- Transaction to result in NextDecade
becoming a publicly listed company
- NextDecade’s Rio Grande LNG among most
advanced second wave U.S. LNG export projects
- 27 million tons LNG per annum (“mtpa”)
project is optimally located in Brownsville, Texas, in close
proximity to the Permian Basin and Eagle Ford Shale
- Rio Grande LNG filed its formal FERC
application in May 2016
Privately held NextDecade, LLC (“NextDecade”) and Harmony Merger
Corp. (NASDAQ: HRMN, HRMNU, and HRMNW) (“Harmony”) today jointly
announced that they have signed a definitive agreement for a
business combination transaction (“Business Combination”), which
would result in NextDecade becoming a publicly listed company.
NextDecade is a privately held liquefied natural gas (“LNG”)
development company focused on LNG export projects and associated
pipelines in the State of Texas. Harmony is a publicly traded
special purpose acquisition company (“SPAC”) whose objective is to
take a company public via a reverse merger.
Harmony currently has approximately $112.8 million of cash in
trust (“Trust Fund”). Assuming no redemptions by Harmony
stockholders, the all-stock transaction is expected to yield a
combined entity with a pro forma enterprise value of more than $1.0
billion at closing, with up to an additional $200 million of
contingent stock consideration to be paid to NextDecade’s members
upon the achievement of certain milestones. Assuming no redemptions
by Harmony stockholders, current Harmony stockholders will own
approximately 13.0% of the combined company immediately following
consummation of the Business Combination.
Harmony’s Board of Directors and Special Advisor have approved
the terms of the merger agreement and has recommended that its
stockholders approve the transaction. NextDecade’s Board of
Managers and NextDecade’s members have approved the terms of the
transaction. Completion of the Business Combination is subject to
approval of the Harmony stockholders and certain customary
conditions. The Business Combination is expected to close late in
the second quarter of 2017.
“We believe a transaction with Harmony will strengthen our
ability to bring competitively priced, U.S.-produced LNG to the
world market in the early part of the next decade,” said Kathleen
Eisbrenner, NextDecade Founder and CEO. “Our choice of proven
technology and strategic South Texas project location combined with
our experienced management team and strong industry relationships
are some of the many reasons that both potential customers and
investors have demonstrated interest in NextDecade.”
“Following confirmatory due diligence activities, we believe
that NextDecade’s commercial, regulatory, and engineering standing
affords the company key competitive advantages and brings a unique
opportunity for Harmony stockholders to participate at the
development stage in an investment in the U.S. LNG export market,”
said Eric Rosenfeld, Harmony Chief Executive Officer. “NextDecade’s
potential growth story is compelling, and our Board of Directors
and Special Advisor, Joel Greenblatt, are excited to witness the
execution of the team’s strategy to provide low-cost LNG to
customers around the world,” he added.
NextDecade’s principal equity holders include funds managed by
York Capital Management, Valinor Management, and Halcyon Capital
Management, who together own a majority interest in NextDecade.
For additional information on the Business Combination, see
Harmony’s Current Report on Form 8-K, which will be filed promptly
and which can be obtained, without charge, at the Securities and
Exchange Commission's internet site (http://www.sec.gov).
For the purposes of this transaction, Harmony is represented by
Graubard Miller and NextDecade is represented by King &
Spalding LLP. Height Securities, LLC is acting as financial advisor
to NextDecade. York Capital Management, Valinor Management and
Halcyon Capital Management are represented by Weil Gotshal &
Manges LLP.
CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING
STATEMENTS
This press release contains forward-looking statements within
the meaning of U.S. federal securities laws. The words “believe”,
“expect”, “intend”, “plan”, “potential”, and similar expressions
are intended to identify forward-looking statements, and these
statements may relate to the merger transaction. These statements
involve a number of known and unknown risks, which may cause actual
results to differ materially from expectations expressed or implied
in the forward-looking statements. These risks include
uncertainties about Harmony’s ability to complete the merger; the
development of the Rio Grande LNG export project following
completion of the merger and other matters discussed in the “Risk
Factors” section of Harmony’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2016, and any updates thereto in
subsequent reports filed with the Securities and Exchange
Commission (the “SEC”). The forward-looking statements in this
press release speak as of the date of this release. Although
Harmony may from time to time voluntarily update its prior
forward-looking statements, it disclaims any commitment to do so
except as required by securities laws.
IMPORTANT INFORMATION FOR STOCKHOLDERS
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication relates to
a proposed business combination between Harmony and NextDecade.
In connection with the proposed Business Combination, Harmony
intends to file with the SEC a definitive proxy statement. The
definitive joint proxy statement for Harmony (if and when
available) will be mailed to stockholders of Harmony. HARMONY
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS
COMBINATION.
Harmony stockholders will be able to obtain free copies of these
documents (if and when available) and other documents containing
important information about Harmony and NextDecade, once such
documents are filed with the SEC through the website maintained by
the SEC at http://www.sec.gov. Copies of the documents filed with
the SEC by Harmony will be available free of charge on Harmony’s
internet website at www.harmonymergercorp.com or by contacting
Harmony using the contact information below.
PARTICIPANTS IN SOLICITATION
Harmony and its directors, executive officers and other members
of its management and employees may be deemed to be participants in
the solicitation of proxies from Harmony’s stockholders in
connection with the Business Combination. Stockholders are urged to
carefully read the proxy statement regarding the Business
Combination when it becomes available, because it will contain
important information. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of Harmony’s stockholders in connection with the
Business Combination will be set forth in the proxy statement when
it is filed with the SEC. Information about Harmony’s executive
officers and directors will be set forth in the proxy statement
relating to the Business Combination when it becomes available. You
can obtain free copies of these and other documents containing
relevant information at the SEC’s web site at www.sec.gov or by
directing a request to the address or phone number set forth
below.
About Harmony Merger Corp.
Harmony (NASDAQ: HRMN) was incorporated in Delaware on May 21,
2014 as a blank check company whose objective is to acquire,
through a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar
business combination, one or more businesses or entities. On March
27, 2015, Harmony consummated its initial public offering (“IPO”)
of 11,500,000 units, each unit consisting of one share of common
stock and one warrant to purchase one common share, and a
simultaneous private placement of units to certain initial
stockholders and Cantor Fitzgerald & Co., the representative of
the underwriters in the IPO. For more information, please visit
www.harmonymergercorp.com.
For further information, please contact:
Harmony Merger Corp.777 Third Avenue, 37th Floor,New York, New
York 10017Attention: David Sgro+ 1 (212) 319
7676ds@harmonymergercorp.com
About NextDecade, LLC
NextDecade, based in The Woodlands, Texas, is a developer of LNG
projects providing customers access to the full LNG value chain.
Founded in 2010, NextDecade has a team of industry leaders with
extensive experience in signing major LNG off-take deals, and
developing and managing LNG, FLNG, and FSRU projects, as well as
associated natural gas and electricity infrastructure around the
world. For more information, please visit www.next-decade.com.
For further information, please contact:
MediaWard for NextDecadeMolly LeCronier+ 1 (713) 869
0707MLeCronier@wardcc.com
About Rio Grande LNG, LLC
Rio Grande LNG is a proposed LNG export facility at the Port of
Brownsville, Texas. The project, planned for a 984-acre industrial
site, and the associated Rio Bravo Pipeline are in the midst of the
extensive Federal Energy Regulatory Commission (FERC) permitting
process. To date, NextDecade has signed 30 mtpa of non-binding
sales agreements for its Rio Grande LNG project and stands ready to
offer flexible solutions to both customers and producers. For more
information on the project, please visit www.riograndelng.com.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170418005540/en/
Harmony Merger Corp.David Sgro,
212-319-7676ds@harmonymergercorp.comorMediaWard for NextDecadeMolly
LeCronier, 713-869-0707MLeCronier@wardcc.com
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