[8-K] Venture Global, Inc. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Venture Global, Inc. entered into a new $1,750,000,000 senior secured term loan B facility through its indirect subsidiary Calcasieu Pass Funding, LLC. The loan was fully drawn on April 10, 2026 and will mature on April 10, 2033.
Proceeds are being used to redeem in full preferred equity previously issued to Stonepeak Bayou Holdings II LP, pay related fees and expenses, and fund working capital and general corporate purposes. The facility bears interest at Term SOFR plus a margin or a Base Rate plus a margin and is secured by a first‑priority lien on substantially all of the borrower’s assets and equity.
Venture Global stated that this $1.75 billion financing meaningfully reduces its overall cost of capital, strengthens its balance sheet and liquidity, and demonstrates continued access to capital markets as it advances its LNG projects.
Positive
- $1.75 billion term loan B facility fully funded, providing substantial capital and extending maturity to April 10, 2033, which the company states strengthens its balance sheet and liquidity.
- Redemption of Stonepeak preferred equity in full using facility proceeds, which management describes as meaningfully reducing the company’s overall cost of capital while maintaining access to large-scale financing for its LNG platform.
Negative
- None.
Insights
$1.75B term loan refinances costlier preferred equity and boosts liquidity.
The company secured a $1,750,000,000 senior secured term loan B facility, fully funded at closing and maturing on April 10, 2033. Proceeds are earmarked to redeem preferred equity held by Stonepeak Bayou Holdings II LP, cover transaction costs, and support working capital and general corporate needs.
The CEO highlighted that this refinancing "meaningfully reduces" the overall cost of capital and strengthens balance sheet liquidity. Moving from preferred equity to a secured term loan changes the mix between debt and equity-like capital, with interest tied to Term SOFR or a Base Rate plus a margin.
Covenants include customary limits on additional indebtedness, liens, investments, fundamental changes, asset dispositions, and distributions at the borrower level. Future disclosures in the June 30, 2026 Form 10-Q, which will include the credit agreement as an exhibit, may give more detail on pricing, amortization, and covenant headroom.
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.
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 10, 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 10, 2026 (the “Closing Date”), Calcasieu Pass Funding, LLC (“Borrower”), an indirect subsidiary of Venture Global, Inc. (the “Company”), entered into a senior secured term loan B facility in an initial principal amount equal to $1,750,000,000 (the “Term Loan B Facility”). The Term Loan B Facility was drawn in full on the Closing Date. Proceeds of the Term Loan B Facility will be used (a) to redeem, in full, the preferred equity interests issued to Stonepeak Bayou Holdings II LP pursuant to the Limited Liability Company Agreement of Calcasieu Pass Funding, LLC, dated as of August 19, 2019, (b) to pay costs, fees and expenses associated with the foregoing and the Term Loan B Facility and (c) for working capital and general corporate purposes.
The Term Loan B Facility will mature on April 10, 2033. The outstanding principal of the Term Loan B Facility may be repaid, in whole or in part, at any time without premium or penalty (subject to breakage fees), six months following the Closing Date. Borrowings under the Term Loan B Facility will bear interest at Term SOFR plus an agreed margin, or Base Rate (as defined in the credit agreement governing the Term Loan B Facility) plus an agreed margin.
The Term Loan B Facility will be secured by a first-priority lien on substantially all of the assets of the Borrower, as well as the equity interests in the Borrower.
The credit agreement governing the Term Loan B Facility contains customary representations and warranties and customary affirmative and negative covenants applicable to the Borrower including, among other things, restrictions on indebtedness, liens, investments, fundamental changes, dispositions, and dividends and other distributions.
A copy of the credit agreement governing the Term Loan B Facility will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the three months 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 10, 2026, the Company issued a press release announcing, among other things, that the Borrower had closed the Term Loan B Facility. 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 10, 2026, relating to the Term Loan B Facility. | |||||||||||||||||||||||||||||||
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 10, 2026 | |||||
By: /s/ Jonathan Thayer | |||||
| Jonathan Thayer | |||||
| Chief Financial Officer | |||||
Venture Global Announces Closing of $1.75 Billion Senior Secured Credit Facility
Arlington, Va. – Today, Venture Global, Inc. (NYSE: VG) announced that its subsidiary Calcasieu Pass Funding, LLC (the “Company”), which indirectly controls the Calcasieu Pass project, entered into a $1,750,000,000 senior secured, term loan B credit facility (the “Facility”). Venture Global used a portion of the proceeds from the Facility to redeem, in full, the preferred equity interests of the Company that were previously issued to Stonepeak Bayou Holdings II LP.
“We’re very pleased to successfully close this $1.75 billion secured credit facility, which represents a significant milestone for our company,” said Venture Global CEO Mike Sabel. “This transaction meaningfully reduces our overall cost of capital while further strengthening our balance sheet and liquidity position. Just as importantly, it demonstrates our continued ability to efficiently access the capital markets, even in a dynamic environment. We believe this enhanced financial flexibility positions us well to execute on our strategic priorities and drive long-term value for our stakeholders.”
Goldman Sachs served as Lead Left Arranger and Bookrunner while Barclays, Natixis and Wells Fargo each served as Lead Right Arrangers and Joint Bookrunners for the Facility. Latham & Watkins LLP served as counsel to Venture Global and Skadden, Arps, Slate, Meagher & Flom LLP served as counsel to the arrangers.
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. The company’s first three projects, Calcasieu Pass, Plaquemines LNG, and CP2 LNG, are located in Louisiana along the U.S. Gulf Coast. Venture Global is developing Carbon Capture and Sequestration projects at each of its LNG facilities.
Forward-looking Statements
This press release contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts, included herein are “forward-looking statements.” In some cases, forward-looking statements can be identified by terminology such as “may,” “might,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology.
These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include statements about our future performance, our contracts, our anticipated growth strategies and anticipated trends impacting our business. These statements are only predictions based on our current expectations and projections about future events. There are
important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Those factors include our need for significant additional capital to construct and complete future projects and related assets, and our potential inability to secure such financing on acceptable terms, or at all; our potential inability to accurately estimate costs for our projects, and the risk that the construction and operations of natural gas pipelines and pipeline connections for our projects suffer cost overruns and delays related to obtaining regulatory approvals, development risks, labor costs, unavailability of skilled workers, operational hazards and other risks; the uncertainty regarding the future of global trade dynamics, international trade agreements and the United States’ position on international trade, including the effects of tariffs; our dependence on our EPC and other contractors for the successful completion of our projects, including the potential inability of our contractors to perform their obligations under their contracts; various economic and political factors, including opposition by environmental or other public interest groups, or the lack of local government and community support required for our projects, which could negatively affect the permitting status, timing or overall development, construction and operation of our projects; and risks related to other factors discussed under “Item 1A.—Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission (“SEC”) and any subsequent reports filed with the SEC.
Any forward-looking statements contained herein speak only as of the date of this press release and are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update these statements to reflect subsequent events or circumstances, except as may be required by law.
Investor contact:
Ben Nolan
IR@ventureglobalLNG.com
Media contact:
Shaylyn Hynes
press@ventureglobalLNG.com