News & Insights

Cases & Deals

April 18, 2018

King & Spalding advises NextDecade in its merger with Harmony Merger Corp., a special purpose acquisition company (or SPAC) in a deal valued at $1.1 billion

Privately held NextDecade, LLC (“NextDecade”) and Harmony Merger Corp. (“Harmony”) today jointly announced that they have signed a definitive agreement for a business combination transaction, which will result in NextDecade becoming a publicly listed company.

NextDecade is a privately held LNG development company focused on LNG export projects and associated pipelines in the State of Texas. Harmony is a publicly traded SPAC whose objective is to take a company public via a reverse merger.

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.

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.

Jeffery K. Malonson led the transaction for King & Spalding.  Elliott Tapp led a team of associates, including Robert Benson and Scott Edwards.