Venture Global Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
$VG
Oil/Gas Transmission
Utilities
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): March 13, 2026
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Item 1.01. Entry into a Material Definitive Agreement.
On March 13, 2026, Venture Global CP2 LNG, LLC (“CP2”), an indirect, wholly-owned subsidiary of Venture Global, Inc. (the “Company”), amended or amended and restated, as applicable, certain of its financing documents, by upsizing (i) the $11.25 billion senior secured first lien construction term loan facility (the “Phase 1 Construction/Term Facility”) by an aggregate amount equal to $7.85 billion (the “Phase 2 Construction/Term Facility”) and (ii) the $850.0 million senior secured first lien working capital revolving loan and letter of credit facility (the “Working Capital Facility” and, together with the Phase 1 Construction/Term Facility and the Phase 2 Construction/Term Facility, the “Project Facilities”) by $750.0 million, resulting in an aggregate amount of $20.7 billion under the Project Facilities, to fund a portion of project costs for Phases 1 and 2 of 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 proceeds from the Phase 1 Construction/Term Facility can be drawn up until the earliest of (i) Phase 1 date certain (January 23, 2030, as may be extended) or (ii) the Phase 1 project completion date, and the proceeds from the Phase 2 Construction/Term Facility can be drawn up until the earliest of (i) Phase 2 date certain (September 30, 2030, as may be extended) or (ii) the Phase 2 project completion date, each subject to termination of commitments, and the proceeds therefrom will be deposited into the corresponding account to fund a portion of the costs of developing and constructing Phases 1 and 2 of the CP2 Project, respectively. Proceeds from the Working Capital Facility may be applied to satisfy obligations under existing project documents, fund reserve requirements, pay transaction fees and expenses in connection with the Project Facilities, working capital purposes and other general corporate purposes up to a certain amount. Borrowings under the Project Facilities bear interest at either the secured overnight financing rate (“SOFR”) or base rate, plus an applicable margin. The applicable margin rate for SOFR-based loans ranges from 2.25% to 2.75%. The applicable margin rate for base rate loans ranges from 1.25% to 1.75%. Interest on term SOFR loans is due and payable at the end of each interest period (but at least every three months) and interest on base rate loans is due and payable at the end of each calendar quarter. The obligations of CP2 under the Project Facilities are guaranteed by Venture Global CP Express, LLC and CP2 Procurement, LLC (jointly, the “Guarantors”), each an affiliate of CP2. The Project Facilities contain certain customary affirmative and negative covenants that among other things, limit the Company’s and the Guarantors’ ability to incur additional indebtedness, create liens, dispose of assets, or pay dividends, distributions or other restricted payments.
The loans under the Project Facilities must be repaid in full no later than July 28, 2032. The outstanding principal of the Project Facilities may be repaid, in whole or in part, at any time without premium or penalty (subject to breakage fees).
The Project Facilities are 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 amended and restated Common Terms Agreement and of the amendment to the Credit Facility Agreement governing the Project Facilities will be filed as exhibits to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 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 March 13, 2026, the Company issued a press release announcing that CP2 had closed the Project 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
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| 99.1 | ||||||||||||||||||||||||||||||||
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: March 13, 2026 | |||||
By: /s/ Jonathan Thayer | |||||
| Jonathan Thayer | |||||
| Chief Financial Officer | |||||