Venture Global (NYSE: VG) secures $1.5B senior vessel financing
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Venture Global, Inc. announced that its wholly owned subsidiary, Venture Global Shipping Holdings, LLC, entered into a senior secured term loan facility of up to $1,500,000,000 to finance nine LNG carriers and related purposes. The facility is sized as the lesser of this cap or 65% of the aggregate appraised value of the vessels.
The loan matures on June 26, 2032, carries interest at Term SOFR plus a 2.00% margin, and amortizes quarterly on a 20‑year age‑adjusted profile for each tranche. Proceeds will be used for general corporate purposes, including reimbursing Venture Global LNG, Inc. for prior vessel acquisition payments, funding reserves, and paying fees and expenses.
The borrowing is guaranteed by the vessel owner subsidiaries and secured by first‑priority ship mortgages, equity pledges and assignments of vessel earnings and bareboat charters. The agreement includes customary covenants, a minimum debt service coverage ratio tested from December 31, 2026, and collateral maintenance tests starting in December 2026.
Positive
- None.
Negative
- None.
Insights
Venture Global adds up to $1.5B of secured, covenant‑heavy ship financing maturing in 2032.
Venture Global has arranged a senior secured term loan facility of up to $1.5 billion, sized to the lesser of this cap or 65% of appraised vessel value. The structure uses a 20‑year age‑adjusted amortization profile with final maturity on June 26, 2032, matching the long‑lived nature of LNG carriers.
The interest rate is floating at Term SOFR, floored at 0%, plus a 2.00% margin, with quarterly payments. Security includes first‑priority mortgages on nine LNG carriers, equity pledges and assignments of earnings and bareboat charters, creating a strongly asset‑backed profile for lenders.
Covenants require a minimum debt service coverage ratio from December 31, 2026 and collateral maintenance tests from December 2026, alongside limits on additional debt, liens and restricted payments. The ability to prepay without penalty provides flexibility, but future compliance depends on vessel performance and charter stability, especially around mandatory prepayments tied to charter terminations.
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
Facility size cap: $1,500,000,000 aggregate principal
Advance rate limit: 65% of aggregate appraised vessel value
Interest margin: Term SOFR + 2.00% per annum
+5 more
8 metrics
Facility size cap
$1,500,000,000 aggregate principal
Senior secured term loan facility for LNG vessels
Advance rate limit
65% of aggregate appraised vessel value
Maximum sizing of term loan commitments
Interest margin
Term SOFR + 2.00% per annum
Floating interest rate with 0% SOFR floor
Facility maturity
June 26, 2032
Final maturity date of the term loan facility
Number of LNG carriers
Nine vessels
Fleet financed and used as collateral
Amortization profile
20-year age adjusted
Basis for quarterly principal installments by tranche
DSCR test start
December 31, 2026
Commencement of quarterly forward-looking DSCR covenant
Collateral test start
December 2026
Start of semi-annual collateral maintenance testing
Key Terms
senior secured term loan facility, Term SOFR, minimum debt service coverage ratio, collateral maintenance test, +2 more
6 terms
senior secured term loan facility financial
"entered into a Credit and Guaranty Agreement providing for a senior secured term loan facility"
A senior secured term loan facility is a type of borrowed money that a company takes out, which is backed by its valuable assets like property or equipment. Because it is secured by these assets and ranks higher in repayment priority, it is considered safer for lenders and typically offers lower interest rates. For investors, it provides a relatively stable and priority claim on the company's assets if it encounters financial difficulties.
Term SOFR financial
"Loans under the Facility will bear interest at a rate per annum equal to Term SOFR"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
minimum debt service coverage ratio financial
"including (i) a minimum debt service coverage ratio, tested quarterly on a forward-looking 12-month basis"
collateral maintenance test financial
"and (ii) a collateral maintenance test requiring that the outstanding principal amount"
bareboat charters financial
"a first priority assignment of the bareboat charters between each respective Vessel Owner Guarantor"
A bareboat charter is an arrangement where a person or company rents a boat entirely without a crew or additional services, essentially taking full control of the vessel as if it were their own. This type of leasing matters to investors because it can influence a company’s revenue and fleet utilization, affecting its profitability and financial stability in the maritime industry.
forward-looking statements regulatory
"This press release contains certain statements that may include “forward-looking statements.”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): June 26, 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 June 26, 2026 (the “Closing Date”), Venture Global Shipping Holdings, LLC (the “Borrower”), an indirect, wholly-owned subsidiary of Venture Global, Inc. (the “Company”), entered into a Credit and Guaranty Agreement (the “Credit Agreement”) with Deutsche Bank AG, Deutsche Bank AG, New York Branch and ING Capital LLC, as coordinating lead arrangers, ING Capital LLC as facility agent and as security trustee, and the other lenders party thereto from time to time, providing for a senior secured term loan facility (the “Facility”). Proceeds from the Facility will be used for general corporate purposes, including reimbursing Venture Global LNG, Inc. (the “Sponsor”) for payments previously made by it or its affiliates in connection with the acquisition of nine LNG carriers (each, a “Vessel”).
The Facility provides for aggregate term loan commitments in a principal amount not to exceed the lesser of (i) 65% of the aggregate appraised value of the Vessels and (ii) $1,500,000,000. The term loan commitments consist of initial term loans available on the initial borrowing date, and two additional tranches of term loans available for borrowing upon delivery of two additional Vessels which is expected in the second half of 2026. The Facility is due to mature on June 26, 2032.
Loans under the Facility will bear interest at a rate per annum equal to Term SOFR (with a floor of 0%) plus an applicable margin of 2.00%, with interest payable quarterly in arrears on each payment date. The Facility will be repaid in consecutive quarterly installments in accordance with a scheduled amortization based on a 20-year age adjusted profile for each tranche.
The obligations of the Borrower under the Credit Agreement are guaranteed by each owner of the Vessels, each of which is a direct, wholly-owned subsidiary of the Borrower (collectively, the “Vessel Owner Guarantors”). The Facility is secured by certain collateral, including first priority ship mortgages on the Vessels, a pledge over the equity interests of the Borrower, all asset security of the Borrower including a pledge over the equity interests of each Vessel Owner Guarantor, a first priority assignment of the earnings and requisition compensation of the Vessels, and a first priority assignment of the bareboat charters (each, a “Charter”) between each respective Vessel Owner Guarantor and Venture Global Commodities, LLC.
The Credit Agreement contains customary representations, warranties, events of default and certain financial maintenance covenants, including (i) a minimum debt service coverage ratio, tested quarterly on a forward-looking 12-month basis commencing December 31, 2026, and (ii) a collateral maintenance test requiring that the outstanding principal amount of the Facility not exceed an minimum percentage of the aggregate fair market value of the Vessels subject to a mortgage, tested semi-annually on the last business day of June and December of each year commencing December 2026.
The Credit Agreement also contains certain restrictive covenants that, among other things, limit or restrict the ability of the Borrower and its subsidiaries to incur additional indebtedness, create liens, make certain investments, pay dividends or make other restricted payments (subject to no event of default or potential event of default), enter into transactions with affiliates, and consolidate, merge or sell substantially all of their assets. The Credit Agreement covenants are subject to a number of important limitations and exceptions.
The Borrower may prepay amounts outstanding under the Facility at any time without premium or penalty. The Credit Agreement requires mandatory prepayment of certain amounts upon the termination or cancellation of any Charter.
A copy of the Credit Agreement 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 June 26, 2026, the Company issued a press release announcing that the Borrower had entered into the Credit Agreement. 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 June 26, 2026, relating to the Borrower’s entry into the Credit Agreement | |||||||||||||||||||||||||||||||
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: June 26, 2026 | |||||
By: /s/ Jonathan Thayer | |||||
| Jonathan Thayer | |||||
| Chief Financial Officer | |||||
Exhibit 99.1
Venture Global Announces Closing of $1.5 Billion Senior Secured Vessel Financing Facility
Arlington, Va. – Venture Global, Inc. (NYSE: VG) announced today that its wholly-owned subsidiary, Venture Global Shipping Holdings, LLC (“VGSH”), has entered into a Credit and Guaranty Agreement providing for a senior secured term loan facility (the “Facility”) in an aggregate principal amount of up to $1,500,000,000. The Facility will mature on June 26, 2032.
Deutsche Bank and ING acted as coordinating lead arrangers for the Facility. ING also serves as facility agent and security trustee.
VGSH intends to use the net proceeds from the Facility for general corporate purposes, including to reimburse Venture Global LNG, Inc. for payments previously made by it or its affiliates in connection with the acquisition of nine LNG carriers, funding certain reserve accounts, and paying transaction fees and expenses.
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 financing. 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 is Venture Global (VG) announcing in this 8-K filing?
Venture Global is announcing a senior secured term loan facility of up to $1.5 billion for its shipping subsidiary. The financing supports nine LNG carriers and related corporate purposes, adding long-term, asset-backed funding that matures on June 26, 2032 with quarterly amortization.
How large is Venture Global’s new vessel financing facility?
The facility provides aggregate term loan commitments up to $1,500,000,000, capped at the lesser of that amount or 65% of the aggregate appraised value of the LNG vessels. This structure links available debt directly to collateral value, aligning lender exposure with ship valuations over time.
What are the key terms of interest and repayment on Venture Global’s facility?
Loans bear interest at Term SOFR, subject to a 0% floor, plus a 2.00% margin, with interest payable quarterly in arrears. Principal is repaid through consecutive quarterly installments using a 20‑year age‑adjusted amortization profile for each tranche, ending at maturity in 2032.
How will Venture Global use the proceeds from the $1.5 billion facility?
Venture Global intends to use net proceeds for general corporate purposes. These include reimbursing Venture Global LNG, Inc. for prior payments tied to acquiring nine LNG carriers, funding reserve accounts, and paying transaction fees and expenses associated with the new credit arrangement.
What collateral and guarantees support Venture Global’s new loan facility?
The obligations are guaranteed by the vessel owner subsidiaries and secured by first‑priority ship mortgages on the LNG carriers. Additional security includes pledges of equity interests, assignments of vessel earnings and requisition compensation, and first‑priority assignments of bareboat charters to Venture Global Commodities, LLC.
What financial covenants are included in Venture Global’s credit agreement?
The agreement includes a minimum debt service coverage ratio tested quarterly on a forward‑looking 12‑month basis starting December 31, 2026. It also imposes collateral maintenance tests semi‑annually, beginning in December 2026, and restrictive covenants on additional debt, liens, investments and restricted payments.