The following table sets forth our cash, cash equivalents and capitalization as of September 30, 2024:
| • | on a pro forma basis, giving effect to (1) the Stock Split immediately prior to the automatic conversion described in (2); (2) the automatic conversion of all outstanding shares of our Class A common stock held by VG Partners immediately prior to the completion of this offering into shares of our Class B common stock; and (3) the filing and effectiveness of our amended and restated certificate of incorporation, each of which will occur immediately prior to the completion of this offering; and |
| • | on a pro forma as adjusted basis to reflect the sale by us of shares of Class A common stock in this offering, at an assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses, and the application of the net proceeds to us therefrom as described under “Use of Proceeds”. |
Each $1.00 increase (decrease) in the public offering price per share would increase (decrease) our cash and cash equivalents, total stockholders’ equity and total capitalization, after deducting estimated underwriting discounts and commissions, by $ million (assuming the number of shares of our Class A common stock offered by us, as set forth on the cover of this prospectus, remains the same, and assuming no exercise of the underwriters’ option to purchase additional shares). We may also increase or decrease the number of shares we are offering. An increase (decrease) of one million shares in the number of shares of our Class A common stock offered by us would increase (decrease) our cash and cash equivalents, total stockholders’ equity and total capitalization, after deducting estimated underwriting discounts and commissions, by $ million (assuming the public offering price remains the same, and assuming no exercise of the underwriters’ option to purchase additional shares).
This table should be read in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Material Financing” and the audited consolidated financial statements and notes thereto appearing elsewhere in this prospectus.
| Actual | Pro Forma | Pro FormaAs Adjusted |
|---|
| (in millions) |
|---|
| Cash and cash equivalents | $4,562 | $ | $ |
|---|
| Restricted cash, current and noncurrent | 1,073 | |
|---|
| Total | $5,635 | $ | $ |
|---|
| Debt: |
|---|
| Project level debt(1)(2) | $16,230 | $ | $ |
|---|
| VGLNG debt(1)(3) | 11,000 | |
|---|
| Total debt | 27,230 | |
|---|
| Redeemable stock of subsidiary(4) | 1,492 | |
|---|
| Equity(5): |
|---|
| Preferred stock, $0.01 par value per share, 1,000,000 shares authorized actual, pro forma and pro forma as adjusted, no shares outstanding actual, pro forma and pro forma as adjusted | — | |
|---|
| Class A common stock, $0.01 par value per share, 1,000,000 shares authorized actual, shares authorized pro forma and shares authorized pro forma as adjusted, 519,772 shares outstanding actual,(6) shares outstanding pro forma and shares outstanding pro forma as adjusted | — | |
|---|
| Class B common stock, $0.01 par value per share, 1,000,000 shares authorized actual, shares authorized pro forma and shares authorized pro forma as adjusted, no shares outstanding actual, shares outstanding pro forma and shares outstanding pro forma as adjusted | — | |
|---|
| Additional paid-in capital | 531 | |
|---|
| Retained earnings | 1,673 | |
|---|
| Accumulated other comprehensive loss | (252) | |
|---|
| Total Venture Global, Inc. stockholders’ equity | 1,952 | |
|---|
| Non-controlling interests(7) | 3,475 | |
|---|
| Total capitalization | $34,149 | $ | $ |
|---|
| (1) | Balances of the VGLNG Senior Secured Notes, the Calcasieu Pass Credit Facilities, the VGCP Senior Secured Notes and the Plaquemines Credit Facilities reflect the full outstanding principal amount of those obligations without reduction for unamortized premiums, discounts and debt issuance costs. |
| (2) | As of September 30, 2024 we had no available additional borrowing capacity under the senior secured term loan facility of the Calcasieu Pass Credit Facilities and approximately $254 million of letters of credit issued and outstanding thereunder, and we had approximately $301 million of unutilized borrowing capacity under the working capital facility of the Calcasieu Pass Credit Facilities. As of September 30, we had approximately $2.6 billion of undrawn term loan commitments under the Plaquemines Credit Facilities and approximately $1.2 million of letters of credit issued and outstanding thereunder and approximately $919 million undrawn working capital commitments thereunder. |
| (3) | Consists of the VGLNG Senior Secured Notes. |
| (4) | Represents third-party interests in the net assets of the Company’s subsidiary, Calcasieu Pass Funding, LLC, resulting from the issuance of redeemable stock, whereby a fund associated with Stonepeak Infrastructure Partners has the right to redeem its interests for cash upon the occurrence of certain events, with a current redemption value as adjusted by the contractually stated distribution amount that is recognized in each reporting period as net income attributable to redeemable stock of subsidiary on the consolidated statements of operations of approximately $1.5 billion as of September 30, 2024. See “Description of Material Financing—Project Equity Financing—Calcasieu Pass Funding, LLC Preferred Units.” |
| (5) | The actual number of shares of Class A common stock does not give effect to the Stock Split to be effectuated after the effectiveness of the registration statement of which this prospectus forms a part and before the completion of this offering. |
| (6) | The actual outstanding number of shares of Class A common stock does not give effect to the Stock Split. |
| (7) | Represents third-party interests in the Company’s subsidiary, Calcasieu Pass Holdings, LLC, resulting from the issuance of preferred units to a fund associated with Stonepeak Infrastructure Partners. Such units will be, upon the occurrence of certain conditions, redeemed for an agreed price or converted into common units of Calcasieu Pass Holdings, LLC. See “Description of Material Financing—Project Equity Financing—Calcasieu Pass Holdings, LLC Preferred Units.” Additionally, this includes approximately $3.0 billion in third party interests in VGLNG, resulting from the issuance of three million of VGLNG Series A Preferred Shares. See “Description of Material Financing—VGLNG Equity Financing—VGLNG Series A Preferred Shares.” |
