HARMONY MERGER CORP. (NASDAQ:HRMN) Files An 8-K Entry into a Material Definitive Agreement

HARMONY MERGER CORP. (NASDAQ:HRMN) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive Agreement.

About NextDecade, LLC

NextDecade, LLC (NextDecade) is a liquefied natural gas
(LNG) development company focused on LNG export projects
and associated pipelines in the State of Texas. NextDecades first
proposed LNG export facility, the Rio Grande LNG project located
in Brownsville, Texas, along with the associated Rio Bravo
pipeline originating in the Agua Dulce market area, is
well-positioned among the second wave of U.S. LNG projects.
NextDecade submitted its pre-filing request to the Federal Energy
Regulatory Commission (FERC) in March 2015 and filed its
formal application for Rio Grande LNG (FERC docket #
CP16-454-000) and the associated Rio Bravo Pipeline (FERC docket
# CP16-455-000) in May 2016. NextDecade anticipates receiving its
draft environmental impact statement from FERC in mid-2017.
NextDecade has robust commercial offtake and gas supply
strategies in place, as well as non-binding customer commitments
indicating strong market interest.

General; Structure of Transactions

On April 17, 2017, Harmony Merger Corp., a Delaware corporation
(Harmony), entered into an Agreement and Plan of Merger
(the Agreement) by and among Harmony, Harmony Merger Sub,
LLC, a Delaware limited liability company and wholly-owned
subsidiary of Harmony (Merger Sub), NextDecade, York
Credit Opportunities Investments Master Fund, L.P., an exempted
limited partnership registered in the Cayman Islands (York
Credit Opportunities
), York Multi-Strategy Master Fund, L.P.,
an exempted limited partnership registered in the Cayman Islands
(York Multi-Strategy), York Select Master Fund, L.P., an
exempted limited partnership registered in the Cayman Islands
(York Select), York Global Finance 43, LLC, a Delaware
limited liability company (Blocker One), Valinor
Management, L.P., a Delaware limited partnership (the Valinor
Blocker Manager
), Valinor Capital Partners SPV XXI, LLC, a
Delaware limited liability company (Blocker Two), Halcyon
Capital Management L.P., a Delaware limited partnership (the
Halcyon Blocker Manager which, together with the Valinor
Blocker Manager, are referred to herein each as a Blocker
Manager
and, together, the Blocker Managers), Halcyon
Energy, Power, and Infrastructure Capital Fund Offshore, LLC, a
Delaware limited liability company (Blocker Three),
Halcyon Energy, Power, and Infrastructure Capital Holdings
Offshore LLC, a Delaware limited liability company (Blocker
Four
), and Halcyon Energy, Power, and Infrastructure Capital
Fund LP, a Delaware limited partnership (Blocker Five)
which, together with Blocker One, Blocker Two, Blocker Three and
Blocker Four, are referred to herein each as a Blocker
Company
and collectively, the Blocker Companies).

Subject to the Agreement, each of the Blocker Companies will
merge with and into Harmony (each a Blocker Merger and,
together, the Blocker Mergers), with Harmony being the
surviving entity of the Blocker Mergers and, immediately
thereafter Merger Sub will merge with and into NextDecade (the
Merger) with NextDecade being the surviving entity of the
Merger (the Surviving Company) and becoming a wholly-owned
subsidiary of Harmony.

As a result of the Blocker Mergers and the Merger, among other
things, all outstanding limited liability company interests or
limited partnership interests, as applicable, in each of the
Blocker Companies (each such interest in a Blocker Company a
Blocker Membership Interest and, collectively, the
Blocker Membership Interests) and all existing membership
interests of NextDecade (the NextDecade Membership
Interests
) will be canceled in exchange for the right to
receive the consideration described herein and in the Agreement.

The Blocker Mergers and the Merger are expected to be consummated
late in the second quarter

of 2017, after the required approval by the stockholders of
Harmony and the fulfillment of certain other conditions to
closing, as described herein and in the Agreement.

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 additional stock consideration to be paid to
NextDecades shareholders upon the achievement of certain
milestones.

The following summaries of the Blocker Mergers, the Merger, the
Agreement, the Proposed Transactions and the other agreements to
be entered into are qualified in their entirety by reference to
such agreements, certain of which are attached as exhibits hereto
and are incorporated herein by reference.

Consideration in the Blocker Mergers and the
Merger

Upon consummation of the Blocker Mergers and the Merger (the
Closing), all of the Blocker Membership Interests and
NextDecade Membership Interests outstanding immediately prior to
the effective time of the transactions will be automatically
cancelled and extinguished and converted, collectively, into the
right to receive an aggregate of 97,866,510 shares of common
stock, par value $0.0001 per share, of Harmony (Harmony Common
Stock
) that will result in the former Blocker Membership
Interest and NextDecade Membership Interest holders owning
approximately 87.0% of the issued and outstanding Harmony Common
Stock following the Merger and the current Harmony stockholders
owning approximately 13.0% of the issued and outstanding Harmony
Common Stock following the Merger (assuming no holder of Harmony
Common Stock exercises their conversion rights provided in
Harmonys charter documents); provided, that such ownership
percentage may subject to certain adjustments prior to Closing as
is set forth in the Agreement.

All issued NextDecade Membership Interests under the Companys
Incentive Plan (MIP) that would otherwise be unvested
immediately prior to the Closing will be automatically canceled
and extinguished and converted into the right to receive (A) at
Closing, an economically-equivalent number of shares of common
stock of Harmony (the Restricted Closing Shares) and (B)
following the Closing and continuing for so long as any
Restricted Shares (as defined below) remain subject to the
transfer and forfeiture restrictions set forth below and subject
to applicable securities laws and stock exchange rules, in the
event that any additional shares of common stock of Harmony are
issued, an additional number of shares of common stock of Harmony
(together with the Restricted Closing Shares, the Restricted
Shares
) such that, following such issuance, the percentage of
common stock of Harmony held by each holder of Restricted Shares
remains unchanged, in each case that are subject to transfer and
forfeiture restrictions that are substantially similar to the
transfer and forfeiture restrictions as were applicable to the
exchanged unvested NextDecade Membership Interests.

Contingent Shares

In addition to the consideration described above, the holders of
NextDecade Membership Interests (the Members) and the
owners of the Blocker Membership Interests (the Blocker
Owners
) shall be entitled to receive an additional 4,893,326
shares (up to 19,573,304 shares in the aggregate) of Harmony
Common Stock upon the achievement by NextDecade of each of the
following milestones:

NextDecade, the Surviving Company or one or more subsidiaries
of the foregoing receiving the Final Environment Impact
Statement issued by the Federal Energy Regulatory Commission
by June 30, 2018;
The execution by NextDecade, the Surviving Company or one or
more subsidiaries of the foregoing of a binding sale and
purchase or tolling agreement (with customary conditions
precedent) for the sale and purchase of, or the provision of
tolling services with respect to, at least 1 million tons of
liquefied natural gas per annum by June 30, 2018;
The execution by NextDecade, the Surviving Company or one or
more subsidiaries of the foregoing of an engineering
procurement and construction contract (with customary
conditions precedent) for the construction of the Rio Grande
LNG export terminal by December 31, 2018; and
An affirmative vote of the board of directors of the
Surviving Company to make a final investment decision for the
Rio Grande LNG or Rio Bravo Pipeline projects by June 30,
2019.

Representations and Warranties

The Agreement contains representations and warranties of the
Blocker Companies, NextDecade, Harmony and Merger Sub relating
to, among other things, (a) organization and qualification, (b)
subsidiaries, (c) capitalization, (d) authority relative to the
Agreement, (e) no conflict; required filings and consents, (f)
compliance, (g) SEC reports and financial statements, (h)
undisclosed liabilities, (i) absence of certain changes or
events, (j) litigation, (k) employee benefit plans, (l) labor
matters, (m) certain business activities, (n) title to property,
(o) taxes, (p) environmental matters, (q) brokers, (r)
intellectual property, (s) agreements, contracts and commitments,
(t) insurance, (u) interested party transactions, (v) listing of
Parents securities, (w) Parents trust account, (x) a prior
settlement agreement involving Parent and (y) emerging growth
company status of Parent.

Covenants

Harmony, NextDecade and the Blocker Companies have each agreed to
use their commercially reasonable efforts to take such actions as
are necessary, proper or advisable to consummate the Blocker
Mergers and Merger. They have also agreed to continue to operate
their respective businesses in the ordinary course prior to the
date on which the Closing occurs (the Closing Date) and
not to take certain specified actions without the prior written
consent of the other party.

The Agreement also contains additional covenants of the parties,
including, among others, covenants providing for:

The parties to use commercially reasonable efforts to obtain
all necessary approvals from governmental agencies and other
third parties;

The protection of, and access to, confidential information of
the parties;
NextDecade and Harmony and their respective affiliates
ceasing discussions for alternative transactions (subject to
certain limited exceptions);
Harmony to adopt an incentive stock plan as of the Closing;
Harmony to prepare and file a proxy statement as soon as
reasonably practicable to solicit proxies from the Harmony
stockholders to vote on, among other matters, a proposal
regarding the approval of the Blocker Mergers and the Merger;
Harmony to use its commercially reasonable best efforts to
maintain the listing of Harmonys common stock and warrants on
the NASDAQ Stock Market (Nasdaq);
NextDecade, the Blocker Companies and their affiliates to
waive their rights to make claims against Harmony to collect
from the trust account; and
NextDecade to provide certain periodic financial information
to Harmony through the Closing.

Conditions to Closing

General Conditions

Consummation of the Blocker Mergers and Merger is subject to the
satisfaction or waiver of various closing conditions, including,
among others: (i) adoption of the Agreement and approval of the
Proposed Transactions contemplated thereby by the requisite vote
of Harmonys stockholders; (ii) Harmony having at least $5,000,001
of net tangible assets following the exercise of conversion
rights by existing holders of Harmony Common Stock; (iii)
expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
and (iv) the Harmony Common Stock to be issued in the Blocker
Merger and the Merger shall be approved for listing on Nasdaq
subject to the requirement to have a sufficient number of round
lot holders.

In addition, the consummation of the Blocker Mergers and Merger
is conditioned upon, among other things: no governmental entity
having enacted, issued, promulgated, enforced or entered any
statute, rule, regulation, executive order, decree, injunction or
other order (whether temporary, preliminary or permanent) which
is in effect and which has the effect of making the Merger
illegal or otherwise restraining, enjoining or prohibiting
consummation of the Merger on the terms and conditions
contemplated by the Agreement.

Harmony and Merger Sub Conditions to Closing

The obligations of Harmony and Merger Sub to consummate and
effect the Merger are also subject to the satisfaction or waiver
of various conditions, including, among other things:

there being no material adverse change affecting NextDecade;
the Lock-Up Agreements (described below) shall have been
executed and delivered by the parties thereto; and

(i) all outstanding indebtedness owned by any insider of
NextDecade shall have been repaid in full; (ii) all
guaranteed or similar arrangements to which NextDecade has
guaranteed the payment or performance of any obligations of
any NextDecade insider to a third party shall have been
terminated; and (iii) no NextDecade insider shall own any
direct equity interests in any subsidiary of NextDecade or in
any other entity that is controlled, directly or indirectly,
by NextDecade that utilizes in its name NextDecade or any
derivative thereof.

NextDecade Conditions to Closing

The obligations of NextDecade to consummate the and effect the
Merger are also subject to the satisfaction or waiver of various
conditions, including, among other things:

there being no material adverse change affecting Harmony;
Harmony shall have been in compliance with the reporting
requirements under the United States Securities Act of 1933,
as amended, and the United States Securities Exchange Act of
1934, as amended;
certain persons shall have resigned from all of their
positions and offices with Harmony and Merger Sub;
the Registration Rights Agreement (described below) shall
have been executed and delivered and shall be in full force
and effect;
Harmony shall have arranged for funds remaining in the trust
account to be dispersed to NextDecade and certain other
parties upon the closing of the Transactions;
no less than $25,000,000 remains in the trust account
following the exercise by the holders of shares of Harmony
common stock issued in Harmonys initial public offering of
securities and outstanding immediately before the Closing of
their right to convert their shares of Harmony common stock
held by them into a pro rata share of the trust account in
accordance with Harmonys charter documents; and
Harmony shall have terminated certain finder fee agreements.

Termination

Harmonys board of directors and special advisor have approved the
terms of the merger agreement and has recommended that its
stockholders approve the transaction. NextDecades board of
managers and NextDecades members have approved the terms of the
transaction. The Agreement may be terminated at any time, but not
later than the Closing, as follows:

by mutual written consent of Harmony and NextDecade;
by either Harmony or NextDecade in certain circumstances if
the Merger is not consummated on or before July 27, 2017 or,
with the prior consent of NextDecade, such later date as may
be approved by the stockholders of Harmony;

by either Harmony or NextDecade if a governmental entity
shall have issued an order, or taken any other action, in any
case having the effect of permanently restraining, enjoining
or otherwise prohibiting the Proposed Transactions, which
order, decree, ruling or other action is final and
nonappealable;
by either Harmony or NextDecade if the other party has
breached any of its covenants or representations and
warranties such that the applicable condition to closing
would not be satisfied and has not cured its breach within
thirty days of a notice of such breach, provided that the
terminating party is itself not in uncured material breach;
by either Harmony or NextDecade if, at the Harmony
stockholder meeting, the Proposed Transactions are not
approved by holders of Harmony shares or Harmony will have
less than $5,000,001 of net tangible assets following the
exercise by the holders of shares of Harmony Common Stock
issued in Harmonys initial public offering of their rights to
convert the shares of Harmony Common Stock held by them into
cash;
by NextDecade if less than $25,000,000 remains in the trust
account following the exercise by the holders of shares of
Harmony Common Stock issued in Harmonys initial public
offering of securities and outstanding immediately before the
closing of their right to convert their shares of Harmony
Common Stock held by them into a pro rata share of the trust
account in accordance with Harmonys charter documents; or
by NextDecade, if the board of directors of Harmony or any
committee or agent or representative thereof shall withdraw
or propose to withdraw the Harmony board of directors
recommendation that the holders of Harmony Common Stock vote
in favor of the adoption of the Agreement and the approval of
the Merger.

Indemnification of Harmony and the Surviving
Company

To provide a fund for payment to Harmony and the Surviving
Company with respect to their post-closing rights to
indemnification under the Agreement for breaches of
representations and warranties and covenants by NextDecade (and
in certain cases, the Blocker Companies), there will be placed in
escrow (with Continental Stock Transfer Trust Company as escrow
agent) an aggregate of 3% of the Harmony shares issuable to the
Members and the Blocker Owners at Closing. The escrow will be the
sole remedy for Harmony and the Surviving Company for its rights
to indemnification under the Agreement. Claims for
indemnification may be asserted against the escrow fund by
Harmony and the Surviving Company once its damages exceed a
$5,000,000 threshold and will be reimbursable to the full extent
of the damages in excess of such amount. The shares in escrow
shall be released to the Members and the Blocker Owners, subject
to reduction based on shares cancelled for claims ultimately
resolved and those still pending resolution at the time of the
release, on the first anniversary of the Closing Date.

Proposed Amendments to Harmony Bylaws

On the Closing Date, Harmonys bylaws will be amended and restated
to, among other things, (i) strengthen its anti-takeover
provisions by prohibiting stockholder action by written consent
and providing that special meeting may only be called by the
board of directors, (ii) include more detailed provisions related
to notice of shareholder meetings, postponement and adjournment
of such meeting, and shareholders voting by proxy, (iii) allow
shares capital stock to be held in book-entry form as well as
certificated form, and (iv) expand the indemnification provisions
related to directors and officers.

Ancillary Agreements

Lock-Up Agreements

On or prior to the Closing Date, the Members and the Blocker
Owners will enter into a Lock-Up Agreement (the Lock-Up
Agreements
) whereby each Member and each Blocker Owner will
agree not to, subject to certain exceptions, transfer, sell,
tender or otherwise dispose the Harmony Common Stock they will
receive as a result of the Merger and the Blocker Mergers for a
six (6) month period from the Closing Date.

Registration Rights

On or prior to the Closing Date, the Members, the Blocker Owners
and the stockholders of Harmony prior to its initial public
offering (Initial Stockholders) will enter into a
Registration Rights Agreement with Harmony providing such holders
with certain demand and piggy-back registration rights with
respect to registration statements filed by Harmony after the
Closing. In connection with the execution of the Registration
Rights Agreement, the prior agreement entered into between the
Initial Stockholders and Harmony in connection with Harmonys
initial public offering relating to registration rights
previously granted to such parties will be terminated.

Voting and Support Agreements

In connection with the signing of the Agreement, certain of the
Initial Stockholders and certain Members entered into voting and
support agreements, respectively, whereby such individuals and
entities agreed, among other matters, to vote in favor of the
Agreement and the Proposed Transactions, not withdraw their
approval for the Agreement and the Proposed Transactions or to
take any action to solicit, encourage, initiate, engage in or
otherwise facilitate discussions or negotiations with, provide
any information to, or enter into any agreement with any person
(other than the parties to the Agreement) concerning any merger,
sale of substantial assets or similar transaction involving
Harmony or NextDecade prior to the Closing.

Board of Directors and Officers of Harmony after
Closing

At the Closing, Harmonys board of directors will consist of nine
members, of which NextDecade will be entitled to appoint seven
and Harmony will be entitled to appoint two. Harmony has
appointed Eric Rosenfeld and David Sgro as its two nominees.
NextDecade has appointed Kathleen Eisbrenner, (acting as
Chairperson of the Board), Ren van Vliet, Matthew Bonanno,
William Vrattos, David Magid, Brian Belke and Avinash Kripalani
as its seven nominees.

Kathleen Eisbrenner, NextDecades chief executive officer, will be
appointed as chief executive officer of Harmony at Closing.

Item 7.01 Regulation FD Disclosure.

Investor Presentation

Harmony is filing the attached investor presentation (Exhibit
99.1 to this Form 8-K) as Regulation FD Disclosure material.

Press Release

Harmony is filing the attached press release (Exhibit 99.2 to
this Form 8-K) as Regulation FD Disclosure material.

Item 9.01 Financial Statements, Pro
Forma Financial Information and Exhibits.

(d)Exhibits:

Exhibit Description
2.1 Agreement and Plan of Merger, dated as of April 17, 2017, by
and among Harmony Merger Corp., Harmony Merger Sub, LLC, York
Credit Opportunities Investments Master Fund, L.P., York
Multi-Strategy Master Fund, L.P., York Select Master Fund,
L.P., York Global Finance 43, LLC, Valinor Management, L.P.,
Valinor Capital Partners SPV XXI, LLC, Halcyon Capital
Management L.P., Halcyon Energy, Power, and Infrastructure
Capital Fund Offshore, LLC, Halcyon Energy, Power, and
Infrastructure Capital Holdings Offshore LLC, Halcyon Energy,
Power, and Infrastructure Capital Fund LP and NextDecade,
LLC, *
10.1 Form of Escrow Agreement.
10.2 Form of Lock-Up Agreement.
10.3 Form of Registration Rights Agreement.
10.4 Form of Harmony Voting Agreement.
10.5 Form of Member Support Agreement.
99.1 Investor Presentation.
99.2 Press release of Harmony Merger Corp. dated April 18, 2017.

* Certain exhibits and schedules to this Exhibit have been
omitted in accordance with Regulation S-K Item 601(b)(2). Harmony
agrees to furnish supplementally a copy of all omitted exhibits
and schedules to the Securities and Exchange Commission upon its
request.


About HARMONY MERGER CORP. (NASDAQ:HRMN)

Harmony Merger Corp. is a shell company. The Company was formed for the purpose of entering into a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. The Company may consummate its initial business combination with a company in any industry and in any geographic location it chooses. As of December 31, 2016, the Company had no revenues. As of December 31, 2016, the Company had no other operations other than searching for a business combination.

HARMONY MERGER CORP. (NASDAQ:HRMN) Recent Trading Information

HARMONY MERGER CORP. (NASDAQ:HRMN) closed its last trading session up +0.12 at 10.37 with 0 shares trading hands.

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