0001140361-19-009591.txt : 20190521 0001140361-19-009591.hdr.sgml : 20190521 20190521215645 ACCESSION NUMBER: 0001140361-19-009591 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190517 FILED AS OF DATE: 20190521 DATE AS OF CHANGE: 20190521 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vrattos William C CENTRAL INDEX KEY: 0001713098 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 19843923 MAIL ADDRESS: STREET 1: YORK CAPITAL MANAGEMENT STREET 2: 767 FIFTH AVE., 17TH FL. CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Magid David CENTRAL INDEX KEY: 0001713095 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 19843924 MAIL ADDRESS: STREET 1: C/O YORK CAPITAL MANAGEMENT STREET 2: 767 FIFTH AVE., 17TH FL. CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bonanno Matthew W CENTRAL INDEX KEY: 0001713094 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 19843925 MAIL ADDRESS: STREET 1: C/O YORK CAPITAL MANAGEMENT STREET 2: 767 FIFTH AVE., 17TH FL. CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: York Capital Management Global Advisors, LLC CENTRAL INDEX KEY: 0001480532 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 19843926 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-300-1300 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NextDecade Corp. CENTRAL INDEX KEY: 0001612720 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 465723951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 LOUISIANA STREET STREET 2: SUITE 3900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7135741880 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET STREET 2: SUITE 3900 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Harmony Merger Corp. DATE OF NAME CHANGE: 20140703 4 1 form4.xml FORM 4 X0306 4 2019-05-17 0001612720 NextDecade Corp. NEXT 0001480532 York Capital Management Global Advisors, LLC 767 FIFTH AVENUE 17TH FLOOR NEW YORK NY 10153 true true 0001713094 Bonanno Matthew W C/O YORK CAPITAL MGMT GLOBAL ADVISORS 767 FIFTH AVENUE, 17TH FLOOR NEW YORK NY 10153 true 0001713095 Magid David C/O YORK CAPITAL MGMT GLOBAL ADVISORS 767 FIFTH AVENUE, 17TH FLOOR NEW YORK NY 10153 true 0001713098 Vrattos William C C/O YORK CAPITAL MGMT GLOBAL ADVISORS 767 FIFTH AVENUE, 17TH FLOOR NEW YORK NY 10153 true Series B Convertible Preferred Stock 7.5 2019-05-17 4 A 0 5100 1000 A Common Stock, $ 0.0001 par value 1352267 5100 I See footnote Series B Warrants 0.01 2019-05-17 4 A 0 89243 A Common Stock, $ 0.0001 par value 89243 89243 I See footnote See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). See Exhibit 99.1 for text of footnote (4). See Exhibit 99.1 for text of footnote (5). See Exhibit 99.1 for text of footnote (6). See Exhibit 99.1 for text of footnote (7). See Exhibit 99.1 for text of footnote (8). See Exhibit 99.1 for text of footnote (9). See Exhibit 99.1 for text of footnote (10). See Exhibit 99.1 for text of footnote (11). See Exhibit 99.1 for text of footnote (12). Exhibit 99.1 (Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. York Capital Management Global Advisors LLC By: /s/ Richard Swanson Name: Richard Swanson Title: General Counsel 2019-05-17 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1

Name and Address of Reporting Person:
York Capital Management Global Advisors LLC
 
767 Fifth Avenue
 
New York, NY 10153

Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]

Date of Earliest Transaction to be Reported
(Month/Day/Year):
May 17, 2019

Footnotes to Form 4

(1) This statement is being filed by the following Reporting Persons: York Capital Management Global Advisors LLC  (“YGA”), Matthew Bonnano; David Magid; and William Vrattos.  Each of York Tactical Energy Fund, L.P. (“York Tactical”) and York Tactical Energy Fund PIV-AN, L.P. (“York Tactical PIV-AN”) will report their respective direct ownership of the Issuer’s securities on a Form 3 to be filed with the Securities and Exchange Commission.

(2) YGA is the sole managing member of York Tactical Energy Holdings, LLC, which is the general partner of York Tactical and York Tactical PIV-AN. Mr. Bonnano is a Partner and Co-Head of North American Credit at York Capital Management, L.P. (“York Capital”) and director of the Issuer. Mr. Magid is a Research Analyst at York Capital and a director of the Issuer.  Mr. Vrattos is a Partner and Co-Chief Investment Officer at York Capital and director of the Issuer.

(3) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of its or his pecuniary interest.

(4) Represents 1,734 shares of Series B Convertible Preferred Stock (the “Series B Preferred Shares”) issuable to York Tactical (comprised of 1,667 to be issued for $1,000 per share and 67 to be issued as the origination fee) and 3,366 Series B Preferred Shares issuable to York Tactical PIV-AN (comprised of 3,333 to be issued for $1,000 per share and 33 to be issued as the origination fee), in each case, pursuant to that certain Series B Convertible Preferred Stock Purchase Agreement, by and among York Tactical, York Tactical PIV-AN and the Issuer, dated as of May 17, 2019 (the “Series B Purchase Agreement”) filed by YGA as Exhibit 10.20 to Amendment No. 6 to Schedule 13D on or about May 21, 2019 (the “13D Amendment”).

(5) The Issuer has the option to convert all, but not less than all of the Series B Preferred Shares into shares of Common Stock at a conversion price of $7.50 per share, subject to adjustments, on any date on which the volume weighted average trading price of Common Stock for each trading day during any 60 of the prior 90 trading days is equal to or greater than 175% of $7.50 per share, subject to adjustments and certain terms and conditions, pursuant to the Certificate of Designations, filed by the Issuer as Exhibit 3.4 to the Quarterly Report on Form 10-Q filed by the Issuer on November 9, 2018 (the “Certificate of Designations”).  The Issuer must convert all Series B Preferred Shares into shares of Common Stock at a conversion price of $7.50 on the earlier of (i) 10) business days following a FID Event (as defined in the Certificate of Designations) and (ii) the 10 year anniversary of the closing date under the Series B Purchase Agreement (the “Closing Date”), in each case, subject to adjustments, including for dividends, as specified in the Certificate of Designations.

(6)  Subject to certain adjustments as specified in the Certificate of Designations.

(7) Convertible initially into 680,000 shares of Common Stock, which represents: 226,667 shares issuable to York Tactical; and 453,333 shares issuable to York Tactical PIV-AN, in each case, upon conversion of Series B Preferred Shares pursuant to the Series B Purchase Agreement.

(8) Subject to certain adjustments as specified in the Series B Warrant Agreement contemplated by the Series B Purchase Agreement (the “Series B Warrant Agreement”), filed by YGA as Exhibit 13 to the 13D Amendment.

(9) Represents 30,166 Series B Warrants issuable to York Tactical; and 59,077 Series B Warrants issuable to York Tactical PIV-AN, in each case, with the Series B Preferred Shares pursuant to the Series B Purchase Agreement.

(10) Exercisable by holder before 5 p.m. Central Standard time on the third anniversary of the Closing Date.  Prior to such date, the Issuer can force mandatory exercise if the volume weighted average trading price of shares of Common Stock for each trading day during any 60 of the 90 prior trading days is equal to or greater than 175% of $7.50 per share of Common Stock, subject to adjustments as specified in the Series B Warrant Agreement.

(11) Exercisable initially into an equal number of shares of Common Stock, subject to adjustments as specified in the Series B Warrant Agreement.

(12) The warrants are issuable with the Series B Preferred Shares for no additional consideration.


 EX-99.2 3 ex99_2.htm EXHIBIT 99.2
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
York Capital Management Global Advisors, LLC
Address of Joint Filer:
767 Fifth Avenue, 17th Floor
 
New York, NY 10153
   
Relationship of Joint Filer to Issuer:
Director, 10% Owner
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required
  
to be Reported (Month/Day/Year):
May 17, 2019
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:
  
   
York Capital Management Global Advisors, LLC
  
   
/s/ Richard Swanson  
Name:  Richard Swanson
  
Title:   General Counsel
  
   
May 21, 2019
  
Date
  

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Matthew Bonanno
   
Address of Joint Filer:
c/o York Capital Management, L.P.
 
767 Fifth Avenue, 17th Floor
 
New York, NY 10153
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required
  
to be Reported (Month/Day/Year):
May 17, 2019
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:
  
   
/s/ Matthew Bonanno  
Name:  Matthew Bonanno
  
   
May 21, 2019
  
Date
  

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
David Magid
   
Address of Joint Filer:
c/o York Capital Management, L.P.
 
767 Fifth Avenue, 17th Floor
 
New York, NY 10153
   
Relationship of Joint Filer to Issuer:
Director
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required
  
to be Reported (Month/Day/Year):
May 17, 2019
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:
  
   
/s/ David Magid  
Name:  David Magid
  
   
May 21, 2019
  
Date
  

Exhibit 99.2


Joint Filer Information

Name of Joint Filer:
William Vrattos
   
Address of Joint Filer:
c/o York Capital Management, L.P.
 
767 Fifth Avenue, 17th Floor
 
New York, NY 10153
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
NextDecade Corporation [NEXT]
   
Date of Earliest Transaction Required
  
to be Reported (Month/Day/Year):
May 17, 2019
   
Designated Filer:
York Capital Management Global Advisors, LLC

Signature:
  
   
/s/ William Vrattos  
Name:  William Vrattos
  
   
May 21, 2019
  
Date