NextDecade signs definitive merger agreement with Harmony

NextDecade has signed a definitive agreement with Harmony Merger for a business combination transaction.

Pursuant to the agreement, NextDecade will become a publicly listed company.

NextDecade is a privately held, liquefied natural gas (LNG) development company focused on LNG export projects and associated pipelines in 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 $112.8m of cash held in trust.

NextDecade founder and CEO Kathleen Eisbrenner said: “We believe a transaction with Harmony will strengthen our ability to bring competitively priced, US-produced LNG to the world market in the early part of the next decade.

“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.”

Harmony CEO Eric Rosenfeld said: “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 US LNG export market.

“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.”

The all-stock transaction is expected to lead  to a combined entity with a pro-forma enterprise value of more than $1bn at closing, assuming that there are no redemptions by Harmony stockholders.

An additional contingent stock consideration of up to $200m would be paid to NextDecade’s members upon achieving some milestones.

Following the completion of business combination transaction, Harmony stockholders can immediately own approximately 13% of the combined company.

The board of directors of Harmony have approved the merger agreement, with a recommendation for the stockholders to approve the transaction.

NextDecade’s members and its board of managers have approved the transaction. Its completion is expected by the end of this year's second quarter and is subject to the approval of Harmony stockholders and certain customary conditions.