01—Abstract
Summary
Summary of the 8-K filed June 11, 2026. Cited figures are marked; the original filing is the authoritative source.
Venture Global LNG, Inc. ("VGLNG"), a wholly-owned subsidiary of Venture Global, Inc., completed a private offering on June 11, 2026 of $1.125 billiona aggregate principal amount of 6.375% senior secured notes due 2034 and $1.125 billion aggregate principal amount of 6.625% senior secured notes due 2036, totaling $2.25 billion in gross proceeds.
The notes were sold under Rule 144A and Regulation S and have not been registered under the Securities Act. Proceeds were used to fund the redemption of all of VGLNG's outstanding 8.125%b senior secured notes due 2028, with cash on hand covering the redemption premium and related fees and expenses. The notes were issued under an indenture with The Bank of New York Mellon as trustee and collateral agent.
Interest is payable semi-annually on June 15 and December 15, beginning December 15, 2026. The notes initially will not be guaranteed by VGLNG's subsidiaries, though certain subsidiaries that incur or guarantee specified debt will guarantee them in the future. The notes will be secured on a first-priority basis by the same collateral securing VGLNG's existing notes and revolving credit facility.
The indenture includes restrictive covenants on restricted payments, additional debt, liens, asset sales, mergers and affiliate transactions, subject to limitations and to suspension during any period when the notes are rated investment grade. Optional redemption is available from December 15, 2029 for the 2034 notes and June 15, 2031 for the 2036 notes, with make-whole and equity-claw provisions before those dates.
02—Key points
Key Highlights
- VGLNG issued $1.125 billion of 6.375% senior secured notes due December 15, 2034 and $1.125 billion of 6.625% senior secured notes due June 15, 2036.
- Gross proceeds of $2.25 billion were used to redeem all outstanding 8.125% senior secured notes due 2028 of VGLNG.
- Cash on hand was used to pay the redemption premium and fees and expenses for the offering and redemption.
- The notes are secured on a first-priority basis by the same collateral securing VGLNG's existing notes and revolving credit facility.
- The notes initially are not guaranteed by any subsidiaries; future guarantees will apply from subsidiaries that incur or guarantee specified debt, except during an investment-grade Suspension Period.
- The indenture contains covenants limiting restricted payments, additional indebtedness, liens, asset sales, mergers and affiliate transactions, among others.
- The notes were sold only to qualified institutional buyers under Rule 144A and non-U.S. investors under Regulation S and are not registered under the Securities Act.
03—Questions
Frequently Asked Questions
How much debt did Venture Global LNG raise and at what rates?
VGLNG raised $2.25 billion in total, consisting of $1.125 billion of 6.375% senior secured notes due 2034 and $1.125 billion of 6.625% senior secured notes due 2036.
What was the purpose of the offering?
The gross proceeds funded the redemption of all of VGLNG's outstanding 8.125% senior secured notes due 2028. Cash on hand covered the redemption premium and related fees and expenses.
When do interest payments begin and when do the notes mature?
Interest is payable semi-annually on June 15 and December 15, beginning December 15, 2026. The 2034 notes mature December 15, 2034 and the 2036 notes mature June 15, 2036.
Can the company redeem the notes early?
VGLNG may redeem the 2034 notes on or after December 15, 2029 and the 2036 notes on or after June 15, 2031, at indenture-specified prices. Before those dates it may redeem at 100% plus an applicable premium, and up to 40% of the notes may be redeemed with net cash proceeds from certain equity offerings.
Are the notes guaranteed and secured?
The notes are initially not guaranteed by subsidiaries, but certain subsidiaries will guarantee them in the future under specified conditions. The notes are secured on a first-priority basis by the same collateral as VGLNG's existing notes and revolving credit facility, and that security and certain covenants are suspended during any investment-grade Suspension Period.
04—Continue