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Filing Details

Accession Number:: 0001140361-19-009587
Form Type:: 13D Filing
Publication Date:: 2019-05-21 21:51:14

Filed By:: York Capital Management
Company:: Nextdecade Corp. (NASDAQ:NEXT)
Filing Date:: 2019-05-22
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
York Capital Management Global Advisors	0	59,506,758	0	59,506,758	59,506,758	53.32%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

NextDecade Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of class of securities)

65342K105

(CUSIP number)

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

(Name, address and telephone number of person authorized to receive notices and communications)

May 17, 2019

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box ☐.

Schedule 13D
CUSIP No. 65342K105

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	York Capital Management Global Advisors, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 (see Item 5)

		8	SHARED VOTING POWER
			59,506,758 (see Item 5)

		9	SOLE DISPOSITIVE POWER
			0 (see Item 5)

		10	SHARED DISPOSITIVE POWER
			59,506,758 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	59,506,758 (see Item 5)

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	53.32% (see Item 5)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

This Amendment No. 6 (“Amendment No. 6”) 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 1.

Security and Issuer.

Item 1 is amended and supplemented as follows:

The address of the Issuer’s principal executive offices is 1000 Louisiana Street, Suite 3900, Houston, Texas 77002.

Item 2.

Identity and Background.

Item 2 is amended and supplemented as follows:

The terms “Preferred Shares” and “Warrants,” as originally defined in Amendment No. 4, are hereinafter defined as the “Series A Preferred Shares” and the “Series A Warrants,” respectively.

(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:

•

9,544,589 Shares beneficially owned directly by York Capital Management, L.P., a Delaware limited partnership (“York Capital”), comprised of 9,240,977 Shares and 303,612 Shares issuable upon (i) the conversion of 2,034 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 32,412 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”);

•

8,161,422 Shares beneficially owned directly by York Select Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Select Strategy”);

•

12,137,942 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 386,019 Shares issuable upon (i) conversion of 2,586 Series A Preferred Shares pursuant to the Series A Certificate of Designations and (ii) the exercise of 41,219 Series A Warrants pursuant to the Series A Warrant Agreement;

•

13,043,441 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 415,093 Shares issuable upon (i) conversion of 2,781 Series A Preferred Shares pursuant to the Series A Certificate of Designations and (ii) the exercise of 44,293 Series A Warrants pursuant to the Series A Warrant Agreement;

•

2,605,704 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 82,981 Shares issuable upon (i) conversion of 556 Preferred Shares pursuant to the Certificate of Designations and (ii) the exercise of 8,848 Warrants pursuant to the Warrant Agreement;

•

14,013,660 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 445,857 Shares issuable upon (i) conversion of 2,987 Preferred Shares pursuant to the Certificate of Designations and (ii) the exercise of 47,590 Warrants pursuant to the Warrant Agreement;

•

0 Shares beneficially owned directly by York Tactical Energy Fund L.P., a Delaware limited partnership (“York Tactical”); and

•

0 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, the “Series B Preferred Participants” and Series B Preferred Participants together with York Capital, York Select Strategy, York Credit Opportunities, York Credit Opportunities Master, York European Fund, York Multi-Strategy, the “York Funds”).

The foregoing Share ownership amounts are as of May 17, 2019, and reflect the receipt of dividend payments on the Series A Preferred Shares, but do not reflect the issuance of the Series B Preferred Shares (as defined below) or the Series B Warrants (as defined below) pursuant to the Series B Purchase Agreement (as defined below).

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. Matthew Bonanno is a Partner and Co-Head of North American Credit at YGA. David Magid is a Research Analyst at YGA. William Vrattos is a Partner and Co-Chief Investment Officer at 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 4.

Purpose of Transaction.

Item 4 is amended and supplemented as follows:

The responses to Item 2 of this Amendment No. 6 are incorporated herein by reference.

Series B Preferred Shares and Warrants

The Series B Participants entered into the Series B Convertible Preferred Stock Purchase Agreement, dated as of May 17, 2019 (the “Series B Purchase Agreement”) pursuant to which the Issuer agreed to sell, and the Series B Participants agreed to purchase, in the aggregate, (i) 5,100 shares of Series B Convertible Preferred Stock of the Issuer (the “Series B Preferred Shares”), including 100 shares of Series B Preferred Shares as an origination fee, with the rights and obligations as set forth in the Certificate of Designations of Series B Convertible Preferred Stock of the Issuer, dated as of September 28, 2018 (the “Series B Certificate of Designations”), and (ii) associated warrants (the “Series B Warrants”), in an amount to be determined based on a formula specified under, and with rights and obligations as set forth in, the Warrant Agreement in the form which is attached to this Amendment No. 6 as Exhibit 10.22 (the “Series B Warrant Agreement”). Pursuant to the Series B Purchase Agreement, the Series B Preferred Shares and the Series B 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. The transactions contemplated by the Series B Purchase Agreement are expected to close on or before May 24, 2019 (the “Series B Closing Date”).

The Issuer has the option to convert all, but not less than all, of the Series B Preferred Shares into Shares at a conversion price of $7.50 per share, subject to adjustments, as specified in the Series B Certificate of Designations, on any date on which the volume weighted average trading price of Shares 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. In addition, the Issuer must convert all of the Preferred Series B Shares into Shares at a conversion price of $7.50, subject to adjustments, on the earlier of (i) 10 Business Days following a FID Event (as defined in the Series B Certificate of Designations) and (ii) the tenth anniversary of the Closing Date in each case, subject to adjustments as specified in the Series B Certificate of Designations.

Pursuant to the Series B Certificate of Designations, each holder of outstanding Series B Preferred Shares is entitled to vote with the holders of outstanding Shares, voting together as a single class, with respect to any and all matters presented to the stockholders of the Issuer for their action or consideration (whether at a meeting of stockholders of the Issuer, by written action of stockholders in lieu of a meeting or otherwise), except as provided by law. In any such vote, the Series B Certificate of Designations provides that each outstanding Series B Preferred Share is entitled to a number of votes equal to the amount of whole Shares into which the Series B Shares in the aggregate is convertible as if such share of Series B Preferred Shares was converted at “market value” on the date the Series B Preferred Share was issued as of the record date for the meeting of stockholders or such vote or written consent. In addition, the Issuer will pay dividends on the Series B Shares and such dividends will be cumulative and accrue at a rate of 12% per annum on their then existing Series B Liquidation Preference (as defined in the Series B Certificate of Designations) and will be payable in cash or in-kind quarterly, at the Issuer’s option and subject to the terms and conditions set forth in the Series B Certificate of Designations. The Series B Preferred Shares will also participate, on an as-converted basis, in any dividends paid to the holders of Shares.

Pursuant to the Series B Warrant Agreement, the Series B Warrants to be issued to the York Series B Preferred Participants at the Series B Closing represent the right to acquire a number of Shares, determined by a formula specified in the Series B Warrant Agreement, on the exercise date, at an exercise price of $0.01 per share, subject to adjustments. The Series B Warrants may be exercised by the holder only on the third anniversary of the Series B Closing Date. The Issuer can force a mandatory exercise of the Series B Warrants prior to such date if the volume weighted average trading price of Shares 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 as specified in the Series B Warrant Agreement.

Registration Rights Agreement

In connection with the Series B Purchase Agreement, on the Series B Closing Date, the Issuer and certain funds affiliated with the Reporting Persons will enter into a registration rights agreement, the form of which is attached to this Amendment No. 6 as Exhibit 10.23 (the “Registration Rights Agreement”), which provides for demand and piggy-back registration rights covering the Shares underlying the Series B Preferred Shares and the Series B Warrants.

Purchaser Rights Agreement

In connection with the Series B Purchase Agreement on the Series B Closing Date, the Issuer and the Series B Preferred Participants will enter into a purchaser rights agreement, the form of which is attached to this Amendment No. 6 as Exhibit 10.24 (the “Purchaser Rights Agreement”). Pursuant to the Purchaser Rights Agreement, the Series B Preferred Participants will have a right of first refusal to purchase any project-level equity or equity-linked securities (including, without limitation, preferred equity, combinations of equity or any other instruments or forms of equity capital) issued to finance the development, construction, commissioning and/or operation of the Company’s Rio Grande LNG facility to be located on the U.S. Gulf Coast (the “Project”) as will be provided under the Purchaser Rights Agreement. The project equity rights are subject to certain transfer restrictions. In addition, pursuant to the Purchaser Rights Agreement, the Series B Preferred Participants, prior to an FID Event (as defined in the Purchaser Rights Agreement), will have the right to purchase their pro rata share of any future issuance of shares of Series C Preferred Stock of the Issuer in accordance with the terms of the Purchaser Rights Agreement.

The foregoing descriptions are summaries and are qualified in their entirety by reference to the Series B Purchase Agreement, the Warrant Agreement, the Series B Certificate of Designations, the Registration Rights Agreement and the Purchaser Rights Agreement, which are attached to the Statement as Exhibits 10.20, 10.21, 10.22, 10.23 and 10.24, respectively, and are incorporated herein by such reference.

Item 5.

Interests in the Securities of the Issuer.

Item 5 is amended and restated as follows:

The beneficial ownership information that follows is as of May 17, 2019, prior to the Series B Closing, without giving effect to the issuance of the Series B Preferred Shares or Series B Warrants pursuant to the Series B Purchase Agreement and Series B Warrant Agreement, and assuming as if the Series A Preferred Shares and Series A Warrants beneficially owned by the Reporting Person were convertible or exercisable, as the case may be, on the date of the Closing.

(a) (i) YGA may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 59,506,758 Shares in the aggregate, comprised of 57,873,196 Shares and 1,633,562 Shares issuable upon (i) the conversion of 10,944 Series A Preferred Shares and (ii) the exercise of 174,362 Warrants, which represents approximately 53.32% of the outstanding Shares (based on (i) 109,979,473 outstanding Shares outstanding at May 3, 2019, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 (the “First Quarter 10-Q”) filed with the SEC on May 7, 2019, plus (ii) 1,633,562 Shares representing the aggregate number of Shares issuable in upon the conversion of Series A Preferred Shares and exercise of Series A 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 9,544,589 Shares, comprised of 9,240,977 Shares and 303,612 Shares issuable upon (i) the conversion of 2,034 Series A Preferred Shares and (ii) the exercise of 32,412 Series A 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 12,137,942 Shares, comprised of 11,751,923 Shares and 386,019 Shares issuable upon (i) conversion of 2,586 Series A Preferred Shares and (ii) the exercise of 41,219 Series A 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 13,043,441 Shares, comprised of 12,628,348 Shares and 415,093 Shares issuable upon (i) conversion of 2,781 Series A Preferred Shares and (ii) the exercise of 44,293 Series A 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 2,605,704 Shares, comprised of 2,522,723 Shares and 82,981 Shares issuable upon (i) conversion of 556 Series A Preferred Shares and (ii) the exercise of 8,848 Series A 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.

(vii) York Multi-Strategy may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 14,013,660 Shares, comprised of 13,567,803 Shares and 445,857 Shares issuable upon (i) conversion of 2,987 Series A Preferred Shares and (ii) the exercise of 47,590 Series A 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) 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 59,506,758 Shares in the aggregate, comprised of 57,873,196 Shares and 1,633,562 Shares issuable upon (i) the conversion of 10,944 Preferred Shares and (ii) the exercise of 174,362 Warrants, which represents approximately 53.11% of the outstanding Shares (based on (i) 109,979,473 outstanding Shares as reported in the First Quarter 10-Q, plus (ii) 1,633,562 Shares representing the aggregate number of Shares issuable in upon the conversion of Series A Preferred Shares and exercise of Series A 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 9,544,589 Shares, comprised of 9,240,977 Shares and 303,612 Shares issuable upon (i) the conversion of 2,034 Series A Preferred Shares and (ii) the exercise of 32,412 Series A 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 9,544,589 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 12,137,942 Shares, comprised of 11,751,923 Shares and 386,019 Shares issuable upon (i) conversion of 2,586 Series A Preferred Shares and (ii) the exercise of 41,219 Series A 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 12,137,942 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 13,043,441 Shares, comprised of 12,628,348 Shares and 415,093 Shares issuable upon (i) conversion of 2,781 Series A Preferred Shares and (ii) the exercise of 44,293 Series A 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 13,043,441 Shares.

(vi) York European Fund may be deemed to have the sole power to dispose of, vote or direct the disposition or vote of 2,605,704 Shares, comprised of 2,522,723 Shares and 82,981 Shares issuable upon (i) conversion of 556 Series A Preferred Shares and (ii) the exercise of 8,848 Series A 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 2,605,704 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 14,013,660 Shares, comprised of 13,567,803 Shares and 445,857 Shares issuable upon (i) conversion of 2,987 Series A Preferred Shares and (ii) the exercise of 47,590 Series A 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 14,013,660 Shares.

(vii) York Tactical may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 0 Shares. 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 0 Shares.

(viii) 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 0 Shares. 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 0 Shares.

(ix) 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 in Shares during the 60 calendar days preceding the date of this Amendment No. 6.

(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.

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.

Item 7.

Materials to be Filed as Exhibits

Item 7 is hereby amended and supplemented to add the following exhibits:

10.20* – Series B Convertible Stock Purchase Agreement.

10.21 – Certificate of Designations of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.4 of the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2018).

10.22 – Form of Warrant Agreement (incorporated by reference to Exhibit 4.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on May 20, 2019).

10.23 – Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.5 of the Issuer’s Current Report on Form 8-K filed with the SEC on May 20, 2019).

10.24 – Form of Purchaser Rights Agreement (incorporated by reference to Exhibit 10.6 of the Issuer’s Current Report on Form 8-K filed with the SEC on May 20, 2019).

*Filed herewith.

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.

Dated: May 21, 2019
	York Capital Management Global Advisors, LLC

	By:	/s/ Richard P. Swanson
		Name:	Richard P. Swanson
		Title:	General Counsel