Venture Global (NYSE: VG) sells $2.25B senior secured notes to refinance debt
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Venture Global, Inc., through its subsidiary Venture Global LNG, completed a $2.25 billion senior secured notes offering to refinance existing debt. The company issued $1.125 billion of 6.375% notes due 2034 and $1.125 billion of 6.625% notes due 2036, placed with institutional investors under Rule 144A and Regulation S.
Gross proceeds were used to redeem all outstanding 8.125% senior secured notes due 2028, with cash on hand covering the redemption premium and related fees. The new notes are secured on a first-priority basis alongside existing notes and the revolving credit facility, feature covenants limiting additional indebtedness, restricted payments and certain transactions, and include optional redemption rights and a Suspension Period during which guarantees and security can fall away if the notes are rated investment grade.
Positive
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Insights
Venture Global refinances 2028 notes with $2.25B longer-dated secured debt.
Venture Global LNG issued $1.125 billion of 6.375% senior secured notes due 2034 and $1.125 billion of 6.625% senior secured notes due 2036. Proceeds funded the redemption of higher-coupon 8.125% senior secured notes due 2028, with cash on hand covering premiums and fees.
The new notes sit pari passu with existing secured debt and the revolving credit facility, backed by a first-priority lien on the same collateral. The Indenture includes restrictive covenants on additional indebtedness, restricted payments, liens and affiliate transactions, with certain provisions suspended during any investment-grade Suspension Period.
Optional redemption features allow VGLNG to call the 2034 notes from December 15, 2029 and the 2036 notes from June 15, 2031, plus standard make-whole and equity claw-back provisions (up to 40% of the principal) before those dates. Overall impact depends on future credit ratings, operating performance and the cost of secured debt in subsequent refinancing cycles.
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, and exhibit attachments filed with this report.
Key Figures
New 2034 notes: $1.125 billion, 6.375% senior secured notes
New 2036 notes: $1.125 billion, 6.625% senior secured notes
Total new notes issued: $2.25 billion
+3 more
6 metrics
New 2034 notes
$1.125 billion, 6.375% senior secured notes
Aggregate principal amount due December 15, 2034
New 2036 notes
$1.125 billion, 6.625% senior secured notes
Aggregate principal amount due June 15, 2036
Total new notes issued
$2.25 billion
Combined principal for 2034 and 2036 senior secured notes
Redeemed existing notes coupon
8.125%
Coupon on senior secured notes due 2028 redeemed using proceeds
Equity claw-back capacity
40% of then outstanding principal
Portion of notes redeemable with net cash proceeds from certain equity offerings before call dates
Interest payment schedule
Semi-annual on June 15 and December 15
Interest payments beginning December 15, 2026
Key Terms
senior secured notes, Rule 144A, Regulation S, Indenture, +2 more
6 terms
senior secured notes financial
"6.375% senior secured notes due 2034 (the “2034 Notes”) and (ii) $1.125 billion aggregate principal amount of 6.625% 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.
Rule 144A regulatory
"offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"outside the United States, only to non-U.S. investors 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.
Indenture financial
"The Notes were issued pursuant to an indenture, dated as of June 11, 2026, between VGLNG and The Bank of New York Mellon"
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.
Suspension Period financial
"except during any period where the Notes are rated investment grade by specified rating agencies (the “Suspension Period”)"
restricted payments financial
"covenants that, among other things, limit or restrict the ability of, or require, as applicable, VGLNG ... 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): June 11, 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:
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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 11, 2026, Venture Global LNG, Inc. (“VGLNG”), a wholly-owned subsidiary of Venture Global, Inc. (“Venture Global”, “we”, “us” or “our”) completed its previously announced offering (the “Notes Offering”) of (i) $1.125 billion aggregate principal amount of 6.375% senior secured notes due 2034 (the “2034 Notes”) and (ii) $1.125 billion aggregate principal amount of 6.625% senior secured notes due 2036 (the “2036 Notes” and, collectively with the 2034 Notes, the “Notes”).
The Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
The gross proceeds from the Notes Offering were used to fund VGLNG’s previously announced redemption of all of VGLNG’s outstanding 8.125% senior secured notes due 2028 (the “Existing Notes”), with cash on hand used to pay the redemption premium and related fees and expenses for the Notes Offering and the redemption.
The Notes were issued pursuant to an indenture, dated as of June 11, 2026, between VGLNG and The Bank of New York Mellon, as trustee and collateral agent (the “Indenture”).
Pursuant to the Indenture, the 2034 Notes will mature on December 15, 2034 and the 2036 Notes will mature on June 15, 2036. Interest on each series of the Notes will be payable semi-annually in arrears on each June 15 and December 15, beginning on December 15, 2026.
The Notes will initially not be guaranteed by any of VGLNG’s subsidiaries. In the future, certain of VGLNG’s subsidiaries that incur or guarantee certain amounts of indebtedness will also guarantee the Notes, except during any period where the Notes are rated investment grade by specified rating agencies (the “Suspension Period”). The Notes and any future guarantees of the Notes will be secured on a first-priority basis by the same lien on the collateral that secures VGLNG’s existing notes and revolving credit facility, subject to certain liens permitted under the Indenture. The Notes will cease to be secured during any Suspension Period.
The Indenture contains certain restrictive and affirmative covenants that, among other things, limit or restrict the ability of, or require, as applicable, VGLNG, any future guarantors and certain of VGLNG’s subsidiaries, 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 VGLNG’s or its restricted subsidiaries’ 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 VGLNG, any future guarantors or any of VGLNG’s other restricted subsidiaries, make loans or advances to VGLNG, any future guarantors or VGLNG’s other restricted subsidiaries, or sell, lease or transfer any properties or assets to VGLNG, any future guarantors or any of VGLNG’s other restricted subsidiaries, (vi) consolidate, merge or sell substantially all of VGLNG’s or their respective assets or properties, (vii) make certain investments, loans or advances, and (viii) enter into certain transactions or agreements with or for the benefit of VGLNG’s or its restricted subsidiaries’ respective affiliates. The Indenture covenants are subject to a number of important limitations and exceptions. In addition, certain of these covenants will not apply to VGLNG and its restricted subsidiaries during any Suspension Period. The Indenture also contains customary events of default and remedies, including, but not limited to, (i) failure to pay principal or interest on any borrowings under the Notes when due and payable; (ii) failure to comply with certain covenants or agreements in the Indenture if not cured or waived as provided in the Indenture, as applicable; and (iii) certain events of bankruptcy, insolvency, or reorganization.
VGLNG may, at its option, redeem some or all of (i) the 2034 Notes at any time on or after December 15, 2029 and (ii) the 2036 Notes at any time on or after June 15, 2031, in each case at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Prior to December 15, 2029 (in respect of the 2034 Notes) and June 15, 2031 (in respect of the 2036 Notes), VGLNG may redeem some or all of the Notes of a particular series at a redemption price equal to 100% of the aggregate principal amount of the Notes redeemed, plus the “applicable premium” and accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, at any time prior to December 15, 2029 (in respect of the 2034 Notes) and June 15, 2031 (in respect of the 2036 Notes), VGLNG may redeem up to 40% of the then outstanding principal amount of the Notes (which includes additional notes, if any) with an amount not to exceed the net cash proceeds from certain equity offerings, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date.
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.
This report does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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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 11, 2026 | |||||
By: /s/ Jonathan Thayer | |||||
| Jonathan Thayer | |||||
| Chief Financial Officer | |||||
FAQ
What debt transaction did Venture Global (VG) complete in this 8-K?
Venture Global, via subsidiary VGLNG, completed a $2.25 billion senior secured notes offering. It issued $1.125 billion 6.375% notes due 2034 and $1.125 billion 6.625% notes due 2036 to institutional investors under Rule 144A and Regulation S.
How will Venture Global use the $2.25 billion notes proceeds?
The gross proceeds were used to redeem all of VGLNG’s outstanding 8.125% senior secured notes due 2028. Cash on hand funded the redemption premium plus related fees and expenses tied to both the new notes offering and the redemption.
What are the key terms of Venture Global’s 2034 and 2036 notes?
The 2034 notes bear 6.375% interest and mature on December 15, 2034. The 2036 notes bear 6.625% interest and mature on June 15, 2036. Interest is payable semi-annually each June 15 and December 15, starting December 15, 2026.
How are Venture Global’s new notes secured and what covenants apply?
The notes are secured on a first-priority basis by the same collateral that backs VGLNG’s existing notes and revolving credit facility. The Indenture limits restricted payments, additional indebtedness, liens, certain investments, mergers, asset sales and affiliate transactions, subject to specified limitations and exceptions.
When can Venture Global redeem the new 2034 and 2036 notes?
VGLNG may redeem the 2034 notes on or after December 15, 2029 and the 2036 notes on or after June 15, 2031 at stated redemption prices plus accrued interest. Before those dates, it can redeem at 100% plus an applicable premium and accrued interest.
What is the Suspension Period mentioned in Venture Global’s Indenture?
The Suspension Period is any time when the notes are rated investment grade by specified rating agencies. During such periods, certain covenants do not apply, and the notes and any guarantees cease to be secured, changing the ongoing covenant and collateral package.