Venture Global Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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Oil/Gas Transmission
Utilities
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 10, 2026
(Exact name of registrant as specified in its charter)
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Item 1.01. Entry into a Material Definitive Agreement.
On April 10, 2026 (the “Closing Date”), Calcasieu Pass Funding, LLC (“Borrower”), an indirect subsidiary of Venture Global, Inc. (the “Company”), entered into a senior secured term loan B facility in an initial principal amount equal to $1,750,000,000 (the “Term Loan B Facility”). The Term Loan B Facility was drawn in full on the Closing Date. Proceeds of the Term Loan B Facility will be used (a) to redeem, in full, the preferred equity interests issued to Stonepeak Bayou Holdings II LP pursuant to the Limited Liability Company Agreement of Calcasieu Pass Funding, LLC, dated as of August 19, 2019, (b) to pay costs, fees and expenses associated with the foregoing and the Term Loan B Facility and (c) for working capital and general corporate purposes.
The Term Loan B Facility will mature on April 10, 2033. The outstanding principal of the Term Loan B Facility may be repaid, in whole or in part, at any time without premium or penalty (subject to breakage fees), six months following the Closing Date. Borrowings under the Term Loan B Facility will bear interest at Term SOFR plus an agreed margin, or Base Rate (as defined in the credit agreement governing the Term Loan B Facility) plus an agreed margin.
The Term Loan B Facility will be secured by a first-priority lien on substantially all of the assets of the Borrower, as well as the equity interests in the Borrower.
The credit agreement governing the Term Loan B Facility contains customary representations and warranties and customary affirmative and negative covenants applicable to the Borrower including, among other things, restrictions on indebtedness, liens, investments, fundamental changes, dispositions, and dividends and other distributions.
A copy of the credit agreement governing the Term Loan B Facility will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the three months 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 10, 2026, the Company issued a press release announcing, among other things, that the Borrower had closed the Term Loan B Facility. 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
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| 99.1 | ||||||||||||||||||||||||||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||||||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Venture Global, Inc. | |||||
| Dated: April 10, 2026 | |||||
By: /s/ Jonathan Thayer | |||||
| Jonathan Thayer | |||||
| Chief Financial Officer | |||||