May 24, 2022, Bardin Hill exercised Series B Warrants to purchase 83,098 shares of the Issuer’s common stock on behalf of certain of the Reporting Persons for $0.01 per share in accordance with the Series B
Warrant Agreement, dated May 24, 2019, filed as Exhibit 19 to Amendment No. 9 to Schedule 13D filed by the Reporting Persons on May 29, 2019. The Issuer withheld 121 shares representing the aggregate exercise price and issued the remaining 82,977
shares as follows: 50,132 to HDML; 27,659 to HCN; and 5,186 to Master Fund.
(5) Represents shares held following the reported transactions as follows: 1,741,349 by HEPI; 708,391 by HDML; 4,140,724 by HCN; 338,038 by Master Fund; and 2,641,178 by Mount Bonnell.
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Bardin Hill Investment Partners LP
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Address of Joint Filer:
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299 Park Ave., 24th Floor
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New York, NY 10171
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 24, 2022
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Designated Filer:
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Bardin Hill Investment Partners LP
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Signature:
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Bardin Hill Investment Partners LP
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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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General Counsel
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May 26, 2022
Date
Page 1 of 10
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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HCN LP
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Address of Joint Filer:
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c/o Bardin Hill Investment Partners LP
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299 Park Ave., 24th Floor
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New York, NY 10171
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 24, 2022
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Designated Filer: Bardin Hill Investment Partners LP
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Signature:
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HCN LP
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By: Bardin Hill Investment Partners LP, its Manager
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/s/ Suzanne McDermott
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| Name: | Suzanne McDermott |
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| Title: | Chief Compliance Officer | ||
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/s/ John Freese
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| Name: | John Freese |
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| Title: | General Counsel | ||
May 26, 2022
Date
Page 2 of 10
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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HCN GP LLC
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Address of Joint Filer:
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c/o Bardin Hill Investment Partners LP
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299 Park Ave., 24th Floor
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New York, NY 10171
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 24, 2022
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Designated Filer: Bardin Hill Investment Partners LP
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Signature:
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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: | Chief Compliance Officer | ||
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/s/ John Freese
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| Name: |
John Freese |
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| Title: |
General Counsel | ||
Date
Page 3 of 10
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Bardin Hill Event-Driven Master Fund LP
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Address of Joint Filer:
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c/o Bardin Hill Investment Partners LP
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299 Park Ave., 24th Floor
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New York, NY 10171
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 24, 2022
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Designated Filer:
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Bardin Hill Investment Partners LP
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Signature:
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Bardin Hill Event-Driven Master Fund LP
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By: Bardin Hill Investment Partners LP, its Manager
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/s/ Suzanne McDermott
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| Name: |
Suzanne McDermott |
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| Title: |
Chief Compliance Officer | ||
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/s/ John Freese
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| Name: |
John Freese |
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| Title: |
General Counsel | ||
May 26, 2022
Date
Page 4 of 10
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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First Series of HDML Fund I LLC
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Address of Joint Filer:
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c/o Bardin Hill Investment Partners LP
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299 Park Ave., 24th Floor
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New York, NY 10171
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 24, 2022
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Designated Filer:
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Bardin Hill Investment Partners LP
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Signature:
| First Series of HDML Fund I LLC |
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By: Bardin Hill Investment Partners 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: |
Chief Compliance Officer | ||
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/s/ John Freese
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| Name: | John Freese |
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| Title: | General Counsel | ||
May 26, 2022
Date
Page 5 of 10
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Bardin Hill Fund GP LLC
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Address of Joint Filer:
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c/o Bardin Hill Investment Partners LP
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299 Park Ave., 24th Floor
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New York, NY 10171
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 24, 2022
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Designated Filer:
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Bardin Hill Investment Partners LP
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Signature:
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Bardin Hill Fund GP LLC
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/s/ Suzanne McDermott
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| Name: | Suzanne McDermott |
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| Title: | Chief Compliance Officer | ||
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/s/ John Freese
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| Name: | John Freese | ||
| Title: | General Counsel | ||
May 26, 2022
Date
Page 6 of 10
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Avinash Kripalani
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Address of Joint Filer:
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c/o Bardin Hill Investment Partners LP
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299 Park Ave., 24th Floor
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New York, NY 10171
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 24, 2022
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Designated Filer:
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Bardin Hill Investment Partners LP
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Signature:
| /s/ Avinash Kripalani | |||
| Name: | Avinash Kripalani | ||
May 26, 2022
Date
Page 7 of 10
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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John Greene
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Address of Joint Filer:
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c/o Bardin Hill Investment Partners LP
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299 Park Ave., 24th Floor
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New York, NY 10171
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 24, 2022
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Designated Filer:
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Bardin Hill Investment Partners LP
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Signature:
| /s/ John Greene | |||
| Name: | John Greene | ||
| Title: | Portfolio Manager | ||
May 26, 2022
Date
Page 8 of 10
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Jason Dillow
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Address of Joint Filer:
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c/o Bardin Hill Investment Partners LP
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299 Park Ave., 24th Floor
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New York, NY 10171
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 24, 2022
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Designated Filer:
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Bardin Hill Investment Partners LP
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Signature:
| /s/ Jason Dillow | |||
| Name: | Jason Dillow | ||
| Title: | Chief Investment Officer | ||
May 26, 2022
Date
Page 9 of 10
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Pratik Desai
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Address of Joint Filer:
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c/o Bardin Hill Investment Partners LP
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299 Park Ave., 24th Floor
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New York, NY 10171
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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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May 24, 2022
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Designated Filer:
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Bardin Hill Investment Partners LP
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Signature:
| /s/ Pratik Desai | |||
| Name: | Pratik Desai | ||
| Title: | Portfolio Manager | ||
May 26, 2022
Date
Page 10 of 10