Venture Global LNG $4.5 billion senior secured notes offering

Davis Polk advised Venture Global LNG, Inc. in connection with a Rule 144A / Regulation S inaugural offering of $4.5 billion aggregate principal amount of its senior secured notes, which were issued in two series: 8.125% senior secured notes due 2028 in an aggregate principal amount of $2.25 billion and 8.375% senior secured notes due 2031 in an aggregate principal amount of $2.25 billion. The aggregate principal amount of issued notes represents an increase of $1 billion from the initially offered amount of $3.5 billion. The proceeds from the offering will be used by the company to prepay, in full, its existing senior secured first-lien credit facilities and to pay related fees, premiums and expenses, with the remainder to be used for general corporate purposes.

Venture Global is a long-term, low-cost provider of U.S. LNG sourced from resource rich North American natural gas basins. Its first facility, Calcasieu Pass, commenced producing LNG in January 2022. The company is also constructing or developing an additional 60 million tonnes per annum of production capacity in Louisiana to provide clean, affordable energy to the world and is developing carbon capture and sequestration (CCS) projects at each of its LNG facilities.

The Davis Polk capital markets team included partner Marcel Fausten and associates Joze Vranicar and Courtney Clark. Partner Scott M. Herrig and counsel Jason Palios provided finance advice. Partner Mario J. Verdolini, and associates Benjamin Helfgott and Betsy Johnson provided tax advice. Counsel David A. Zilberberg and associate Timothy M. Sullivan provided environmental advice. All members of the Davis Polk team are based in the New York office.