13D Filing: York Capital Management and Nextdecade Corp. (NEXT)

In connection with the Closing, all outstanding interests in NextDecade, LLC were canceled in exchange for the right to receive Shares of the Issuer, as further provided by the Merger Agreement, including Shares issuable upon the satisfaction of certain milestones as provided in Section 2.11 of the Merger Agreement.   As a result, York Capital received 9,223,876 Shares (which excludes 1,807,584 contingent  Shares issuable upon the satisfaction of certain milestones); York Select received 3.882.287 Shares (which excludes 728,555 contingent Shares issuable upon the satisfaction of certain milestones); York Select Master received 3,393,507 Shares (which excludes 657,350 contingent Shares issuable upon the satisfaction of certain milestones); York Credit Opportunities received 11,730,107 Shares (which excludes 2,303,585 contingent Shares issuable upon the satisfaction of certain milestones); York Credit Opportunities Master received 12,604,935 Shares (which excludes 2,441,678 contingent Shares issuable upon the satisfaction of certain milestones); York European Fund received 2,518,089 Shares (which excludes 487,774 contingent Shares issuable upon the satisfaction of certain milestones); York Multi-Strategy received 13,542,692 Shares (which excludes 2,623,329 contingent Shares issuable upon the satisfaction of certain milestones); and York Select Investors received 885,628 Shares (which excludes 171,553 contingent Shares issuable upon the satisfaction of certain milestones).

References to, and descriptions of, the Merger Agreement set forth herein are not intended to be complete and are qualified in their entirety by reference to the text of the Agreement, which is included as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, dated April 18, 2017.

Item 4.

Purpose of Transaction.

The response to Item 3 of this Statement is incorporated herein by reference.

As further described in Item 6, Matthew Bonanno, David Magid and William Vrattos were designated by YGA to serve on the board of directors of the Issuer (the “Board”).  Mr. Bonanno is also the Chairperson of the Nominating, Corporate Governance and Compensation Committee.  As a result, the Reporting Person intends to take an active role in working with the Issuer’s management on operational, financial and strategic initiatives.

The Reporting Person is engaged in the investment trading business and, in pursuing this business, analyzes the operations, capital structure and markets of companies, including the Company, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies. The Reporting Person intends to communicate with the Board, members of management and/or other stockholders from time to time with respect to operational, strategic, financial or governance matters or otherwise work with management and the Board.  The Reporting Person intends to review the Reporting Person’s investment in the Company on a continuing basis. The Reporting Person reserves the right to sell all or some of the shares of Common Stock beneficially owned by them, to purchase additional shares of Common Stock, either separately or together with other persons, or to otherwise trade in the shares of Common Stock, in open market or private transactions. The Reporting Person may receive Shares pursuant to Section 2.11 of the Merger Agreement upon the satisfaction of certain milestones. The Reporting Person also reserves the right to acquire or dispose of derivatives or other instruments related to shares of Common Stock or other securities of the Company, provided that in its judgment such transactions are advisable.

Except as set forth herein, the Reporting Person does not have any plans or proposals which relate to or would result in:

(a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;

(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

(c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

(d) any change in the board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;