01—Abstract
Summary
Summary of the 8-K filed April 23, 2026. Cited figures are marked; the original filing is the authoritative source.
On April 23, 2026, Venture Global Calcasieu Pass, LLC (VGCP), an indirect subsidiary of Venture Global, Inc. (NYSE: VG), issued $750,000,000a aggregate principal amount of 6.000% senior secured notes due May 1, 2036.
The notes were sold in a private offering to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. Net proceeds, together with cash on hand at VGCP and proceeds from certain hedge terminations, were used to prepay in full VGCP's existing term loan facility, and to pay fees and expenses of the offering. The notes are guaranteed by TransCameron Pipeline, LLC, the guarantor, and may be guaranteed by certain future domestic subsidiaries.
They are secured by collateral shared equally with VGCP's working capital revolving facilities and its existing senior secured notes issued in 2021 and 2023. Interest is payable semi-annually on November 1 and May 1, beginning November 1, 2026. VGCP may redeem the notes at any time before November 1, 2035 at par plus a make-whole premium, and on or after that date at par plus accrued interest.
The indenture contains customary events of default and restrictive covenants, including limits on restricted payments, additional indebtedness, liens, asset sales, affiliate transactions, and investments. The indenture will be filed as an exhibit to the company's Form 10-Q for the quarter ended June 30, 2026.
02—Key points
Key Highlights
- VGCP issued $750 million of 6.000% senior secured notes due May 1, 2036 on April 23, 2026.
- Proceeds, along with cash on hand and hedge termination proceeds, were used to prepay in full VGCP's existing term loan facility.
- The notes are guaranteed by TransCameron Pipeline, LLC and secured on a pari passu basis with the WCF Facility and existing senior secured notes.
- Interest is payable semi-annually on May 1 and November 1, starting November 1, 2026.
- Optional redemption is available before November 1, 2035 at par plus a make-whole amount, and at par plus accrued interest afterward.
- The indenture includes customary covenants limiting restricted payments, additional debt, liens, asset sales, and affiliate transactions.
- The notes were sold under Rule 144A and Regulation S and were not registered under the Securities Act.
03—Questions
Frequently Asked Questions
What did Venture Global's subsidiary borrow, and on what terms?
VGCP issued $750,000,000 of 6.000% senior secured notes due May 1, 2036. Interest is paid semi-annually on May 1 and November 1, beginning November 1, 2026.
What is the purpose of the offering?
The net proceeds, together with cash on hand at VGCP and proceeds from certain hedge terminations, were used to prepay in full VGCP's outstanding term loans and to pay offering fees and expenses.
What security and guarantees support the notes?
The notes are guaranteed by TransCameron Pipeline, LLC and may be guaranteed by certain future domestic subsidiaries. They are secured by collateral shared equally with VGCP's working capital revolving facility and its existing senior secured notes.
Can the notes be redeemed early?
Yes. Before November 1, 2035, VGCP may redeem the notes at 100% of principal plus a make-whole amount and accrued interest. On or after November 1, 2035, redemption is at 100% of principal plus accrued interest.
Are the notes publicly registered, and where can the full terms be found?
No. The notes were sold in a private offering under Rule 144A and Regulation S and were not registered under the Securities Act. The indenture will be filed as an exhibit to the company's Form 10-Q for the quarter ended June 30, 2026.
04—Continue