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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 1, 2025
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Venture Global, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-42486 | 93-3539083 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1001 19th Street North, Suite 1500 Arlington, VA |
22209 |
| (Address of Principal Executive Offices) | (Zip Code) |
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 May 1, 2025, Venture Global CP2 LNG, LLC (“CP2”), an indirect, wholly-owned subsidiary of Venture Global, Inc. (the “Company”), entered into new secured bridge credit facilities, consisting of a $2.825 billion delayed draw bridge loan facility (the “Bridge Loan Facility”) and a $175 million three-year interest reserve facility (the “Interest Reserve Facility”, and together with the Bridge Loan Facility, the “Bridge Facilities”), to fund a portion of project costs for the CP2 natural gas liquefaction and export facility to be located alongside the Calcasieu Ship Channel in Cameron Parish, Louisiana and the related CP Express pipeline (collectively, the “CP2 Project”). The Bridge Loan Facility can be drawn up until the one year anniversary of the closing of the Bridge Loan Facility and proceeds therefrom will be deposited in the corresponding construction account to fund a portion of the costs of developing and constructing the CP2 Project. Proceeds from the Interest Reserve Facility will be deposited in the CP2 interest reserve account and may be applied only to pay interest, fees and other expenses in connection with the Bridge Facilities.
Borrowings under the Bridge Facilities will bear interest at a rate equal to the Secured Overnight Financing Rate (“SOFR”) plus a margin of 350 basis points per annum. Interest on the Bridge Facilities will be payable quarterly.
The loans made under the Bridge Facilities must be repaid in full by the earliest of (i) May 1, 2028, (ii) the ninetieth (90th) day following the occurrence of the commercial operation date for Phase 2 of the Plaquemines project, or (iii) the closing and disbursement of the initial loans under a final investment decision project financing for the CP2 Project. The outstanding principal of the Bridge Facilities may be repaid, in whole or in part, at any time without premium or penalty (subject to breakage fees).
The obligations of CP2 under the Bridge Facilities are guaranteed by Venture Global CP Express, LLC and CP2 Procurement, LLC (jointly, the “Guarantors”), each an affiliate of CP2. The Bridge Facilities will be secured by a first-priority lien on substantially all of the assets of, as well as the equity interests in, CP2 and each of the Guarantors.
A copy of the credit agreement governing the Bridge Facilities will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2025.
Further, in connection with the Bridge Facilities, Venture Global LNG, Inc. (“VGLNG”) has entered into a contingent equity contribution agreement, which requires VGLNG to make equity contributions to CP2 based on certain percentages of the cash proceeds received from the sale of LNG commissioning cargos from the Plaquemines project, subject to certain limitations, to be deposited in a reserve account and which CP2 is required to use to prepay any outstanding principal amounts under the Bridge Facility.
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 May 1, 2025, the Company issued a press release announcing that CP2 had closed the Bridge Facilities. 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 |
Description | |
| 99.1 | Press release dated May 1, 2025, relating to the Bridge Facilities. | |
| 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: May 1, 2025 | ||
| By: |
/s/ Jonathan Thayer |
|
| Jonathan Thayer | ||
| Chief Financial Officer | ||
Exhibit 99.1
Venture Global Announces Closing of $3,000,000,000 Bank Loan Facility for CP2
Announcement follows recent $2.5 billion Plaquemines bond transaction, bringing total capital markets transactions to $5.5 Billion in the last two weeks
Arlington, Va. — Venture Global, Inc. (“Venture Global”) announced today that its subsidiary, Venture Global CP2 LNG, LLC (“CP2”) has secured commitments from 19 banks for a $3.0 billion bank loan facility (the “CP2 Bank Loan” or the “Facility”) to continue manufacturing, procurement and engineering of its natural gas liquefaction and export facility, begun in early 2023, to be located alongside the Calcasieu Ship Channel in Cameron Parish, Louisiana (the “Project”). The company previously announced it had launched the formal FID process for CP2 in March.
“Venture Global is proud to close this major financing for CP2, which is slated to receive its first two liquefaction trains —number 55 and 56 deployed by Venture Global -- in the coming months. This new capital, on top of the more than $4 billion we have already invested to date, will enable continued fabrication, manufacturing and procurement at an accelerated pace, similar to Plaquemines. This strategically important project for the United States will quickly bring new American LNG supply to the global market, equalizing the balance of trade with other nations and supporting global energy security,” said Venture Global CEO Mike Sabel.
CP2 is expected to have peak production capacity of up to 28.0 MTPA. CP2 intends to use the net proceeds of the CP2 Bank Loan to pay project costs and fund reserves for debt service, fees, and other expenses associated with the Facility.
The borrowings are guaranteed by Venture Global CP Express, LLC and CP2 Procurement, LLC, each an affiliate of CP2 (the “Guarantors”). The Facility is secured by a first-priority perfected security interest in substantially all assets of and the membership interests in CP2 and each of the Guarantors.
SMBC served as Left Lead Arranger and Sole Bookrunner and will also serve as Administrative Agent going forward. Caixabank and LBBW served as Right Lead Arrangers. Bank of America, BBVA, Deutsche Bank, Goldman Sachs, ING, J.P. Morgan, Mizuho, MUFG, NBC, RBC, Santander, Scotiabank, and Wells Fargo served as Coordinating Lead Arrangers, and Regions, ICBC, and NordLB served as Joint Lead Arrangers.
About Venture Global
Venture Global is a long-term, low-cost provider of U.S. LNG sourced from resource rich North American natural gas basins. Venture Global’s business includes assets across the LNG supply chain including LNG production, natural gas transport, shipping and regasification. Venture Global’s first facility, Calcasieu Pass, commenced producing LNG in January 2022 and achieved commercial operations in April 2025. The company’s second facility, Plaquemines LNG, achieved first production of LNG in December 2024.
The company is currently constructing and developing over 100 MTPA of nameplate production capacity to provide clean, affordable energy to the world. 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. 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.