Venture Global announced that its wholly owned subsidiary, Venture Global LNG, intends to offer $2.25 billion in aggregate principal amount of senior secured notes due 2034 and 2036 through a private offering to qualified institutional buyers under Rule 144A of the Securities Act.
The company said it plans to use the gross proceeds from the offering to redeem all outstanding 8.125% senior secured notes due 2028. Venture Global also expects to use cash on hand to cover the redemption premium, along with related fees and expenses associated with both the offering and redemption process. The redemption of the existing 2028 notes is expected to be contingent upon the successful completion of the new offering and the generation of sufficient proceeds.
According to the announcement, the new notes will initially not be guaranteed by any of the issuer’s subsidiaries. However, certain subsidiaries that incur or guarantee specified levels of indebtedness may provide guarantees in the future, except during periods when the notes maintain investment-grade ratings from designated rating agencies.
The notes and any future guarantees will be secured on a first-priority basis by the same collateral package that supports Venture Global LNG’s existing notes and revolving credit facility, subject to permitted liens outlined in the governing indenture. The notes would cease to be secured during any investment-grade suspension period.
Venture Global noted that the proposed offering remains subject to market and other conditions, and there is no assurance regarding whether the transaction will be completed or the final terms of the offering.
The notes have not been registered under the Securities Act or the securities laws of any other jurisdiction. As a result, they may only be offered or sold in the United States pursuant to an exemption from registration requirements and are being marketed solely to persons reasonably believed to be qualified institutional buyers.
Venture Global is a U.S.-based producer and exporter of liquefied natural gas (LNG) with more than 100 million tonnes per annum of production, construction, or development capacity. The company began LNG production from its first facility in 2022 and has grown into one of the largest LNG exporters in the United States. Its operations span the LNG value chain, including production, natural gas transportation, shipping, and regasification. Venture Global’s flagship projects, Calcasieu Pass, Plaquemines LNG, and CP2 LNG, are located in Louisiana, and the company is also developing carbon capture and sequestration initiatives at its LNG facilities.
