Venture Global (NYSE: VG) sells $750M secured notes to refinance term loans
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Venture Global, Inc. announced that its subsidiary Venture Global Calcasieu Pass, LLC issued $750,000,000 of 6.000% senior secured notes due May 1, 2036. VGCP used the proceeds, along with cash on hand and hedge termination proceeds, to fully prepay its outstanding term loans and pay related fees.
The notes are guaranteed by TransCameron Pipeline, LLC and secured on a pari passu basis with VGCP’s existing senior secured first lien credit facilities and existing senior secured notes. The notes were sold in a private offering to qualified institutional buyers and under Regulation S exemptions.
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Insights
Venture Global refinances debt with $750M long-dated secured notes.
Venture Global Calcasieu Pass, LLC issued $750,000,000 of 6.000% senior secured notes due 2036. Proceeds, plus cash and hedge termination proceeds, fully repaid existing term loans and covered transaction fees, extending debt maturity while keeping the structure secured.
The notes sit pari passu with VGCP’s existing senior secured first lien credit facilities and senior secured notes, and are guaranteed by TransCameron Pipeline, LLC. Covenants limit restricted payments, additional debt, liens, affiliate transactions, and certain project agreement changes, which supports creditor protection but constrains flexibility at the project level.
Redemption terms include a make-whole call before November 1, 2035 and par calls thereafter, giving VGCP optionality if conditions favor refinancing later. Future filings may give more detail on leverage, interest coverage, and how this refinancing affects overall funding for Venture Global’s LNG projects.
8-K Event Classification
4 items: 1.01, 2.03, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New notes principal: $750,000,000
Coupon rate: 6.000% per annum
Maturity date: May 1, 2036
+3 more
6 metrics
New notes principal
$750,000,000
Aggregate principal amount of senior secured notes issued by VGCP
Coupon rate
6.000% per annum
Fixed interest rate on VGCP senior secured notes
Maturity date
May 1, 2036
Final maturity of VGCP senior secured notes
Interest payment dates
May 1 and November 1
Semi-annual interest payments, starting November 1, 2026
Issue Date
April 23, 2026
Date VGCP issued the senior secured notes
Call protection end
November 1, 2035
Date after which notes are callable at par plus accrued interest
Key Terms
senior secured notes, Indenture, pari passu, make-whole, +2 more
6 terms
senior secured notes financial
"issued $750,000,000 aggregate principal amount of 6.000% senior secured notes due 2036"
Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.
Indenture regulatory
"pursuant to an indenture, dated as of April 23, 2026 (the “Indenture”), among VGCP"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
pari passu financial
"secured on a pari passu basis by a first-priority security interest in the assets"
An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.
make-whole financial
"a redemption price equal to 100% ... plus the “make-whole” set forth in the Indenture"
A make-whole provision is a clause in a loan or bond that requires the borrower to pay an extra amount when repaying the debt early, intended to compensate lenders for the interest payments they will miss. It matters to investors because it changes the effective return and liquidity of a bond—reducing the incentive for borrowers to refinance and protecting holders from losing future income, much like reimbursing the remainder of a subscription if someone cancels early.
Regulation S regulatory
"sold to persons reasonably believed to be qualified institutional buyers .S. persons pursuant to Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
restricted payments financial
"limit or restrict the ability of, or require, as applicable, VGCP ... to (i) make restricted payments"
Restricted payments are cash or asset transfers that a company is contractually barred or limited from making, such as dividends, stock buybacks, certain investments or returns of capital, typically under loan agreements or bond covenants. Investors care because these limits protect creditors by keeping cash in the business, and they directly affect shareholder returns and a company’s flexibility to reward owners or pursue opportunities — like rules on withdrawals from a shared bank account.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Zip Code) | ||||||||
(Address of Principal Executive Offices) | ||||||||
Registrant’s telephone number, including area code: (202 ) 759-6740
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On April 23, 2026 (the “Issue Date”), Venture Global Calcasieu Pass, LLC (“VGCP”), an indirect subsidiary of Venture Global, Inc. (the “Company”) issued $750,000,000 aggregate principal amount of 6.000% senior secured notes due 2036 (the “Notes”). Proceeds from the Notes, together with cash on hand at VGCP and proceeds received from certain hedge terminations, were used to prepay, in full, the existing term loan facility previously entered into by VGCP, as borrower, and TransCameron Pipeline, LLC, as guarantor (the “Guarantor”).
The Notes were offered in the United States and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
The Notes were issued by VGCP on the Issue Date pursuant to an indenture, dated as of April 23, 2026 (the “Indenture”), among VGCP, the Guarantor, any other guarantor that may become a party thereto from time to time and The Bank of New York Mellon Trust Company, N.A., as trustee.
The Notes bear interest at a rate of 6.000% per annum, with interest payable semi-annually in arrears on November 1 and May 1 of each year, commencing on November 1, 2026. The Notes will mature on May 1, 2036.
VGCP’s obligations under the Notes are guaranteed by the Guarantor and may be guaranteed by certain of VGCP’s future domestic subsidiaries, if any. The Notes and the guarantees are secured by certain collateral, and the Notes, the existing working capital revolving facilities entered into by VGCP, as borrower, and the Guarantor, as guarantor (the “WCF Facility”) and the existing senior secured notes issued by VGCP on August 5, 2021, November 22, 2021 and January 13, 2023 (collectively, the “Existing Notes”), share equally in such collateral.
The Indenture contains customary terms and events of default and certain restrictive and maintenance covenants that, among other things, limit or restrict the ability of, or require, as applicable, VGCP, the Guarantor and certain of VGCP’s future subsidiaries, if any, to (i) make restricted payments, (ii) incur additional indebtedness or issue preferred stock, (iii) guarantee the obligations of others, (iv) assume, incur, permit or suffer to exist liens on VGCP’s or their respective assets, (v) create or permit to exist or become effective any consensual encumbrance on the ability of a restricted subsidiary to pay dividends, pay indebtedness owed to VGCP, the Guarantor or any of VGCP’s other restricted subsidiaries, make loans or advances to VGCP, the Guarantor or VGCP’s other restricted subsidiaries, or sell, lease or transfer any properties or assets to VGCP, the Guarantor or any of VGCP’s other restricted subsidiaries, (vi) consolidate, merge or sell substantially all of VGCP’s or their respective assets or properties, (vii) make investments, loans or advances, (viii) enter into certain transactions or agreements with or for the benefit of VGCP’s or their respective affiliates, (ix) amend or modify certain material project agreements or certain qualifying SPAs, (x) enter into hedging agreements, (xi) maintain accounts and (xii) create subsidiaries. The Indenture covenants are subject to a number of important limitations and exceptions.
At any time or from time to time, prior to November 1, 2035 (six months prior to the maturity date of the Notes) (the “Call Date”), VGCP may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus the “make-whole” set forth in the Indenture, plus accrued and unpaid interest up to but excluding the redemption date. In addition, at any time or from time to time, on or after the Call Date, VGCP may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed up to but not including the redemption date.
The Notes and the guarantees constitute VGCP’s and the Guarantor’s direct and unconditional senior secured obligations and rank senior in right of payment to any of VGCP’s and the Guarantor’s future indebtedness that is subordinated in right of payment to the Notes and the guarantees and are equal in right of payment with all of VGCP’s and the Guarantor’s existing and future indebtedness that is not subordinated, including the WCF Facility and the Existing Notes. The Notes and the guarantees are effectively subordinated to all of VGCP’s and the Guarantor’s indebtedness that is secured by assets, if any, other than the collateral securing the Notes, to the extent of the value of such assets. The Notes and the guarantees are effectively senior to all of VGCP’s and the Guarantor’s senior indebtedness that is unsecured to the extent of the value of the assets constituting the collateral securing the Notes.
A copy of the Indenture will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2026.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 8.01. Other Events.
On April 23, 2026, the Company issued a press release announcing that VGCP had closed a private offering of the Notes. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Title or Description | |||||||||||||||||||||||||||||||
| 99.1 | Press release dated April 23, 2026, relating to VGCP’s offering of the Notes. | |||||||||||||||||||||||||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||||||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Venture Global, Inc. | |||||
| Dated: April 23, 2026 | |||||
By: /s/ Jonathan Thayer | |||||
| Jonathan Thayer | |||||
| Chief Financial Officer | |||||
Exhibit 99.1
Venture Global Announces Closing of $750,000,000 Senior Secured Notes by Venture Global Calcasieu Pass, LLC
Arlington, Va. - Venture Global, Inc. (“Venture Global”, NYSE: VG) announced today that its subsidiary, Venture Global Calcasieu Pass, LLC (“VGCP”) has closed an offering of $750,000,000 aggregate principal amount of 6.000% senior secured notes due 2036 (the “Notes”). The Notes will mature on May 1, 2036.
VGCP used the net proceeds from the offering, together with cash on hand and proceeds received from certain hedge terminations, for the prepayment, in full, of VGCP’s outstanding term loans, and to pay fees and expenses in connection with the offering. The Notes are guaranteed by TransCameron Pipeline, LLC (VGCP’s affiliate). The Notes are secured on a pari passu basis by a first-priority security interest in the assets that secure VGCP’s existing senior secured first lien credit facilities and VGCP’s existing senior secured notes.
The Notes were not registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdictions, and the Notes may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Notes, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Venture Global
Venture Global is an American producer and exporter of low-cost U.S. liquefied natural gas (“LNG”) with over 100 MTPA of capacity in production, construction, or development. Venture Global began producing LNG from its first facility in 2022 and is now one of the largest LNG exporters in the United States. The company’s vertically integrated business includes assets across the LNG supply chain including LNG production, natural gas transport, shipping and regasification. Venture Global’s first three projects, Calcasieu Pass, Plaquemines LNG, and CP2 LNG, are located in Louisiana along the Gulf of America. Venture Global is developing Carbon Capture and Sequestration projects at each of its LNG facilities.
Forward-Looking Statements
This press release contains certain statements that may include “forward-looking statements.” All statements, other than statements of historical or present facts or conditions, included herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things, statements regarding Venture Global’s business strategy, plans and objectives, including the use of proceeds from the offering. Venture Global believes that the expectations reflected in these “forward-looking statements” are reasonable, they are inherently uncertain and involve a number of risks and uncertainties beyond Venture Global’s control. In addition, assumptions may prove to be inaccurate. Actual results may differ materially from those anticipated or implied in “forward-looking statements” as a result of a variety of factors. These “forward-looking statements” speak only as of the date made, and
other than as required by law, Venture Global undertakes no obligation to update or revise any “forward-looking statement” or provide reasons why actual results may differ, whether as a result of new information, future events or otherwise.
Investor Contact
Ben Nolan
IR@ventureglobalLNG.com
Media Contact
Shaylyn Hynes
press@ventureglobalLNG.com
FAQ
What did Venture Global (VG) announce in this 8-K filing?
Venture Global announced that subsidiary Venture Global Calcasieu Pass, LLC issued $750,000,000 of 6.000% senior secured notes due 2036. The transaction refinances existing term loans and pays related fees using note proceeds, cash on hand, and hedge termination proceeds.
What are the key terms of Venture Global Calcasieu Pass’s new notes?
The VGCP notes have an aggregate principal amount of $750,000,000, a fixed 6.000% annual interest rate, and mature on May 1, 2036. Interest is payable semi-annually in arrears on May 1 and November 1, starting November 1, 2026.
How will Venture Global use the $750 million note proceeds?
VGCP used the net proceeds from the $750,000,000 notes, together with cash on hand and hedge termination proceeds, to prepay in full its outstanding term loans and to pay fees and expenses associated with the offering and refinancing transaction.
Who guarantees and secures the new Venture Global Calcasieu Pass notes?
The notes are guaranteed by TransCameron Pipeline, LLC and secured by a first-priority lien on the same collateral that secures VGCP’s existing senior secured first lien credit facilities and existing senior secured notes, ranking on a pari passu basis with those obligations.
Are Venture Global’s new notes offered to the general public?
No. The notes were sold in a private offering to qualified institutional buyers and to certain non-U.S. persons under Regulation S. They are not registered under the Securities Act and cannot be publicly offered in the United States without registration or a valid exemption.
What call and redemption features apply to the new VGCP notes?
VGCP may redeem the notes before November 1, 2035 at 100% of principal plus a contractual make-whole amount and accrued interest. On or after November 1, 2035, VGCP may redeem them at 100% of principal plus accrued and unpaid interest only.