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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Item 1.01. Entry into a Material Definitive Agreement.
On May 1, 2025, Venture Global CP2 LNG, LLC (“CP2”), an indirect, wholly-owned subsidiary of Venture Global, Inc. (the “Company”), entered into new secured bridge credit facilities, consisting of a $2.825 billion delayed draw bridge loan facility (the “Bridge Loan Facility”) and a $175 million three-year interest reserve facility (the “Interest Reserve Facility”, and together with the Bridge Loan Facility, the “Bridge Facilities”), to fund a portion of project costs for the CP2 natural gas liquefaction and export facility to be located alongside the Calcasieu Ship Channel in Cameron Parish, Louisiana and the related CP Express pipeline (collectively, the “CP2 Project”). The Bridge Loan Facility can be drawn up until the one year anniversary of the closing of the Bridge Loan Facility and proceeds therefrom will be deposited in the corresponding construction account to fund a portion of the costs of developing and constructing the CP2 Project. Proceeds from the Interest Reserve Facility will be deposited in the CP2 interest reserve account and may be applied only to pay interest, fees and other expenses in connection with the Bridge Facilities.
Borrowings under the Bridge Facilities will bear interest at a rate equal to the Secured Overnight Financing Rate (“SOFR”) plus a margin of 350 basis points per annum. Interest on the Bridge Facilities will be payable quarterly.
The loans made under the Bridge Facilities must be repaid in full by the earliest of (i) May 1, 2028, (ii) the ninetieth (90th) day following the occurrence of the commercial operation date for Phase 2 of the Plaquemines project, or (iii) the closing and disbursement of the initial loans under a final investment decision project financing for the CP2 Project. The outstanding principal of the Bridge Facilities may be repaid, in whole or in part, at any time without premium or penalty (subject to breakage fees).
The obligations of CP2 under the Bridge Facilities are guaranteed by Venture Global CP Express, LLC and CP2 Procurement, LLC (jointly, the “Guarantors”), each an affiliate of CP2. The Bridge Facilities will be secured by a first-priority lien on substantially all of the assets of, as well as the equity interests in, CP2 and each of the Guarantors.
A copy of the credit agreement governing the Bridge Facilities will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2025.
Further, in connection with the Bridge Facilities, Venture Global LNG, Inc. (“VGLNG”) has entered into a contingent equity contribution agreement, which requires VGLNG to make equity contributions to CP2 based on certain percentages of the cash proceeds received from the sale of LNG commissioning cargos from the Plaquemines project, subject to certain limitations, to be deposited in a reserve account and which CP2 is required to use to prepay any outstanding principal amounts under the Bridge Facility.
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 May 1, 2025, the Company issued a press release announcing that CP2 had closed the Bridge Facilities. 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 |
Description | |
| 99.1 | Press release dated May 1, 2025, relating to the Bridge Facilities. | |
| 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: May 1, 2025 | ||
| By: |
/s/ Jonathan Thayer | |
| Jonathan Thayer | ||
| Chief Financial Officer | ||