Venture Global, Inc.VG
Venture Global, Inc. Debt Disclosure
Debt
The following table summarizes outstanding debt:
| December 31, | |||||||||||||||||||||||
| Maturity | Weighted average interest rate | 2025 | 2024 | ||||||||||||||||||||
| Fixed rate: | |||||||||||||||||||||||
| VGLNG Senior Secured Notes | 2028 - 2032 | 8.716% | $ | 11,000 | $ | 11,000 | |||||||||||||||||
| VGCP Senior Secured Notes | 2029 - 2033 | 4.441% | 4,750 | 4,750 | |||||||||||||||||||
| VGPL Senior Secured Notes | 2030 - 2036 | 6.780% | 9,500 | — | |||||||||||||||||||
Other fixed rate debt(a) | 2029 | 7.600% | 84 | 84 | |||||||||||||||||||
| Variable rate: | |||||||||||||||||||||||
| Calcasieu Pass Credit Facilities | 2026 | 806 | 997 | ||||||||||||||||||||
| Plaquemines Credit Facilities | 2029 | 2,683 | 12,720 | ||||||||||||||||||||
| CP2 Credit Facilities | 2032 | 1,860 | — | ||||||||||||||||||||
| CP2 Holdings EBL Facilities | 2028 | 3,000 | — | ||||||||||||||||||||
| Blackfin Credit Facilities | 2030 - 2032 | 1,129 | — | ||||||||||||||||||||
| Total outstanding debt | 34,812 | 29,551 | |||||||||||||||||||||
| Less: Unamortized debt discount, premium and issuance costs | (607) | (275) | |||||||||||||||||||||
| Total outstanding debt, net | 34,205 | 29,276 | |||||||||||||||||||||
| Less: Current portion of long-term debt, net | (812) | (190) | |||||||||||||||||||||
| Total long-term debt, net | $ | 33,393 | $ | 29,086 | |||||||||||||||||||
____________
(a)Secured by a first priority interest in corporate property.
The aggregate contractual annual maturities for outstanding debt as of December 31, 2025 are as follows:
| Years ended December 31, | Contractual maturities | |||||||
| 2026 | $ | 817 | ||||||
| 2027 | 310 | |||||||
| 2028 | 5,502 | |||||||
| 2029 | 6,491 | |||||||
| 2030 | 4,364 | |||||||
| Thereafter | 17,328 | |||||||
| Total | $ | 34,812 | ||||||
Fixed rate debt
VGLNG Senior Secured Notes
The VGLNG Senior Secured Notes are secured on a pari passu basis by a first-priority security interest in substantially all of the existing and future assets of VGLNG and the future guarantors, if any. In addition, VGLNG has pledged its membership interests in certain material direct subsidiaries as collateral to secure its obligations under the VGLNG Senior Secured Notes. VGLNG may redeem all or part of the VGLNG Senior Secured Notes at specified prices set forth in the respective governing indenture, plus accrued interest, if any, as of the date of the redemption.
VGCP Senior Secured Notes
The obligations of Venture Global Calcasieu Pass, LLC ("VGCP") under the VGCP Senior Secured Notes are guaranteed by TransCameron Pipeline, LLC ("TCP") and secured on a pari passu basis by a first-priority security interest in the assets that secure the Calcasieu Pass Credit Facilities. VGCP may redeem all or part of the VGCP Senior Secured Notes at specified prices set forth in the respective governing indenture, plus accrued interest, if any, as of the date of the redemption.
VGPL Senior Secured Notes
In April 2025, Venture Global Plaquemines LNG, LLC ("VGPL") issued $2.5 billion aggregate principal amount of senior secured notes, which were issued in two series: (i) a series of 7.500% senior secured notes due 2033 in an aggregate principal amount of $1.25 billion (the "VGPL 2033 Notes") and (ii) a series of 7.750% senior secured notes due 2035 in an aggregate amount of $1.25 billion ("the VGPL 2035 Notes"). In July 2025, VGPL issued $4.0 billion aggregate principal amount of senior secured notes, which were issued in two series: (i) a series of 6.500% senior secured notes due 2034 in an aggregate principal amount of $2.0 billion (the “VGPL January 2034 Notes”) and (ii) a series of 6.750% senior secured notes due 2036 in an aggregate principal amount of $2.0 billion (the “VGPL 2036 Notes”). In December 2025, VGPL issued $3.0 billion aggregate principal amount of senior secured notes, which were issued in two series: (i) a series of 6.125% senior secured notes due 2030 in an aggregate of $1.75 billion (the "VGPL 2030 Notes") and (ii) a series of 6.500% VGPL 2034 Notes in an aggregate of $1.25 billion (the "VGPL June 2034 Notes"). In connection with the issuances of the VGPL Senior Secured Notes, VGPL incurred cumulative debt issuance costs of $187 million primarily related to lender fees which will be amortized over the term of the notes.
In connection with the issuances of the VGPL Senior Secured Notes, VGPL settled a pro rata portion of its interest rate swaps that hedged the variable interest on the Plaquemines Credit Facilities for cash proceeds of $1.1 billion. See Note 12 – Derivatives for further discussion. The proceeds from the issuances of the VGPL Senior Secured Notes and the swap breakage proceeds were used to prepay $10.4 billion outstanding under the Plaquemines Construction Term Loan and to pay costs incurred in connection with the offerings. The prepayments
were accounted for as partial debt extinguishments resulting in a $226 million loss on financing transactions during the year ended December 31, 2025.
The obligations of VGPL under the VGPL Senior Secured Notes are guaranteed by Venture Global Gator Express, LLC ("Gator Express") and secured on a pari passu basis by a first-priority security interest in the assets that secure the Plaquemines Credit Facilities. VGPL may redeem all or part of the VGPL Senior Secured Notes at specified prices set forth in the respective governing indenture, plus accrued interest, if any, as of the date of the redemption.
Variable rate debt — LNG projects
Below is a summary of committed credit facilities outstanding for our LNG projects as of December 31, 2025:
Calcasieu Pass Credit Facilities(a) | Plaquemines Credit Facilities(b) | CP2 Credit Facilities(c) | |||||||||||||||||||||||||||||||||||||||
| Calcasieu Pass Construction Term Loan | Calcasieu Pass Working Capital Facility | Plaquemines Construction Term Loan | Plaquemines Working Capital Facility | CP2 Construction Term Loan | CP2 Working Capital Facility | CP2 Holdings EBL Facilities(d) | |||||||||||||||||||||||||||||||||||
| Total commitments | $ | 5,477 | $ | 555 | $ | 12,948 | $ | 2,100 | $ | 11,250 | $ | 850 | $ | 3,000 | |||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||
| Outstanding balances | 806 | — | 2,529 | 154 | 1,860 | — | 3,000 | ||||||||||||||||||||||||||||||||||
| Commitments prepaid or terminated | 4,671 | — | 10,419 | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Letters of credit issued | — | 276 | — | 1,309 | — | 110 | — | ||||||||||||||||||||||||||||||||||
| Available commitments | $ | — | $ | 279 | $ | — | $ | 637 | $ | 9,390 | $ | 740 | $ | — | |||||||||||||||||||||||||||
| Priority ranking | Senior secured | Senior secured | Senior secured | Senior secured | Senior secured | Senior secured | Senior secured | ||||||||||||||||||||||||||||||||||
| Interest rate on outstanding balances | SOFR + | SOFR + | SOFR + | SOFR + | SOFR + | SOFR + | SOFR + | ||||||||||||||||||||||||||||||||||
2.475% to 2.975% | 2.475% to 2.975% | 1.975% to 2.625% | 1.975% to 2.625% | 2.250% to 2.750% | 2.250% to 2.750% | 3.500% | |||||||||||||||||||||||||||||||||||
| or | or | or | or | or | or | or | |||||||||||||||||||||||||||||||||||
| base rate + | base rate + | base rate + | base rate + | base rate + | base rate + | base rate + | |||||||||||||||||||||||||||||||||||
1.375% to 1.875% | 1.375% to 1.875% | 0.875% to 1.375% | 0.875% to 1.375% | 1.250% to 1.750% | 1.250% to 1.750% | 2.500% | |||||||||||||||||||||||||||||||||||
| Commitment fees on undrawn balance | 0.831% to 1.006% | 0.831% to 1.006% | 0.656% to 0.831% | 0.656% to 0.831% | 0.788% to 0.963% | 0.788% to 0.963% | N/A | ||||||||||||||||||||||||||||||||||
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(a)The obligations of VGCP as the borrower are guaranteed by TCP and secured by a first-priority lien on substantially all of the assets of VGCP and TCP, as well as all of the membership interests in those companies.
(b)The obligations of VGPL as the borrower are guaranteed by Gator Express and secured by a first-priority lien on substantially all of the assets of VGPL and Gator Express, as well as all of the membership interests in those companies.
(c)The obligations of CP2 as the borrower are guaranteed by CP2 Procurement and CP Express and secured by a first-priority lien on substantially all of the assets of CP2, CP2 Procurement and CP Express, as well as all of the membership interests in those companies.
(d)CP2 Holdings as the borrower has pledged all its assets as collateral to secure its obligations under the CP2 Holdings EBL Facilities.
CP2 Bridge Facilities
In May 2025, Venture Global CP2 LNG, LLC ("CP2") as borrower, and CP2 Procurement, LLC ("CP2 Procurement") and Venture Global CP Express, LLC ("CP Express") as guarantors, entered into the $3.0 billion CP2 Bridge Facilities, consisting of a $2.8 billion delayed draw bridge loan facility (the "CP2 Bridge Loan Facility") and a $175 million interest reserve facility (the "CP2 Interest Reserve Facility"). Borrowings under the CP2 Bridge Facilities bear interest at a set margin rate over the debt term, plus, at the Company's election, either a SOFR or base
rate. The set margin rate for SOFR-based loans is 3.500% and the set margin rate for base rate loans is 2.500%. The Company also incurred commitment fees of 35% of the set margin rate on the undrawn available commitments of the CP2 Bridge Facilities. In connection with the issuance of the CP2 Bridge Facilities, CP2 incurred debt issuance costs of $95 million primarily related to lender fees which will be amortized over the term of the credit facility.
In July 2025, the Company prepaid in full the $1.1 billion outstanding balance under the CP2 Bridge Facilities using proceeds from the CP2 Holdings EBL Facilities entered into in connection with FID for Phase 1 of the CP2 Project, discussed below. Of the total prepayment, $308 million was accounted for as a debt extinguishment and $777 million was accounted for as a debt modification. This resulted in the write-off of $25 million of previously capitalized deferred issuance costs and $16 million in fees paid to the extinguished lenders recognized as loss on financing transactions in the consolidated statements of operations during the year ended December 31, 2025.
FID for Phase 1 of the CP2 Project
In July 2025, Phase 1 of the CP2 Project achieved FID and the Company obtained $15.1 billion in project financing. The Company, through its subsidiary CP2 Holdings, entered into the $3.0 billion CP2 Holdings EBL Facilities. Furthermore, CP2, as borrower, and CP2 Procurement and CP Express, as guarantors, entered into the $12.1 billion aggregate senior secured CP2 Credit Facilities. Additional details regarding these transactions follows.
CP2 Holdings EBL Facilities
In July 2025, CP2 LNG Holdings, LLC ("CP2 Holdings"), as borrower, entered into $3.0 billion aggregate secured credit facilities, consisting of a $2.8 billion secured equity bridge credit facility (the “CP2 Equity Bridge Facility”) and a $191 million three-year secured interest reserve credit facility (the “CP2 Interest Reserve Facility”, and together with the CP2 Equity Bridge Facility, the "CP2 Holdings EBL Facilities"). In connection with the issuance of the CP2 Holdings EBL Facilities, CP2 Holdings incurred debt issuance costs of $95 million primarily related to new and modified lender fees which are amortized over the term of the credit facility. A portion of the proceeds from the project financing was used to prepay the outstanding CP2 Bridge Facilities in full and pay costs incurred in connection with the project financing. The remaining proceeds from the project financing will be used to fund the costs of financing, developing, constructing, and placing in service Phase 1 of the CP2 Project.
The CP2 Holdings EBL Facilities are subject to mandatory prepayment provisions, including provisions which would require prepayment with the proceeds of additional indebtedness or prepayment upon receipt of certain net proceeds from the sale of commissioning cargos generated by the Plaquemines Project. The CP2 Holdings EBL Facilities can be voluntarily prepaid at any time without premium or penalty.
CP2 Credit Facilities
In July 2025, CP2, as borrower, and CP2 Procurement and CP Express, as guarantors, entered into $12.1 billion aggregate senior secured credit facilities, consisting of the $11.3 billion CP2 Construction Term Loan and the $850 million CP2 Working Capital Facility. In connection with the issuance of the CP2 Credit Facilities, CP2 incurred debt issuance costs of $460 million primarily related to lender fees which are amortized over the term of the credit facility. Proceeds from the CP2 Credit Facilities will be used to fund the costs of financing, developing, constructing, and placing in service Phase 1 of the CP2 Project.
The CP2 Credit Facilities can be voluntarily prepaid at any time without premium or penalty.
Variable rate debt — pipeline infrastructure projects
Below is a summary of committed credit facilities outstanding for the Company's pipeline infrastructure projects as of December 31, 2025:
Blackfin Credit Facilities(a) | |||||||||||||||||
| Blackfin TLA Facility | Blackfin TLB Facility | Blackfin Working Capital Facility | |||||||||||||||
| Total commitments | $ | 425 | $ | 1,075 | $ | 75 | |||||||||||
| Less: | |||||||||||||||||
| Outstanding balances | 54 | 1,075 | — | ||||||||||||||
| Available commitments | $ | 371 | $ | — | $ | 75 | |||||||||||
| Priority ranking | Senior secured | Senior secured | Senior secured | ||||||||||||||
| Interest rate on outstanding balances | SOFR + 2.250% to 2.500% | SOFR + 3.000% | SOFR + 2.250% to 2.500% | ||||||||||||||
or | or | or | |||||||||||||||
base rate + 1.250% to 1.500% | base rate + 2.000% | base rate + 1.250% to 1.500% | |||||||||||||||
| Commitment fees on undrawn balance | 0.438% to 0.875% | N/A | 0.438% to 0.875% | ||||||||||||||
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(a)Blackfin, as borrower, has pledged all its assets as collateral to secure its obligations under the Blackfin Credit Facilities.
Blackfin Credit Facilities
In September 2025, Blackfin Pipeline, LLC ("Blackfin"), as borrower, entered into $1.6 billion aggregate senior secured facilities, consisting of a $1.1 billion secured term loan facility (the "Blackfin TLB Facility") and a $425 million secured construction term loan facility (the "Blackfin TLA Facility") and a $75 million secured revolving loan and letter of credit facility (the "Blackfin Working Capital Facility", and together with the Blackfin TLA Facility and the Blackfin TLB Facility, the "Blackfin Credit Facilities"). In October 2025, the Company increased the commitment under the Blackfin TLB Facility by $25 million. In connection with the issuance of the Blackfin Credit Facilities, Blackfin incurred debt issuance costs of $41 million primarily related to lender fees which will be amortized over the term of the credit facility. Proceeds from the Blackfin Credit Facilities were used to reimburse $889 million to VGLNG for prior expenditures related to the development and construction of the Blackfin Pipeline, and pay certain costs incurred in connection with the project financing. The remaining proceeds will be used to fund a portion of the costs to develop, construct and manage the Blackfin Pipeline.
The Blackfin Credit Facilities can be voluntarily prepaid at any time without penalty.
VGLNG Revolving Credit Facility
Below is a summary of committed credit facilities outstanding for the VGLNG Revolving Credit Facility as of December 31, 2025:
VGLNG Revolving Credit Facility(a) | |||||
| Total commitments | $ | 2,000 | |||
| Less: | |||||
| Outstanding balances | — | ||||
| Available commitments | $ | 2,000 | |||
| Priority ranking | Senior secured | ||||
Interest rate on outstanding balances(b) | SOFR + 2.500% | ||||
or | |||||
base rate + 1.500% | |||||
Commitment fees on undrawn balance(b) | 0.350% | ||||
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(a)Borrowings under the VGLNG Revolving Credit Facility are secured by a first-priority perfected security interest in, subject to certain exceptions, substantially all of the existing and future assets of VGLNG and any future guarantors, if any. As of the signing date, there are no guarantors. If certain of VGLNG’s subsidiaries incur or guarantee certain amounts of indebtedness in the future, then they will be required to guarantee the VGLNG Revolving Credit Facility.
(b)The rates are subject to reductions by up to 1.000% per annum based on achieving certain ratings requirements.
On November 7, 2025, VGLNG entered into a $2.0 billion senior secured credit facility (the "VGLNG Revolving Credit Facility"). Proceeds from the VGLNG Revolving Credit Facility are available to be used for general corporate purposes of VGLNG and its subsidiaries. The VGLNG Revolving Credit Facility and all borrowings thereunder will mature on November 7, 2030. In connection with the issuance of the VGLNG Revolving Credit Facility, VGLNG incurred debt issuance cost of $53 million primarily related to lender fees which will be amortized over the term of the credit facility.
VGLNG has the option to increase the commitments or establish one or more incremental term facilities under the Credit Agreement in an amount that, together with all loans and unfunded commitments outstanding under the Credit Agreement, shall not exceed 7.500% of the consolidated total assets of VGLNG and its restricted subsidiaries.
The VGLNG Revolving Credit Facility can be voluntarily prepaid at any time without premium or penalty.
Debt covenants
The Company's debt instruments contain certain customary affirmative and negative covenants that among other things, limit the Company's ability to incur additional indebtedness, create liens, dispose of assets, or pay dividends, distributions or other restricted payments. The Company's credit facilities include financial covenants that requires the borrower to maintain a specified historical debt service coverage ratio, as of a specified date in the respective agreement. As of December 31, 2025, each of the Company's issuers was in compliance with all covenants related to their respective debt obligations.
The Calcasieu Project, Plaquemines Project, the CP2 Project and Blackfin are restricted from making certain distributions to Venture Global under the agreements governing their respective indebtedness. These restrictions are in place until, among other requirements, the projects have established the appropriate operating reserves and historical and projected debt service reserves. The restricted net assets of the Company's consolidated subsidiaries was approximately $16.5 billion as of December 31, 2025.
Interest expense on debt
The following table presents the total interest expense incurred on debt and other instruments:
| Years ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Stated interest | $ | 2,263 | $ | 1,890 | $ | 1,038 | |||||||||||
| Amortization of debt discounts, premiums and issuance costs | 175 | 141 | 138 | ||||||||||||||
| Other interest and fees | 97 | 69 | 114 | ||||||||||||||
| Total interest cost | 2,535 | 2,100 | 1,290 | ||||||||||||||
| Capitalized interest | (1,081) | (1,516) | (649) | ||||||||||||||
| Total interest expense, net | $ | 1,454 | $ | 584 | $ | 641 | |||||||||||
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.