Venture Global Announces Upsizing and Pricing of $2,500,000,000 Senior Secured Notes by Venture Global Calcasieu Pass, LLC
Arlington, Virginia — Venture Global LNG, Inc. (“Venture Global”) announced today that its subsidiary, Venture Global Calcasieu Pass, LLC (“VGCP”) has successfully priced its offering of $2,500,000,000 aggregate principal amount of senior secured notes, which will be issued in two series: (i) a series of 3.875% senior secured notes due 2029 in an aggregate principal amount of $1,250,000,000 (the “2029 Notes”) and (ii) a series of 4.125% senior secured notes due 2031 in an aggregate principal amount of $1,250,000,000 (the “2031 Notes” and, together with the 2029 Notes, the “Notes”). The 2029 Notes will mature on August 15, 2029 and the 2031 Notes will mature on August 15, 2031. The Notes will be issued at par. The aggregate principal amount of Notes offered of $2,500,000,000 represents an increase of $1,000,000,000 from the previously offered amount of $1,500,000,000.
VGCP intends to use the net proceeds from the offering to (i) prepay certain amounts outstanding under VGCP’s existing senior secured first lien credit facilities (the “Existing Credit Facilities”), (ii) pay breakage and hedge termination costs in connection with such prepayment and (iii) pay fees and expenses in connection with the offering. On the issue date of the Notes, TransCameron Pipeline, LLC (VGCP’s affiliate) will guarantee the Notes. The Notes will be secured on a pari passu basis by a first-priority security interest in the assets that secure the Existing Credit Facilities.
The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdictions, and the Notes may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Notes, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Venture Global
Venture Global is a long-term, low-cost provider of U.S. LNG to be sourced from resource rich North American natural gas basins. Venture Global is currently constructing or developing 70 MTPA of production capacity in Louisiana to provide clean, affordable energy to the world.
This press release contains certain statements that may include “forward-looking statements.” All statements, other than statements of historical or present facts or conditions, included herein are “forward-looking statements.” Included among “forward-looking statements” are, among other things, statements regarding Venture Global’s business strategy, plans and objectives, including the use of proceeds from the offering. Venture Global believes that the expectations reflected in these “forward-looking statements” are reasonable, they are inherently uncertain and involve a number of risks and uncertainties beyond Venture Global’s control. In addition, assumptions may prove to be inaccurate. Actual results may differ materially from those anticipated or implied in “forward-looking statements” as a result of a variety of factors. These “forward-looking statements” speak only as of the date made, and other than as required by law, Venture Global undertakes no obligation to update or revise any “forward-looking statement” or provide reasons why actual results may differ, whether as a result of new information, future events or otherwise.