Venture Global Retires LNG Term Loan With $750M of 6% Secured Notes Due 2036

Venture Global’s Calcasieu Pass subsidiary issued $750 million of 6.000% senior secured notes due May 2036, using proceeds and hedge termination cash to prepay the project’s remaining term loan in full.

The company announced the closing on Thursday, April 23, 2026, the same day the notes were issued and the term loan prepayment wired. Venture Global Calcasieu Pass, LLC is the legal entity that owns the Calcasieu Pass LNG export terminal in Cameron Parish, Louisiana, which began producing liquefied natural gas in 2022. The notes carry a 6.000% coupon, pay interest semi-annually on November 1 and May 1, and mature on May 1, 2036.

How It Works

VGCP is the operating subsidiary that owns and runs Calcasieu Pass, a liquefied natural gas (LNG) export terminal in Louisiana that chills pipeline gas into liquid form for oceangoing shipment. The facility began commercial production in 2022 and is currently one of the largest LNG exporters in the United States by nameplate capacity.

Project finance at this scale typically runs on a sequence. Construction uses bank term loans with floating interest rates. Once the plant is built and commercially operating, sponsors refinance that short-term, floating-rate construction debt with longer-dated, fixed-rate secured notes sold to the institutional bond market. This $750 million issuance is the latest step in that sequence at VGCP.

The 8-K describes the mechanic in a single sentence. “Proceeds from the Notes, together with cash on hand at VGCP and proceeds received from certain hedge terminations, were used to prepay, in full, the existing term loan facility previously entered into by VGCP, as borrower, and TransCameron Pipeline, LLC, as guarantor.”

TransCameron Pipeline, the guarantor named in that passage, is VGCP’s affiliate and owns the gas pipeline feeding the Calcasieu Pass terminal. Venture Global structures these assets so the pipeline, the terminal, and supporting infrastructure sit inside a ring-fenced project group whose debt is secured only by the project’s assets and cash flows. Venture Global, Inc., the NYSE-listed parent, does not guarantee the notes.

The Number That Matters

Six percent. The new notes carry a 6.000% coupon for ten years, which puts roughly $45 million of annual interest expense ($750 million multiplied by 6.000%) into VGCP’s operating cost structure, payable every November 1 and May 1.

That coupon is what the institutional bond market charged VGCP for secured, operating-period LNG credit on April 23, 2026. It bundles in several things: the first-lien collateral claim on Calcasieu Pass and TransCameron Pipeline assets, VGCP’s operating track record since 2022, long-term offtake contracts with foreign buyers (some of which remain in commercial dispute), the U.S. Treasury curve at issuance, and the Indenture’s restrictive covenants limiting additional debt, dividends, liens, and affiliate transactions.

The press release adds the other half of the story. “The Notes are secured on a pari passu basis by a first-priority security interest in the assets that secure VGCP’s existing senior secured first lien credit facilities and VGCP’s existing senior secured notes.” Pari passu means equal footing. The three earlier VGCP secured note tranches, issued in August 2021, November 2021, and January 2023, share the same collateral package and rank alongside the new 2036 notes in any workout scenario.

The Hedge Termination Detail

One line in the 8-K deserves attention. Proceeds received from certain hedge terminations helped fund the prepayment.

When a borrower carries a floating-rate term loan, it usually layers in interest rate swaps that turn the floating payment into a synthetic fixed payment. The borrower pays a fixed rate to a swap counterparty and receives the floating rate back, so the net cost of debt stays predictable even as short-term rates move. Those swaps sit in place for the life of the term loan.

When the term loan is retired early, the swaps are no longer hedging anything and get unwound. Depending on where swap rates sit relative to the contract rate on the unwind date, the unwind generates a payment going one direction or the other.

The 8-K implies VGCP’s swaps were in-the-money. The hedge terminations generated proceeds, not costs, and those proceeds contributed to the prepayment. Rates rose sharply between 2022 (when much of the original hedging was likely established) and 2026, so pay-fixed swaps from that vintage would now be worth cash to the borrower. That matches what the filing describes.

The Call Protection

The Indenture includes standard high-yield call mechanics. The 8-K states that until November 1, 2035, six months before maturity, “VGCP may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus the ‘make-whole’ set forth in the Indenture, plus accrued and unpaid interest up to but excluding the redemption date.”

A make-whole premium compensates bondholders for lost interest if the issuer calls the notes early. It pays the bondholders the present value of the coupon stream they expected through maturity, discounted at a Treasury-plus spread. After the November 2035 par-call date, VGCP can retire the notes at face value without the make-whole surcharge.

Broader Context: Venture Global’s Capital Markets Year

This is not a one-off transaction. Venture Global has been a steady visitor to the debt markets since its January 2025 IPO on the New York Stock Exchange. The company’s EDGAR filing history shows Item 1.01 and 2.03 8-Ks in July 2025, September 2025, December 2025, March 2026, and April 10, 2026, each describing a subsidiary-level debt transaction at one of the three Louisiana projects.

The pattern is a continuous program of project-level financings moving through the subsidiary ladder. Calcasieu Pass is operating and generating cash, so it gets investment-grade-style secured notes with ten-year tenors. Plaquemines LNG and CP2 LNG are under construction or development, so they need construction-era financing at higher yields. Each subsidiary’s debt is non-recourse to the Venture Global, Inc. parent on NYSE.

Venture Global’s public description of the footprint is blunt. The company produces “low-cost U.S. liquefied natural gas (LNG) with over 100 MTPA of capacity in production, construction, or development,” operating one of the largest LNG export platforms in the country.

What to Watch

CP2 financing cadence: Whether CP2 LNG, Venture Global’s third Louisiana project and still under construction, eventually follows the same secured-notes-after-operating-milestone template VGCP just executed.

Foreign buyer disputes: Whether arbitration proceedings and ongoing contract disputes with long-term offtake counterparties materially affect VGCP’s cash flow coverage ratios in the next 10-Q.

Pari passu ramp: Whether additional VGCP debt layers get added at the same first-lien level, and at what coupon differential to today’s 6.000% if secured project-bond spreads widen or tighten through 2026.

Make-whole economics: Whether VGCP issues another refinancing tranche inside the ten-year tenor that could call these notes before the November 2035 par-call date, and at what make-whole cost to bondholders.