Harmony To Acquire NextDecade In Reverse Take Over Transaction

Published: Mar 13 2017
Deal Summary

Harmony Merger Corp., a special purpose acquisition company, executed a non-binding letter of intent to acquire NextDecade LLC, a liquefied natural gas (LNG) development company, in a reverse takeover transaction.

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.

Following the completion of the transaction, NextDecade will be public listed company and shareholders of Harmony will own approximately 13.4% of the combined company.

Height Securities, LLC is acting as financial advisor and King & Spalding LLP is acting as legal advisor to NextDecade in the transaction. Graubard Miller is acting as legal advisor to Harmony in the transaction. The transaction will enable NextDecade to enhance its ability to provide flexible solutions to customers and producers.

The transaction is expected to be completed in the second quarter of 2017, subject to the satisfaction of certain conditions including, but not limited to, execution of definitive agreements, approval of the transaction by Harmony’s stockholders, receipt of regulatory approval.

Eric Rosenfeld, CEO of Harmony, said, “We are pleased to work towards bringing our stockholders this unique opportunity to participate in the U.S. LNG export market at what we at Harmony believe to be a discount to intrinsic value. NextDecade’s commercial and regulatory progress, coupled with its location on the Texas Gulf Coast in close proximity to the Permian Basin and Eagle Ford Shale, positions the company to provide low-cost LNG to customers around the world.”

Kathleen Eisbrenner, CEO of NextDecade, said, “After conducting an extensive review with our Board of Directors regarding development financing considerations, we are delighted to be advancing the process of merging with Harmony. Eric and his team have successfully completed four SPAC transactions, and have extensive experience in public markets. This transaction is a natural next step in NextDecade’s strategy of continuing to de-risk its projects to attract world-class customers and access capital on competitive terms. We believe that the proposed Merger will enhance NextDecade’s ability to provide flexible solutions to customers and producers, and create value for our current and future stakeholders and partners.”

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