Venture Global JV secures $1.55B pipeline financing

Venture Global, Inc. reported that its joint venture Blackfin Pipeline, LLC entered into senior secured credit facilities totaling $1.550 billion on September 29, 2025.

Accepted by SEC EDGAR 09/29/2025 - 04:05 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Venture Global, Inc. reported that its joint venture Blackfin Pipeline, LLC entered into senior secured credit facilities totaling $1.550 billion on September 29, 2025. The package includes a $1.050 billion term loan, a delayed-draw construction loan facility of up to $425 million, and a $75 million revolving and letter-of-credit facility.

These loans will help fund development, construction, maintenance and related costs for a roughly 3.3 Bcf/d natural gas pipeline system in Texas, as well as reimburse certain company affiliates for prior project spending and cover working capital and reserve needs. The main term loan matures in 2032, while the construction and revolving facilities mature in 2030, and all bear interest at Term SOFR or a base rate plus an agreed margin.

Insights

Infrastructure credit analyst

Venture Global’s pipeline JV secures $1.55B long-term project financing.

The Blackfin Pipeline joint venture entered into $1.550 billion in senior secured credit facilities to fund a 3.3 Bcf/d Texas natural gas pipeline. The structure combines a drawn term loan, a delayed-draw construction facility and a revolving and letter-of-credit line.

Borrowings are non‑investment grade style project finance, secured by substantially all assets of the guarantors and equity interests in key entities, with guarantees from the JV’s parent and a subsidiary. Maturities in 2030 and 2032 align with long‑lived infrastructure, while interest is set at Term SOFR or Base Rate plus a margin.

The construction facility can be drawn until the earlier of September 29, 2027 or conversion after reaching project milestones, which ties funding availability to build‑out progress. A significant portion of term loan proceeds reimburses prior project expenditures, with remaining capital and the revolver supporting ongoing construction, maintenance, working capital and required reserves.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What financing did Venture Global (VG) announce for the Blackfin Pipeline project?

Venture Global disclosed that joint venture Blackfin Pipeline, LLC entered into senior secured credit facilities totaling $1.550 billion. These include a $1.050 billion term loan, up to $425 million in delayed-draw construction financing, and a $75 million revolving and letter-of-credit facility.

How will the $1.55 billion in Blackfin Pipeline credit facilities be used?

Proceeds from the term loan and construction facility will fund development, construction and maintenance of a 3.3 Bcf/d Texas natural gas pipeline and related fees. A substantial portion of term loan proceeds reimburses affiliates’ prior project spending, while the revolver supports working capital, reserves and credit support obligations.

What are the maturities of Venture Global’s Blackfin Pipeline loan facilities?

The Blackfin Pipeline term loan facility is scheduled to mature on September 29, 2032. The delayed-draw construction loan facility, once converted, and the revolving and letter-of-credit facility both mature earlier, on September 29, 2030, creating a staggered project finance maturity profile.

What interest rates apply to the Blackfin Pipeline credit facilities for VG?

Borrowings under the term loan, construction and revolving facilities bear interest at either Term SOFR plus an agreed margin or a defined Base Rate plus an agreed margin. This floating-rate structure ties financing costs to prevailing benchmark interest rates over the life of the loans.

Who guarantees and secures the Blackfin Pipeline credit facilities?

Obligations under the facilities are guaranteed by Blackfin Pipeline Pledgor, LLC, the borrower’s direct parent, and Blackfin Supply, LLC, its wholly owned subsidiary. The loans are secured by a first‑priority lien on substantially all guarantor assets and on equity interests in the borrower and Blackfin Supply, LLC.

Can Blackfin Pipeline prepay the Venture Global-related loan facilities early?

The outstanding principal of the term loan may be repaid at any time, without premium or penalty, starting six months after closing, subject to breakage fees. The construction and revolving facilities may be repaid at any time without premium or penalty, also subject to any applicable breakage fees.

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

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0002007855false00020078552025-09-292025-09-29

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): September 29, 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 September 29, 2025 (the “Closing Date”), Blackfin Pipeline, LLC (“Borrower”), a joint venture between Venture Global, Inc. (the “Company”) and WhiteWater Development LLC, entered into senior secured credit facilities in an aggregate amount up to $1.550 billion, consisting of (i) a term loan facility in an initial principal amount equal to $1.050 billion (the “TLB Facility”), (ii) a delayed draw, construction loan facility, convertible to a term loan facility, in an initial principal amount up to $425 million (the “TLA Facility”) and (iii) a revolving loan and letter of credit facility of up to $75 million (the “Revolving Facility” and, together with the TLB Facility and the TLA Facility, the “Senior Secured Credit Facilities”).

Proceeds from advances made under the TLB Facility and the TLA Facility will be used to fund a portion of the costs related to the development, construction and maintenance of an approximately 3.3 Bcf/d natural gas pipeline system linking Colorado County to Jasper County in Texas (the “Project”) and to pay certain fees and expenses related to the Senior Secured Credit Facilities. Additionally, a substantial amount of the proceeds from the advance made under the TLB Facility will be used to reimburse certain affiliates of the Company for prior expenditures related to the development and construction of the Project. Proceeds from advances made under the Revolving Facility will be used for working capital purposes and to satisfy certain reserve requirements and credit support obligations of the Borrower under related Project documentation.

The TLB Facility will mature on September 29, 2032, and the TLA Facility and Revolving Facility will mature on September 29, 2030. The outstanding principal of the TLB 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. The outstanding principal of the TLA Facility and Revolving Facility may be repaid, in whole or in part, at any time without premium or penalty (subject to breakage fees). Borrowings under the TLB Facility will bear interest at Term SOFR plus an agreed margin, or Base Rate (as defined in the credit agreement governing the TLB Facility) plus an agreed margin. The TLA Facility and Revolving Facility will bear interest at Term SOFR plus an agreed margin, or Base Rate (as defined in the credit agreement governing the TLA Facility and Revolving Facility) plus an agreed margin.

The TLB Facility was drawn in full at the closing. The TLA Facility was partially drawn at the closing and may be drawn until the earliest of (i) September 29, 2027 and (ii) its conversion into a term loan facility upon completion of certain Project construction milestones, and the Revolving Facility may be drawn until its maturity date.

The obligations of Borrower under the Senior Secured Credit Facilities will be guaranteed by Blackfin Pipeline Pledgor, LLC, the direct parent of Borrower, and Blackfin Supply, LLC, a wholly-owned subsidiary of Borrower (collectively, the “Guarantors”). The Senior Secured Credit Facilities will be secured by a first-priority lien on substantially all assets of the Guarantors, as well as the equity interests in Borrower and Blackfin Supply, LLC.

The credit agreements governing the Senior Secured Credit Facilities contain customary representations and warranties and customary affirmative and negative covenants applicable to the Borrower and the Guarantors, including, among other things, restrictions on indebtedness, liens, investments, fundamental changes, dispositions, and dividends and other distributions.

A copy of the credit agreements governing the Senior Secured Credit Facilities 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 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Exhibit Title or Description

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: September 29, 2025

By: /s/ Jonathan Thayer

Jonathan Thayer

Chief Financial Officer