VG issues $4B secured notes at 6.50-6.75% to fund Plaquemines LNG

Venture Global, Inc. (NYSE: VG) filed an 8-K disclosing that its wholly owned subsidiary, Venture Global Plaquemines LNG, LLC (VGPL), completed a $4.0 billion private placement of senior secured notes on July 3, 2025.

Rhea-AI Filing Summary

Venture Global, Inc. (NYSE: VG) filed an 8-K disclosing that its wholly owned subsidiary, Venture Global Plaquemines LNG, LLC (VGPL), completed a $4.0 billion private placement of senior secured notes on July 3, 2025.

• Tranche 1: $2.0 billion 6.50% notes due 2034.
• Tranche 2: $2.0 billion 6.75% notes due 2036.

The notes were sold to qualified institutional buyers under Rule 144A and to non-U.S. investors under Reg S. Interest is payable semi-annually starting January 15, 2026. Both series are senior secured obligations of VGPL, ranking pari-passu with the subsidiary’s existing credit facilities and its April 2025 notes, and guaranteed by Venture Global Gator Express, LLC. The collateral package is shared equally across all secured debt.

The indenture imposes customary restrictive covenants on additional indebtedness, restricted payments, liens, affiliate transactions, and asset sales, with defined carve-outs and exceptions. The company retains optional redemption rights: (i) make-whole call any time prior to six months before maturity, and (ii) par call thereafter.

The filing also triggers Item 2.03 (creation of a direct financial obligation) and includes a press release (Exhibit 99.1) announcing the closing of the offering. A copy of the indenture will be filed with the Q3 2025 Form 10-Q.

Positive

• $4.0 billion of long-term funding secured, strengthening liquidity for Plaquemines LNG development.
• Fixed interest rates (6.50%-6.75%) lock in borrowing costs amid rate uncertainty.
• Covenant package and shared collateral maintain alignment with existing creditors, reducing intercreditor conflicts.

Negative

• Transaction adds $4 billion of additional secured leverage, elevating debt-to-capital metrics.
• Coupons in the mid-6% range reflect higher perceived risk and will increase annual interest expense.
• Restrictive covenants may limit future strategic flexibility and dividend capacity.

Insights

Debt Capital Markets Analyst

TL;DR — $4 bn secured notes fund Plaquemines LNG but raise leverage; pricing mid-6% reflects project risk.

The issuance materially bolsters liquidity for the Plaquemines LNG build-out, locking in long-dated, fixed-rate funding ahead of expected rate volatility. The pari-passu collateral structure keeps existing lenders whole, suggesting no covenant leakage. Coupon levels of 6.50%-6.75% are roughly 150-175 bp tighter than April’s initial project notes, indicating improving market appetite, yet still signal above-average risk relative to investment-grade energy peers. While the deal lengthens the debt ladder to 2036, it adds $4 bn of secured leverage, increasing fixed-charge coverage pressure once project cash flows commence. Overall credit profile depends on execution of LNG capacity; equity holders gain visibility on project funding but assume higher financial risk.

LNG Industry Specialist

TL;DR — Financing milestone de-risks Plaquemines LNG schedule; covenants limit operational flexibility.

Plaquemines Phase 1 is capital-intensive, and this debt tranche closes a major funding gap, supporting timely mechanical completion. Covenants around subsidiary creation, hedging, and SPA amendments could constrain commercial agility if market conditions shift. Redemption mechanics provide refinancing options once cash flow stabilizes, potentially lowering interest expense post-COD. Absent project setbacks, the secured structure should not impede construction, but any cost overruns could strain coverage ratios. From an industry vantage, securing fixed-rate dollars before the next LNG cycle downturn is strategically sound.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much debt did Venture Global (VG) issue on July 3, 2025?

VG’s subsidiary VGPL issued $4.0 billion of senior secured notes in two $2 billion tranches.

What are the interest rates and maturities of the new VG notes?

The 2034 notes carry a 6.50% coupon and mature January 15, 2034; the 2036 notes carry a 6.75% coupon and mature January 15, 2036.

Are the new Venture Global notes secured or unsecured?

They are senior secured obligations sharing collateral with VGPL’s existing credit facilities and April 2025 notes.

Can Venture Global redeem the notes early?

Yes. VGPL may execute a make-whole call anytime before six months prior to maturity and a par call thereafter.

Where will the indenture for the 2025 notes be filed?

A full copy will accompany Venture Global’s Form 10-Q for the quarter ending September 30, 2025.

How will this debt issuance affect Venture Global’s leverage?

The additional $4 billion of secured debt will increase leverage ratios and annual interest obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 07/03/2025 - 01:42 PM Learn about SEC filing dates

0002007855false00020078552025-07-032025-07-03

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): July 3, 2025

Venture Global, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-42486			93-3539083
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)
1001 19th Street North, Suite 1500						22209
Arlington, VA						(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

Class A common stock, $0.01 par value per share

VG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 July 3, 2025 (the “Issue Date”), Venture Global Plaquemines LNG, LLC (“VGPL”), an indirect, wholly-owned subsidiary of Venture Global, Inc. (the “Company”) issued $2.0 billion aggregate principal amount of 6.50% senior secured notes due 2034 (the “2034 Notes”), and $2.0 billion aggregate principal amount of 6.75% senior secured notes due 2036 (the “2036 Notes” and, together with the 2034 Notes, the “Notes”).

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 VGPL on the Issue Date pursuant to the first supplemental indenture, dated as of July 3, 2025, which supplements the indenture dated April 21, 2025 (as supplemented, the “Indenture”), among VGPL, Venture Global Gator Express, LLC, as guarantor (the “Guarantor”), any other guarantor that may become a party thereto from time to time and Regions Bank, as trustee (the “Trustee”).

The 2034 Notes bear interest at a rate of 6.50% per annum and the 2036 Notes bear interest at a rate of 6.75% per annum, with interest on each series of notes payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2026. The 2034 Notes will mature on January 15, 2034, and the 2036 Notes will mature on January 15, 2036.

VGPL’s obligations under the Notes are guaranteed by the Guarantor and may be guaranteed by certain of VGPL’s future domestic subsidiaries, if any. The Notes and the guarantees are secured by certain collateral, and the Notes, the existing term loan and working capital revolving facilities entered into by VGPL, as borrower, and the Guarantor, as guarantor (the “A&R Credit Facility Agreement”) and the existing notes issued by VGPL on April 21, 2025 (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, VGPL, the Guarantor and certain of VGPL’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 VGPL’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 VGPL, the Guarantor or any of VGPL’s other restricted subsidiaries, make loans or advances to VGPL, the Guarantor or VGPL’s other restricted subsidiaries, or sell, lease or transfer any properties or assets to VGPL, the Guarantor or any of VGPL’s other restricted subsidiaries, (vi) consolidate, merge or sell substantially all of VGPL’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 VGPL’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 July 15, 2033 (6 months prior to the maturity date of the 2034 Notes) (the “2034 Call Date”), VGPL may redeem the 2034 Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the 2034 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 2034 Call Date, VGPL may redeem the 2034 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2034 Notes to be redeemed, plus accrued and unpaid interest, if any, on the 2034 Notes redeemed up to but not including the redemption date.

At any time or from time to time, prior to July 15, 2035 (6 months prior to the maturity date of the 2036 Notes) (the “2036 Call Date”), VGPL may redeem the 2036 Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the 2036 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 2036 Call Date, VGPL may redeem the 2036 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2036 Notes to be redeemed, plus accrued and unpaid interest, if any, on the 2036 Notes redeemed up to but not including the redemption date.

The Notes and the guarantees constitute VGPL’s and the Guarantor’s direct and unconditional senior secured obligations and rank senior in right of payment to any of VGPL’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 VGPL’s and the Guarantor’s existing and future indebtedness that is not subordinated, including the A&R Credit Facility Agreement and the Existing Notes. The Notes and the guarantees are effectively subordinated to all of

VGPL’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 VGPL’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 September 30, 2025.

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 July 3, 2025, the Company issued a press release announcing that VGPL 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 July 3, 2025, relating to VGPL’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: July 3, 2025

By: /s/ Jonathan Thayer

Jonathan Thayer

Chief Financial Officer