Harmony Merger Completes Acquisition Of NextDecade In Reverse Takeover Transaction

Published: Mar 13 2017
Deal Summary

Harmony Merger Corp., a special purpose acquisition company, completed the acquisition of NextDecade LLC, a liquefied natural gas (LNG) development company, in a reverse takeover transaction. NextDecade is backed by York Capital Management, Valinor Management and Halcyon Capital Management.

As part of the transaction, upon the achievement of certain milestones, Harmony paid up to an additional US$200 million of contingent stock consideration to NextDecade.

NextDecade is focused on LNG export projects and associated pipelines in Texas, the US. The company’s first proposed LNG export facility, the Rio Grande LNG project (RGLNG), is located in Brownsville, Texas, along with the associated Rio Bravo pipeline originating in the Agua Dulce market area. The project estimated to produce 27 million tons LNG per annum.

The combined company is named as NextDecade Corp. Following the transaction, NextDecade became public listed company and shareholders of Harmony own approximately 13.4% of the combined company.

Height Securities, LLC acted as financial advisor and King & Spalding LLP acted as legal advisor to NextDecade in the transaction. Graubard Miller acted as legal advisor to Harmony Merger in the transaction. Weil, Gotshal & Manges LLP acted as legal advisor to York Capital, Valinor and Halcyon Capital in the transaction. The transaction enables NextDecade to enhance its ability to provide flexible solutions to customers and producers.

The board of directors and special advisors of Harmony Merger; and the board of managers and members of Nextdecade approved the proposed transaction.

Kathleen Eisbrenner, CEO of NextDecade, said, “Today marks an important milestone for NextDecade. As a public company, NextDecade will be able to better serve its stakeholders and realize its goal of providing competitively-priced LNG to the global marketplace.”

Eric Rosenfeld, CEO of Harmony Merger, said, “The LNG industry is in the midst of a global transformation and the United States is at the forefront of this changing industry. NextDecade is ideally suited to capitalize on this movement with its advantaged geographic location, experienced management team and advanced project portfolio. We are thrilled to have completed our merger and look forward to working together to bring new energy to our allies and partners.”

Deal history

Completed: On July 24, 2017, Harmony Merger completed the acquisition of NextDecade, in a reverse takeover transaction.

Update: On April 17, 2017, Harmony Merger signed a definitive agreement to acquire NextDecade, in a reverse takeover transaction.

Announced: On March 13, 2017, Harmony Merger executed a non-binding letter of intent to acquire NextDecade, in a reverse takeover transaction.

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