VG Venture Global, Inc. - 8-K

Item 1.01. Entry into a Material Definitive Agreement.

On April 23, 2026 (the “Issue Date”), Venture Global Calcasieu Pass, LLC (“VGCP”), an indirect subsidiary of Venture Global, Inc. (the “Company”) issued $750,000,000 aggregate principal amount of 6.000% senior secured notes due 2036 (the “Notes”). Proceeds from the Notes, together with cash on hand at VGCP and proceeds received from certain hedge terminations, were used to prepay, in full, the existing term loan facility previously entered into by VGCP, as borrower, and TransCameron Pipeline, LLC, as guarantor (the “Guarantor”).

The Notes were offered in the United States and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

The Notes were issued by VGCP on the Issue Date pursuant to an indenture, dated as of April 23, 2026 (the “Indenture”), among VGCP, the Guarantor, any other guarantor that may become a party thereto from time to time and The Bank of New York Mellon Trust Company, N.A., as trustee.

The Notes bear interest at a rate of 6.000% per annum, with interest payable semi-annually in arrears on November 1 and May 1 of each year, commencing on November 1, 2026. The Notes will mature on May 1, 2036.

VGCP’s obligations under the Notes are guaranteed by the Guarantor and may be guaranteed by certain of VGCP’s future domestic subsidiaries, if any. The Notes and the guarantees are secured by certain collateral, and the Notes, the existing working capital revolving facilities entered into by VGCP, as borrower, and the Guarantor, as guarantor (the “WCF Facility”) and the existing senior secured notes issued by VGCP on August 5, 2021, November 22, 2021 and January 13, 2023 (collectively, the “Existing Notes”), share equally in such collateral.

The Indenture contains customary terms and events of default and certain restrictive and maintenance covenants that, among other things, limit or restrict the ability of, or require, as applicable, VGCP, the Guarantor and certain of VGCP’s future subsidiaries, if any, to (i) make restricted payments, (ii) incur additional indebtedness or issue preferred stock, (iii) guarantee the obligations of others, (iv) assume, incur, permit or suffer to exist liens on VGCP’s or their respective assets, (v) create or permit to exist or become effective any consensual encumbrance on the ability of a restricted subsidiary to pay dividends, pay indebtedness owed to VGCP, the Guarantor or any of VGCP’s other restricted subsidiaries, make loans or advances to VGCP, the Guarantor or VGCP’s other restricted subsidiaries, or sell, lease or transfer any properties or assets to VGCP, the Guarantor or any of VGCP’s other restricted subsidiaries, (vi) consolidate, merge or sell substantially all of VGCP’s or their respective assets or properties, (vii) make investments, loans or advances, (viii) enter into certain transactions or agreements with or for the benefit of VGCP’s or their respective affiliates, (ix) amend or modify certain material project agreements or certain qualifying SPAs, (x) enter into hedging agreements, (xi) maintain accounts and (xii) create subsidiaries. The Indenture covenants are subject to a number of important limitations and exceptions.

At any time or from time to time, prior to November 1, 2035 (six months prior to the maturity date of the Notes) (the “Call Date”), VGCP may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus the “make-whole” set forth in the Indenture, plus accrued and unpaid interest up to but excluding the redemption date. In addition, at any time or from time to time, on or after the Call Date, VGCP may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed up to but not including the redemption date.

The Notes and the guarantees constitute VGCP’s and the Guarantor’s direct and unconditional senior secured obligations and rank senior in right of payment to any of VGCP’s and the Guarantor’s future indebtedness that is subordinated in right of payment to the Notes and the guarantees and are equal in right of payment with all of VGCP’s and the Guarantor’s existing and future indebtedness that is not subordinated, including the WCF Facility and the Existing Notes. The Notes and the guarantees are effectively subordinated to all of VGCP’s and the Guarantor’s indebtedness that is secured by assets, if any, other than the collateral securing the Notes, to the extent of the value of such assets. The Notes and the guarantees are effectively senior to all of VGCP’s and the Guarantor’s senior indebtedness that is unsecured to the extent of the value of the assets constituting the collateral securing the Notes.

A copy of the Indenture will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 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 April 23, 2026, the Company issued a press release announcing that VG C P had closed a private offering of the Notes. 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

Exhibit Title or Description

99.1

Press release dated April 23, 2026, relating to VGCP’s offering of the Notes.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).