Sec Form 13D Filing - HGC Next Inv LLC filing for NextDecade Corp. (NEXT) - 2024-06-17

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

 

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*  

 

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NextDecade Corporation

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

65342K 105

(CUSIP Number)

Shawn Kim

280 Park Avenue, 23rd Floor East Tower

New York, New York

(929) 415-4433

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

 

Eric C. Otness, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
1000 Louisiana, Suite 6800
Houston, Texas 77002-5026
Tel.: (713) 655-5100

June 13, 2024

(Date of Event Which Requires Filing of This Statement)

 

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that 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.  ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D relates to the shares of common stock, $0.0001 par value per share (“Common Stock”) of NextDecade Corporation, a Delaware corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed on February 16, 2023, as amended by Amendment No. 1 thereto on July 18, 2023 (“Amendment No. 1”) (as amended, the “Schedule 13D”). This Amendment No. 2 represents an initial Schedule 13D filing for Hanwha Aerospace Co., Ltd., Hanwha Ocean USA International LLC, Hanwha Ocean USA Holdings Corp. and Hanwha Ocean Co., Ltd. (the “New Reporting Persons). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D.

Item 1 of this Schedule 13D is hereby amended and restated as follows:

This statement on Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, $0.0001 par value per share (“Common Stock”) of NextDecade Corporation, a corporation formed under the laws of the State of Delaware (the “Issuer”), whose principal executive offices are located at 1000 Louisiana Street, Suite 3300, Houston, Texas 77002.

Item 2 of this Schedule 13D is hereby amended and restated as follows:

Each of HIP and HIG may be deemed to have voting and investment power over the Common Stock beneficially owned by HGC. Each of Hanwha Ocean Corp. and Hanwha Ocean may be deemed to have voting and investment power over the Common Stock beneficially owned by Hanwha Ocean LLC.

(d)

Except as set forth on Annex B attached hereto, none of the Reporting Persons, nor, to the best of their knowledge, any of their Covered Persons has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3 of this Schedule 13D is hereby supplemented by the following:

Pursuant to the secondary block trade agreement (the “Hanwha Ocean Block Trade Agreement”), dated June 13, 2024, by and among Hanwha Ocean LLC and the sellers party thereto (the “Sellers”), and the secondary block trade agreement (the “Hanwha Aerospace Block Trade Agreement” and, together with the Hanwha Ocean Block Trade Agreement, the “Block Trade Agreements”), dated June 13, 2024, by and among Hanwha Aerospace and the Sellers, Hanwha Ocean LLC and Hanwha Aerospace agreed to purchase up to 35,072,737 shares of Common Stock, in each case pursuant to the terms and conditions of the applicable Block Trade Agreement. The purchase of the Common Stock by both Hanwha Ocean LLC and Hanwha Aerospace pursuant to the Block Trade Agreements is expected to close within two business days of the HSR Clearance Date (as defined in each of the Block Trade Agreements).

The shares of Common Stock that Hanwha Ocean LLC agreed to purchase pursuant to the Hanwha Ocean Block Trade Agreement will be paid for with the working capital of Hanwha Ocean. The shares of Common Stock that Hanwha Aerospace agreed to purchase pursuant to the Hanwha Aerospace Block Trade Agreement will be paid for with the working capital of Hanwha Aerospace.

References to, and descriptions of, the Hanwha Ocean Block Trade Agreement and the Hanwha Aerospace Block Trade Agreement set forth herein are not intended to be complete and are qualified in their entirety by reference to the text of such agreements, which are attached hereto as Exhibit 99.2 and 99.3, respectively.

Item 4 of this Schedule 13D is hereby amended and supplemented as follows:

The information in Item 3 of this Schedule 13D is incorporated herein by reference.

Items (a) – (c) of this Schedule 13D are hereby amended and restated as follows:

(a) – (b) Calculations of the percentage of Common Stock beneficially owned are based on an aggregate of 257,994,156 shares of Common Stock issued and outstanding as of May 3, 2024 as set forth in the Issuer’s Amendment No. 1 to its most recent Quarterly Report on Form 10-Q/A, as filed with the Securities and Exchange Commission on May 13, 2024.

The aggregate number and percentage of the Common Stock beneficially owned by each of the Reporting Persons and, for such Reporting Persons, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

(c) Except as set forth in this Schedule 13D, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days.

 

Item 6 of this Schedule 13D is hereby amended and supplemented as follows:

The information in Item 3 of this Schedule 13D is incorporated herein by reference.