Venture Global LNG, Inc. announced 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.