01—Abstract
Summary
Summary of the 8-K filed December 9, 2025. Cited figures are marked; the original filing is the authoritative source.
Venture Global, Inc. (NYSE: VG) disclosed that its subsidiary, Venture Global Plaquemines LNG, LLC (VGPL), issued $3.00 billiona of senior secured notes on December 9, 2025, in two series: $1.75 billion of 6.125% senior secured notes due December 15, 2030, and $1.25 billion of 6.500% senior secured notes due June 15, 2034.
The notes were sold under Rule 144A and Regulation S, and are guaranteed by Venture Global Gator Express, LLC. Interest is payable semi-annually beginning June 15, 2026. The notes rank pari passu with VGPL's existing credit facilities and previously issued notes, and share in the same collateral.
The company stated that net proceeds will be used to prepay certain amounts outstanding under VGPL's existing senior secured first lien credit facilities and to pay fees and expenses. The indenture includes customary covenants restricting restricted payments, additional debt, liens, asset sales, affiliate transactions and other activities. VGPL may redeem the 2030 notes before September 15, 2030 at par plus a make-whole premium, and at par on or after that date.
The 2034 notes have a similar structure with a call date of December 15, 2033. The company noted that VGPL has issued $9.50 billionb of senior secured notes in total since the project began producing LNG in December 2024, including the $2.50 billion issued on April 21, 2025 and the $4.00 billion issued on July 3, 2025.
02—Key points
Key Highlights
- VGPL issued $3.00 billion of senior secured notes on December 9, 2025, split into $1.75 billion of 6.125% notes due 2030 and $1.25 billion of 6.500% notes due 2034.
- Notes were sold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
- Proceeds are intended to prepay certain amounts under VGPL's existing senior secured first lien credit facilities and to pay offering fees and expenses.
- The notes are guaranteed by Venture Global Gator Express, LLC and share collateral equally with the existing credit facilities and prior notes.
- Total senior secured notes issued by VGPL since LNG production began in December 2024 reached $9.50 billion.
- Both series are callable before their respective call dates at a make-whole price, and at par thereafter.
- A copy of the indenture will be filed with the company's Form 10-K for the year ending December 31, 2025.
03—Questions
Frequently Asked Questions
What debt did Venture Global issue in this filing?
VGPL, an indirect wholly-owned subsidiary, issued $3.00 billion of senior secured notes in two series: $1.75 billion of 6.125% notes due December 15, 2030, and $1.25 billion of 6.500% notes due June 15, 2034.
What will the proceeds be used for?
The company intends to use the net proceeds to prepay certain amounts outstanding under VGPL's existing senior secured first lien credit facilities and to pay fees and expenses related to the offering.
How do the new notes rank relative to other VGPL debt?
The notes and guarantees are senior secured obligations that rank equally in right of payment with VGPL's and the guarantor's existing and future unsubordinated debt, including the credit facilities and existing notes, and share equally in the same collateral.
When do interest payments begin and when can the notes be redeemed?
Interest is paid semi-annually on June 15 and December 15, beginning June 15, 2026. The 2030 notes may be redeemed before September 15, 2030 at par plus a make-whole amount, and the 2034 notes before December 15, 2033 on the same basis; both may be redeemed at par plus accrued interest on or after their respective call dates.
Were the notes registered with the SEC?
No. The notes were offered in the United States to qualified institutional buyers under Rule 144A and outside the United States to non-U.S. persons under Regulation S, and the press release states they were not registered under the Securities Act.
04—Continue