Venture Global Inc

The following information is a summary of the material terms of agreements representing certain indebtedness of our subsidiaries. Reference is made to the more detailed provisions of, and the descriptions are qualified in their entirety by reference to, these documents, copies of which are filed with the SEC as exhibits to the registration statement of which this prospectus forms a part.

Project Debt Financing

Calcasieu Project

Calcasieu Pass Credit Facilities

On August 19, 2019, VGCP, as borrower and TCP, as obligor, entered into a senior secured first lien construction facility equal to $5,477 million, or the Construction/Term Facility, and a senior secured working capital facility equal to $300 million, which was subsequently upsized to $555 million, or, as upsized, the Working Capital Facility, and, together with the Construction/Term Facility, the Calcasieu Pass Credit Facilities, with Natixis, New York Branch, as credit facility agent, Mizuho Bank (USA), as collateral agent, and the lenders party thereto to fund the costs of developing, constructing and commissioning the Calcasieu Project. The Calcasieu Pass Credit Facilities have a final maturity date of August 19, 2026.

On August 5, 2021, VGCP prepaid approximately $2.1 billion of indebtedness outstanding under the Construction/Term Facility by using the proceeds from the offering of the VGCP 2029 Notes and the VGCP 2031 Notes described below and, on November 22, 2021, VGCP prepaid approximately $1.0 billion of indebtedness outstanding under the Construction/Term Facility by using the proceeds from the offering of the VGCP 2033 Notes described below, and on January 13, 2023, VGCP prepaid approximately $1.0 billion of indebtedness outstanding under the Construction/Term Facility by using the proceeds from the offering of the VGCP 2030 Notes, also described below.

During the years ended December 31, 2022 and 2021, VGCP drew $0.6 billion and $2.3 billion, respectively, under the Calcasieu Pass Credit Facilities. As of September 30, 2024, December 31, 2023 and December 31, 2022, VGCP had $1.0 billion, $1.2 billion and $2.3 billion, respectively, outstanding under the Construction/Term Facility. The Construction/Term Facility was fully drawn as of December 31, 2022. In addition, VGCP had $254 million, $339 million and $553 million of outstanding letters of credit under the Working Capital Facility as of September 30, 2024 December 31, 2023 and December 31, 2022, respectively, which reduced the available borrowing capacity under the Working Capital Facility by an equivalent amount.

In June 2023, we modified the Calcasieu Pass Credit Facilities to transition its variable rate interest from LIBOR to SOFR. Borrowings under the Calcasieu Pass Credit Facilities bear interest at a set margin rate over the debt term, plus, at VGCP’s election, either a SOFR, plus a term SOFR adjustment, or base rate. The set margin rate for SOFR-based loans ranges from 2.38% to 2.88%. The set margin rate for base rate loans ranges from 1.38% to 1.88%. The term SOFR adjustment is either (i) 0.10% for aone-month term; (ii) 0.15% for a three-month term or (iii) 0.25% for asix-month term. VGCP can select a SOFR rate for a specific term of one month, three months, or six months in length, or a base rate that is the greatest of (i) the federal funds effective rate plus 0.50%, (ii) the bank prime rate, or(iii) one-month SOFR plus 1.10%. Interest on SOFR-based loans is due and payable at the end of each interest period (but at least every three months) and interest on base rate loans is due and payable at the end of each calendar quarter. VGCP also incurs quarterly commitment fees based on the undrawn commitment of the Calcasieu Pass Credit Facilities and certain letter of credit fees.

The principal of the loans made under the Construction/Term Facility must be repaid in quarterly installments. VGCP made the first of such amortization payments on March 31, 2023 and has continued to make quarterly payments as required under the Construction/Term Facility.

The Calcasieu Pass Credit Facilities also contain mandatory prepayment provisions that require prepayment upon certain asset dispositions, recovery events, issuances of debt and impairments of certain SPAs. VGCP may voluntarily prepay the Calcasieu Pass Credit Facilities on three business days’ notice without premium or penalty.

The Calcasieu Pass Credit Facilities contain customary affirmative and negative covenants, that, among other things, limit VGCP’s ability to incur additional indebtedness, undertake fundamental changes, create liens, make investments, dispose of assets, pay distributions or other restricted payments, or enter into new material project documents, or undertake certain actions under such material project documents. Additionally, VGCP must maintain a minimum historical debt service coverage ratio of 1.15:1 for the applicable period ending as of the end of any fiscal quarter, subject to limited exercises of equity cures.

The obligations of VGCP under the Construction/Term Facility are guaranteed by TCP and are secured by a first priority lien on substantially all of the assets of VGCP and TCP and by a pledge by Calcasieu Pass Pledgor, LLC, or CP Pledgor, of its limited liability company interests in VGCP and TCP, except that the real property rights held by TCP, including the rights of way related to the TransCameron Pipeline, are not encumbered by the security documents.

Calcasieu Common Terms Agreement

On August 19, 2019, VGCP and TCP entered into the Common Terms Agreement, or the Calcasieu Common Terms Agreement, with Natixis, New York Branch, as the facility agent for the lenders under the Calcasieu Pass Credit Facilities and Mizuho Bank, Ltd., as intercreditor agent, in order to set out certain provisions regarding, among other things: (a) common representations and warranties; (b) common covenants; and (c) common events of default under the documents including the agreement governing the Calcasieu Pass Credit Facilities. Future lenders under additional facility agreements may accede to the Calcasieu Common Terms Agreement.

Under the terms of the Calcasieu Common Terms Agreement, VGCP is required to hedge not less than 75%, but no more than 105%, of the variable interest rate exposure of its senior secured debt. VGCP is restricted from making distributions under agreements governing its indebtedness generally until, among other requirements, the completion of the construction of the Calcasieu Project, funding of a debt service reserve account equal to six months of debt service and achieving certain minimum historical and projected debt service coverage ratios of at least 1.25:1.00, provided that VGCP may makepre-completion distributions if it satisfies a number of conditions, including that the independent engineer has certified that it reasonably expects the Calcasieu Project completion date to be achieved by an agreed date certain (currently June 1, 2025) and that after giving effect to the distribution, VGCP and TCP will have sufficient funds to achieve the project completion date by such date certain.

Upon VGCP’s incurrence of any replacement debt, a portion of the Construction/Term Facility amounts outstanding and/or commitments in an amount equal to the amount of such replacement debt less certain provisions, costs, prepayment premiums, fees and expenses allowed pursuant to the Calcasieu Common Terms Agreement is required to be prepaid and/or cancelled, as the case may be.

The events of default set forth in the Calcasieu Common Terms Agreement constitute events of default under the Calcasieu Pass Credit Facilities. In the case of an uncured event of default (and after all applicable cure periods), the Calcasieu Pass Credit Facilities administrative agent may, or upon the direction of the required lenders under the Calcasieu Pass Credit Facilities must, accelerate all or any portion of the outstanding loans and other obligations due and payable under the Calcasieu Pass Credit Facilities or terminate all outstanding commitments thereunder. Such acceleration/termination is automatic following an event of default relating to bankruptcy/insolvency of VGCP, TCP, or CP Pledgor. Furthermore, if the Calcasieu Project does not commence commercial operation by the date certain noted above, an event of default under the Calcasieu Pass Credit Facilities will occur.

Under the Calcasieu Common Terms Agreement, VGCP is required to comply with certain covenants in relation to its SPAs. Among other things, VGCP is required to maintain certain SPAs covering the Calcasieu Project, which provide for commitments to purchase a quantity of LNG that, in the aggregate, is at least equal to a base committed quantity of a certain mtpa for a period until the initial debt has been amortized and/or to replace such SPAs with SPAs with similar terms within 90 days of termination (subject to certain extension). VGCP must make a mandatory prepayment if (a) VGCP breaches the SPA maintenance covenant in the Calcasieu Common Terms Agreement or (b) with respect to any required SPA under the Calcasieu Common Terms Agreement, a required export authorization becomes impaired and VGCP does not provide a reasonable remediation plan within 30 days following such impairment, diligently pursue such remediation, and cause such remediation to be effective within 90 days following the occurrence of the impairment.

VGCP Senior Secured Notes

On August 5, 2021, VGCP issued $2.5 billion aggregate principal amount of senior secured notes, consisting of $1.25 billion of senior secured notes due 2029, or the VGCP 2029 Notes, and $1.25 billion of senior secured notes due 2031, or the VGCP 2031 Notes. The VGCP 2029 Notes bear interest at a rate of 3.875% per annum and the VGCP 2031 Notes bear interest at a rate of 4.125% per annum, with interest on each series of notes payable semi-annually in arrears on February 15 and August 15 of each year. The VGCP 2029 Notes will mature on August 15, 2029 and the VGCP 2031 Notes will mature on August 15, 2031.

On November 22, 2021, VGCP issued $1.25 billion aggregate principal amount of senior secured notes due 2033, or VGCP 2033 Notes. The VGCP 2033 Notes bear interest at a rate of 3.875% per annum, payable semi-annually in arrears on May 1 and November 1 of each year. The VGCP 2033 Notes will mature on November 1, 2033.

On January 13, 2023, VGCP issued $1.0 billion aggregate principal amount of senior secured notes due 2030, or the VGCP 2030 Notes, and together with the VGCP 2029 Notes, the VGCP 2031 Notes and the VGCP 2033 Notes, the VGCP Senior Secured Notes. The VGCP 2030 Notes bear interest at a rate of 6.250% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning July 15, 2023. The VGCP 2030 Notes will mature on January 15, 2030.

VGCP’s obligations under the VGCP Senior Secured Notes are guaranteed by TCP and may be guaranteed by certain of VGCP’s future domestic subsidiaries, if any. The VGCP Senior Secured Notes and the guarantees are secured by certain collateral, or the VGCP Collateral, and the VGCP Senior Secured Notes and the Calcasieu Pass Credit Facilities share equally in such VGCP Collateral. The VGCP Senior Secured Notes are governed by the base indenture dated August 5, 2021, or the Base Indenture, as supplemented with respect to each particular series of notes. The Base Indenture contains customary terms and events of default and certain covenants that, among other things, limit or restrict VGCP’s ability and the ability of TCP and certain of VGCP’s future subsidiaries, if any, to (i) make restricted payments, (ii) incur additional indebtedness or issue preferred stock, (iii) guarantee the obligations of others, (iv) assume, incur, permit or suffer to exist liens on VGCP’s or their respective assets, (v) create or permit to exist or become effective any consensual encumbrance on the ability of a restricted subsidiary to pay dividends, pay indebtedness owed to VGCP, TCP or any of VGCP’s other restricted subsidiaries, make loans or advances to VGCP, TCP or VGCP’s other restricted subsidiaries, or sell, lease or transfer any properties or assets to VGCP, TCP or any of VGCP’s other restricted subsidiaries, (vi) consolidate, merge or sell substantially all of VGCP’s or their respective assets or properties, (vii) make investments, loans or advances, (viii) enter into certain transactions or agreements with or for the benefit of VGCP’s or their respective affiliates, (ix) amend or modify certain material project agreements or certain qualifying SPAs, (x) enter into hedging agreements, (xi) maintain accounts and (xii) create subsidiaries.

At any time or from time to time, prior to February 15, 2029, VGCP may redeem the VGCP 2029 Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the VGCP 2029 Notes, plus the “make-whole” set forth in the Base Indenture, plus accrued and unpaid interest up to but excluding the redemption date. In addition, at any time or from time to time, on or after February 15, 2029,

VGCP may redeem the VGCP 2029 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the VGCP 2029 Notes to be redeemed, plus accrued and unpaid interest, if any, on the VGCP 2029 Notes redeemed up to but not including the redemption date.

At any time or from time to time, prior to February 15, 2031, VGCP may redeem the VGCP 2031 Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the VGCP 2031 Notes, plus the “make-whole” set forth in the Base Indenture, plus accrued and unpaid interest up to but excluding the redemption date. In addition, at any time or from time to time, on or after February 15, 2031, VGCP may redeem the VGCP 2031 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the VGCP 2031 Notes to be redeemed, plus accrued and unpaid interest, if any, on the VGCP 2031 Notes redeemed up to but not including the redemption date.

At any time or from time to time, prior to May 1, 2033, VGCP may redeem the VGCP 2033 Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the VGCP 2033 Notes, plus the “make-whole” set forth in the first supplemental indenture to the Base Indenture, dated as of November 22, 2021, plus accrued and unpaid interest up to but excluding the redemption date. In addition, at any time or from time to time, on or after May 1, 2033, VGCP may redeem the VGCP 2033 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the VGCP 2033 Notes to be redeemed, plus accrued and unpaid interest, if any, on the VGCP 2033 Notes redeemed up to but not including the redemption date.

At any time or from time to time, prior to October 15, 2029, VGCP may redeem the 2030 notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the VGCP 2030 Notes, plus the “make-whole” set forth in the second supplemental indenture to the Base Indenture, dated as of January 13, 2023, plus accrued and unpaid interest up to but excluding the redemption date. In addition, at any time or from time to time, on or after October 15, 2029, VGCP may redeem the VGCP 2030 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the VGCP 2030 Notes to be redeemed, plus accrued and unpaid interest, if any, on the VGCP 2030 Notes redeemed up to but not including the redemption date.

The VGCP Senior Secured Notes and the guarantees constitute VGCP’s and the guarantors’ direct and unconditional senior secured obligations and rank senior in right of payment to any of VGCP’s and the guarantors’ future indebtedness that is subordinated in right of payment to the VGCP Senior Secured Notes and the guarantees and are equal in right of payment with all of VGCP’s and the guarantors’ existing and future indebtedness that is not subordinated, including the Calcasieu Pass Credit Facilities. The VGCP Senior Secured Notes and the guarantees are effectively subordinated to all of VGCP’s and the guarantors’ indebtedness that is secured by assets, if any, other than the VGCP Collateral, to the extent of the value of such assets. The VGCP Senior Secured Notes and the guarantees are effectively senior to all of VGCP’s and the guarantors’ senior indebtedness that is unsecured to the extent of the value of the assets constituting the VGCP Collateral.

The VGCP Senior Secured Notes are not subject to the Calcasieu Common Terms Agreement.

As of September 30, 2024, December 31, 2023 and December 31, 2022, the aggregate principal amount of VGCP Senior Secured Notes outstanding was $4.8 billion, $4.8 billion and $3.8 billion, respectively.

Plaquemines Credit Facilities

In May 2022, VGPL, as borrower, and Gator Express, as guarantor, obtained approximately $9.6 billion in project financing (consisting of an approximately $8.5 billion term loan facility, or the Plaquemines Construction Term Loan, and a $1.1 billion working capital revolving facility, or the Plaquemines Working Capital Facility) maturing on May 25, 2029, to fund the development and construction of Phase 1 of the Plaquemines Project. Proceeds from the Plaquemines Construction Term Loan are used to fund a portion of the costs of developing, constructing and commissioning the Plaquemines Project, and pay interest and associated debt transaction fees and expenses. The Plaquemines Working Capital Facility is used to secure letters of credit and provide working capital financing to VGPL. A portion of the proceeds from the project financing was used to prepay a bridge facility for the Plaquemines Project and pay fees and expenses incurred in connection with the project financing.

The project financing facilities were upsized in March 2023 to fund the development and construction of Phase 2 of the Plaquemines Project. The Plaquemines Credit Facilities are comprised of approximately $12.9 billion of the Plaquemines Construction Term Loan and $2.1 billion of the Plaquemines Working Capital Facility. The remaining proceeds from the upsized project financing will be used to fund the costs of financing, developing, constructing, and commissioning the Plaquemines Project.

As of September 30, 2024, December 31, 2023 and December 31, 2022, VGPL had $10.4 billion, $4.9 billion and $1.1 billion, respectively, outstanding, and $2.6 billion, $8.0 billion and $7.4 billion, respectively, available, under the Plaquemines Construction Term Loan. VGPL had $1.2 billion, $840 million and $253 million of outstanding letters of credit under the Plaquemines Working Capital facility as of September 30, 2024, December 31, 2023 and December 31, 2022, respectively, which reduced the available borrowing capacity under the Plaquemines Working Capital Facility by an equivalent amount.

Borrowings under the Plaquemines Credit Facilities bear interest at either the SOFR or base rate, plus an applicable margin. VGPL can select a SOFR for a specific term of one month up to six months in length or a base rate that is the greatest of (i) the federal funds effective rate plus 0.50%, (ii) the bank prime rate, or (iii) theone-month term SOFR reference rate plus 1.10%. The set margin rate for SOFR-based loans ranges from 1.975% to 2.625%. The set margin rate for base rate loans ranges from 0.875% to 1.375%. Interest on term SOFR loans is due and payable at the end of each interest period (but at least every three months) and interest on base rate loans is due and payable at the end of each calendar quarter.

The principal on the loans made under the Plaquemines Construction Term Loan must be repaid in quarterly installments, beginning upon the earlier of the first calendar quarter end date occurring three months following completion of Phase 1 of the Plaquemines Project or February 28, 2027. The outstanding principal of the Plaquemines Credit Facilities may be repaid, in whole or in part, at any time without premium or penalty (subject to breakage fees).

The obligations of VGPL under the Plaquemines Credit Facilities are guaranteed by Gator Express and secured by a first-priority lien on substantially all of the assets of VGPL and Gator Express and by a pledge by Plaquemines LNG Pledgor, LLC, or Plaquemines Pledgor, of its limited liability company interests in VGPL and Gator Express, except that the real property rights held by Gator Express, including the rights of way related to Gator Express Pipeline, are not encumbered by the security documents.

Plaquemines Common Terms Agreement

On March 13, 2023, in connection with the upsize of the Plaquemines Credit Facilities, VGPL and Gator Express entered into the Amended and Restated Common Terms Agreement with Natixis, New York Branch, as the credit facility agent for the lenders under the Plaquemines Credit Facilities and Royal Bank of Canada, as intercreditor agent, or the Plaquemines Common Terms Agreement, in order to set out certain provisions regarding, among other things: (a) common representations and warranties; (b) common covenants; and (c) common events of default under the agreement governing the Plaquemines Credit Facilities. Currently, only the Plaquemines Credit Facilities are subject to the Common Terms Agreement. Future lenders under additional facility agreements may accede to the Plaquemines Common Terms Agreement.

Under the terms of the Plaquemines Common Terms Agreement, VGPL is required to hedge not less than 75% but no more than 105% of the variable interest rate exposure of its senior secured debt. VGPL is restricted from making distributions under agreements governing its indebtedness generally until, among other requirements, the completion of the construction of both phases of the Plaquemines Project, funding of a debt service reserve account equal to six months of debt service and achieving certain minimum historical and projected debt service coverage ratios of at least 1.25:1.00, provided that VGPL may makepre-completion distributions if it satisfies a number of conditions, including that the independent engineer has certified that it reasonably expects the completion date of Phase 1 and Phase 2 of the Plaquemines Project to be achieved by certain agreed deadlines and that after giving effect to the distribution, VGPL and Gator Express will have sufficient funds to achieve the project completion date by such deadlines.

Upon VGPL’s incurrence of any replacement debt, a portion of the amounts outstanding and/or commitments in an amount equal to the amount of such replacement debt less certain provisions, costs, prepayment premiums, fees and expenses allowed pursuant to the Plaquemines Common Terms Agreement is required to be prepaid and/or cancelled, as the case may be.

The events of default set forth in the Plaquemines Common Terms Agreement constitute events of default under the Plaquemines Credit Facilities. In the case of an uncured event of default (and after all applicable cure periods), the Plaquemines Credit Facilities administrative agent may, or upon the direction of the required lenders under the Plaquemines Credit Facilities must, accelerate all or any portion of the outstanding loans and other obligations due and payable under the Plaquemines Credit Facilities or terminate all outstanding commitments thereunder. Such acceleration/termination is automatic following an event of default relating to bankruptcy/insolvency of VGPL, Gator Express, or Plaquemines Pledgor. Furthermore, if the Plaquemines Project does not commence commercial operation by a specified date certain (currently February 28, 2027 and December 31, 2027, with respect to Phase 1 and Phase 2 of the Plaquemines Project, respectively, and, in each case, subject to extension in certain cases), an event of default under the Plaquemines Credit Facilities will occur.

Under the Plaquemines Common Terms Agreement, VGPL is required to comply with certain covenants relating to its SPAs. Among other things, VGPL is required to maintain certain SPAs covering the Plaquemines Project that provide for commitments to purchase a quantity of LNG that, in the aggregate, is at least equal to a base committed quantity of a certain mtpa for a period of no shorter than the lesser of (i) 12 years and (ii) the period until the debt has been amortized and/or to replace them with qualifying SPAs, which must provide for commitments to purchase LNG in quantities at least equal to the base committed quantity under the SPA being replaced, within 90 days of termination of the foundation SPA (subject to certain extension). VGPL must make a mandatory prepayment if (a) VGPL breaches the SPA maintenance covenant in the Plaquemines Common Terms Agreement or (b) with respect to any required SPA under the Plaquemines Common Terms Agreement, a required export authorization becomes impaired and VGPL does not provide a reasonable remediation plan within 30 days following such impairment, diligently pursue such remediation, and cause such remediation to be effective within 90 days following the occurrence of the impairment.

Project Equity Financing

Calcasieu Pass Holdings, LLC Preferred Units

On May 25, 2019, Calcasieu Holdings and a fund associated with Stonepeak Infrastructure Partners, or Stonepeak Fund I, entered into a unit purchase agreement where Calcasieu Holdings agreed to issue and sell to Stonepeak Fund I, and Stonepeak Fund I agreed to purchase, from Calcasieu Holdings 4,000,000 preferred units of Calcasieu Holdings, or Holdings Preferred Units, for an aggregate purchase price of $400 million, or the Holdings Face Value. The transaction closed on August 19, 2019, or the Equity Financing Closing Date. The terms of the Holdings Preferred Units are set forth in the limited liability company agreement of Calcasieu Holdings, dated as of August 19, 2019. Calcasieu Holdings applied the proceeds from the sale of the Holdings Preferred Units to fund the equity portion of the costs of developing, constructing and commissioning the Calcasieu Project and for other related business purposes of Calcasieu Holdings and its subsidiaries.

As of September 30, 2024, we owned 100% of the outstanding Class A common units of Calcasieu Holdings, or Class A Common Units, Stonepeak Fund I owned 100% of the outstanding Holdings Preferred Units and there were no outstanding Class B common units of Calcasieu Holdings, or Class B Common Units.

The Holdings Preferred Units rank senior to all Class A Common Units and Class B Common Units of Calcasieu Holdings, or Holdings Common Units, and to each other class of units of Calcasieu Holdings established by the board of managers of Calcasieu Holdings, the terms of which do not expressly provide that it ranks senior to or pari passu with the Holdings Preferred Units.

Distributions on Holdings Preferred Units

Until the eighth anniversary of the Equity Financing Closing Date, each outstanding Holdings Preferred Unit will receive distributionsin-kind in the form of additional Holdings Preferred Units, or Holdings PIK Units, at 10.0% per annum. From and after such eighth anniversary, the Holdings PIK Units will accrue at 10.0% per annum, plus an additional 0.50% for every six month period, but will not exceed 15.0% per annum. The Holdings PIK Units will be cumulative. Calcasieu Holdings has an option to pay any portion of such distributions in cash.

Distributions on Holdings Common Units

For each full month prior to the Holdings Conversion (as defined below), distributions on the Holdings Common Units must be paid from the net proceeds from the sale of commissioning cargos from the Calcasieu Project, on the monthly distribution date following such declaration by the board to the members holding Holdings Common Units. Following the Holdings Conversion, distributions on the Holdings Common Units must be paid from available cash at Calcasieu Holdings, net of certain payments on indebtedness and reserves, on a quarterly basis.

Conversion into Class B Common Units and Mandatory Redemption

Upon the earlier of (a) commencement of commercial operation of the Calcasieu Project or (b) both (i) the occurrence of a Liquidation Event (as defined below) (or certain merger, amalgamation or consolidation involving VGLNG, Calcasieu Holdings or Calcasieu Funding, or an initial public offering of Calcasieu Holdings or any of its subsidiaries that holders of Holdings Preferred Units elect to treat as a Liquidation Event, or an Elected Liquidation Event) and (ii) the election by Stonepeak Fund I to convert, all Holdings Preferred Units, including any Holdings PIK Units outstanding, will automatically be converted to Class B Common Units of Calcasieu Holdings, or the Holdings Conversion. If Stonepeak Fund I does not elect to convert the Holdings Preferred Units to Class B Common Units in connection with an Elected Liquidation Event, Calcasieu Holdings is required to redeem the Holdings Preferred Units at an agreed liquidation price. As of September 30, 2024, the outstanding amount of the Holdings Preferred Units was approximately $586 million. Assuming that we service all future distributions on the Holdings Preferred Units until the commencement of COD in cash, the Holdings Preferred Units are expected to automatically convert into a number of Class B Common Units of Calcasieu Holdings equal to approximately 23% of the outstanding Holdings Common Units. As a result, after the conversion, we are expected to own 100% of the outstanding Class A Common Units, equal to approximately 77% of the outstanding Holdings Common Units, while Stonepeak Fund I is expected to own 100% of the outstanding Class B Common Units, equal to approximately 23% of the outstanding Holdings Common Units, and there will be no outstanding Holdings Preferred Units.

Approvals Required

Prior to the Holdings Conversion, holders of Holdings Preferred Units have the right to select and appoint one manager to the board of managers of Calcasieu Holdings (or when the Step-In Rights (as defined below) are exercised, two managers), and after the Holdings Conversion, holders of Class B Common Units shall have the same right. Such manager’s consent is required prior to Calcasieu Holdings or its subsidiaries taking the following actions, among others:

Calcasieu Foundation SPAs, or, collectively, the Key Project Contracts, if such amendment could reasonably be expected to have an adverse effect in any material respect on Calcasieu Holdings and its subsidiaries, taken as a whole;

Step-In Right

If any of the following events occurs (subject to certain cure rights), then holders of Holdings Preferred Units (or holders of Class B Common Units after Holdings Conversion) will have the right to appoint two out of three managers to the board of managers of Calcasieu Holdings, or the Step-In Right, and members holding Class A Common Units will have the right to appoint one manager until and for so long as the circumstances that triggered such Step-In Right are continuing:

In the event that the circumstances that triggered the Step-In Rights are no longer continuing, then members holding Class A Common Units will have the right to appoint two managers and members holding Holdings Preferred Units (or holders of Class B Common Units after Holdings Conversion) will have the right to appoint one manager of the board of managers of Calcasieu Holdings.

Liquidation Preference

In the event of any liquidation, dissolution or winding up of or bankruptcy, insolvency or other similar event in respect of Calcasieu Holdings, whether voluntary or involuntary, or Liquidation Event, a holder of Holdings Preferred Units will be entitled to be paid in cash, before any amount is paid or distributed to any holders of Holdings Common Units, an amount per Holdings Preferred Unit equal to the Holdings Face Value, as increased by the Holdings PIK Units and any accrued but unpaid distributions thereon.

Calcasieu Pass Funding, LLC Preferred Units

On May 25, 2019, Calcasieu Funding and a fund associated with Stonepeak Infrastructure Partners, or Stonepeak Fund II, entered into a unit purchase agreement where Calcasieu Funding agreed to issue and sell to Stonepeak Fund II and Stonepeak Fund II agreed to purchase from Calcasieu Funding 9,000,000 perpetual preferred units of Calcasieu Funding, or Funding Preferred Units for an aggregate purchase price of $900 million. The transaction closed on the Equity Financing Closing Date. The terms of the Funding Preferred Units are set forth in the limited liability company agreement of Calcasieu Funding, dated as of August 19, 2019, or the Funding LLC Agreement. Calcasieu Funding applied a portion of the proceeds from the sale of the Funding Preferred Units as a contribution to Calcasieu Holdings to be used by Calcasieu Holdings to fund the equity portion of the costs of developing, constructing and commissioning the Calcasieu Project.

As of September 30, 2024, we owned 100% of the outstanding Common Units of Calcasieu Funding, or Funding Common Units, while Stonepeak Fund II owned 100% of the outstanding Funding Preferred Units.

The Funding Preferred Units rank senior to all Funding Common Units and to each other class of units of Calcasieu Funding established by Calcasieu Holdings, as the managing member of Calcasieu Funding, or the Managing Member.

Distributions on Funding Preferred Units

Until the eighth anniversary of the Equity Financing Closing Date, each outstanding Funding Preferred Unit will receive distributions at 10.0% per annum either (i) from certain available cash at Calcasieu Funding, net of reserves and cash required for certain permitted tax distributions, or the Calcasieu Funding Available Amount, if so declared by the Managing Member or (ii) in the form of an increase in the Funding Face Value, or an Accrued Distribution, where the “Funding Face Value” is an initial value of $100 for each Funding Preferred Unit, as may be increased by Accrued Distributions as of the last day of each applicable quarter. From and after such eighth anniversary, the Funding Preferred Units will receive distributions, either in cash or in the form of Accrued Distribution, at 10.0% per annum, plus an additional 0.50% for every six month period, but will not exceed 15.0% per annum. After COD of the Calcasieu Project, the Accrued Distribution will be at a rate per annum equal to 1.0% per annum above the applicable distribution rate. The distributions are cumulative and the Accrued Distributions will increase the Funding Face Value of each Funding Preferred Unit. As of September 30, 2024, the outstanding amount of the Funding Preferred Units was approximately $1.5 billion.

Distributions on Funding Common Units

For each full month prior to COD of the Calcasieu Project, distributions on the Funding Common Units must be paid from the net proceeds from the sale of commissioning cargos from the Calcasieu Project, on the monthly distribution date determined by the Managing Member.

Following COD of the Calcasieu Project, but prior to the eighth anniversary of the Equity Financing Closing Date, distributions on Funding Common Units must be paid from the Calcasieu Funding Available Amount on a quarterly basis on each quarterly distribution date determined by the Managing Member, but only for so long as at the time of any such distribution (i) Calcasieu Funding has redeemed for cash any Accrued Distributions that have previously cumulated and accrued and (ii) the requisite amount of distribution in cash on the Funding Preferred Units is made on such quarterly distribution date such that no Accrued Distribution is made or outstanding on such quarterly distribution date.

Following the eighth anniversary of the Equity Financing Closing Date but prior to the date on which all of the outstanding Funding Preferred Units have been redeemed in full, or the Redeemed in Full Date, except for certain permitted tax distributions by Calcasieu Funding, (i) no distributions on Funding Common Units may be declared or paid and (ii) Calcasieu Funding shall use all Calcasieu Funding Available Amount to effect Redemptions (as defined and described below under “—Optional Redemption”) as soon as reasonably practicable and in any event on each quarterly distribution date.

Following the Redeemed in Full Date, distributions on Funding Common Units must be paid from the Calcasieu Funding Available Amount on a quarterly basis.

Optional Redemption

At any time on or after the third anniversary of the Equity Financing Closing Date, Calcasieu Funding has the right to cause (and, to the extent required as described in “—Distributions on Funding Common Units,” Calcasieu Funding shall cause) all or any portion of the outstanding Funding Preferred Units (including Accrued Distributions) to be redeemed (each such redemption, a Redemption) for cash at the agreed redemption price per Funding Preferred Unit set forth below (such amount, the Redemption Price):

Restrictions on Issuances of Additional Equity

Other than Calcasieu Holdings contributing capital in exchange for issuance of common units in Calcasieu Funding, Calcasieu Funding may not issue, offer or sell additional units without a majority approval of holders of outstanding Funding Preferred Units.

Liquidation Preference

In the event of any liquidation, dissolution or winding up of or bankruptcy, insolvency or other similar event in respect of Calcasieu Funding, whether voluntary or involuntary, a holder of Funding Preferred Units will be entitled to be paid in cash, before any amount is paid or distributed to any holders of Funding Common Units, an amount per Funding Preferred Unit equal to the Redemption Price.

Other Financing

VGLNG Senior Secured Notes

On May 26, 2023, VGLNG issued $2.25 billion aggregate principal amount of VGLNG 2028 Notes and $2.25 billion aggregate principal amount of VGLNG 2031 Notes. The VGLNG 2028 Notes bear interest at a rate of 8.125% per annum and mature on June 1, 2028. The VGLNG 2031 Notes bear interest at a rate of 8.375% per annum and mature on June 1, 2031. The interest on each such series of notes is payable semi-annually in arrears on each June 1 and December 1. As of September 30, 2024, $2.25 billion aggregate principal amount of the VGLNG 2028 Notes remained outstanding and $2.25 billion aggregate principal amount of the VGLNG 2031 Notes was outstanding.

On October 24, 2023, VGLNG issued $2.50 billion aggregate principal amount of VGLNG 2029 Notes and $1.50 billion aggregate principal amount of VGLNG 2032 Notes. In addition, on November 8, 2023, VGLNG issued an additional $500 million aggregate principal amount of VGLNG 2029 Notes, and an additional $500 million aggregate principal amount of VGLNG 2032 Notes. The VGLNG 2029 Notes bear interest at a rate of 9.500% per annum and mature on February 1, 2029. The VGLNG 2032 Notes bear interest at 9.875% per annum and mature on February 1, 2032. The interest on each such series of notes is payable semi-annually in arrears on each February 1 and August 1, commencing on August 1, 2024. As of September 30, 2024, $3.0 billion aggregate principal amount of the VGLNG 2029 Notes remained outstanding and $2.0 billion aggregate principal amount of the VGLNG 2032 Notes was outstanding.

On July 24, 2024, VGLNG issued $1.50 billion aggregate principal amount of VGLNG 2030 Notes. The VGLNG 2030 Notes bear interest at a rate of 7.00% per annum and mature on January 15, 2030. The interest on such series of notes is payable semi-annually in arrears on each January 15 and July 15. As of September 30, 2024, $1.50 billion aggregate principal amount of the VGLNG 2030 Notes was outstanding.

The VGLNG 2028 Notes, the VGLNG 2029 Notes, the VGLNG 2030 Notes, the VGLNG 2031 Notes and the VGLNG 2032 Notes, or, collectively, the VGLNG Senior Secured Notes, were sold in a private offering that was exempt from the registration requirements of the Securities Act.

Guarantees and Security

The VGLNG Senior Secured Notes are senior secured obligations of VGLNG and, as of September 30, 2024, are not guaranteed by any other entities. In the future, certain of VGLNG’s subsidiaries that incur or guarantee certain amounts of indebtedness will also be required to guarantee the VGLNG Senior Secured Notes, except during any period, or the Suspension Period, when the VGLNG Senior Secured Notes are rated investment grade by any one of S&P, Moody’s or Fitch.

The VGLNG Senior Secured Notes and the related guarantees are secured by first-priority liens in, subject to permitted liens and certain other exceptions, substantially all of the existing and future assets of VGLNG and the future guarantors, if any, including the direct wholly-owned subsidiaries of VGLNG that directly or indirectly own the Calcasieu Project, the Plaquemines Project, the CP2 Project, the CP3 Project, the Delta Project or any related pipeline. The VGLNG Senior Secured Notes and the related guarantees of future guarantors, if any, will cease to be secured during any Suspension Period.

Optional Redemption

VGLNG may redeem some or all of (i) the VGLNG 2028 Notes at any time on or after June 1, 2025 and (ii) the VGLNG 2031 Notes at any time on or after June 1, 2026, in each case at the redemption prices set forth in the indenture governing such notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Prior to June 1, 2025 and June 1, 2026, respectively, VGLNG may redeem some or all of such notes at 100% of the aggregate principal amount thereof redeemed plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to June 1, 2025 and June 1, 2026, respectively, VGLNG may redeem up to 40% of the then outstanding principal amount of such notes using the proceeds of certain equity offerings.

VGLNG may redeem some or all of (i) the VGLNG 2029 Notes at any time on or after November 1, 2028 and (ii) the VGLNG 2032 Notes at any time on or after February 1, 2027, in each case at the redemption prices set forth in the indenture governing such notes, plus accrued and unpaid interest, if any, to the redemption date. Prior to November 1, 2028 and February 1, 2027, respectively, VGLNG may redeem some or all of the notes at 100% of the aggregate principal amount thereof plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date. In addition, with respect to the VGLNG 2032 Notes, at any time prior to February 1, 2027, VGLNG may redeem up to 40% of the then outstanding principal amount of the notes using the proceeds of certain equity offerings.

VGLNG may redeem some or all of the VGLNG 2030 Notes at any time on or after January 15, 2027 at the redemption prices set forth in the indenture governing such notes, plus accrued and unpaid interest, if any, to the redemption date. Prior to January 15, 2027, VGLNG may redeem some or all of the notes at 100% of the aggregate principal amount thereof plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to January 15, 2027, VGLNG may redeem up to 40% of the then outstanding principal amount of the notes using the proceeds of certain equity offerings.

Put Rights

Upon the occurrence of certain change of control triggering events with respect to the VGLNG Senior Secured Notes, VGLNG will be required to offer to repurchase the VGLNG Senior Secured Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date.

Negative Covenants

Each indenture governing the VGLNG Senior Secured Notes contains covenants that limit the ability of VGLNG and its restricted subsidiaries to, among other things:

The covenants are subject to a number of exceptions and qualifications set forth in the indentures. In addition, certain of these covenants and the guarantee of each guarantor, if any, will be suspended during the Suspension Period.

Events of Default

The indentures governing the VGLNG Senior Secured Notes also contain customary events of default, including (i) failure to pay principal or interest on the VGLNG Senior Secured Notes when due and payable; (ii) failure to comply with certain covenants or agreements in indenture if not cured or waived as provided in the indenture, as applicable and (iii) certain events of bankruptcy, insolvency, or reorganization. In the case of an event of default, the principal amount of the applicable VGLNG Senior Secured Notes plus accrued and unpaid interest would be accelerated.

If (1) a Change of Control (as defined in the indentures governing the VGLNG Senior Secured Notes) occurs and (2) the rating on the VGLNG Senior Secured Notes is lowered in respect of a Change of Control by two of S&P, Moody’s and Fitch, we must offer to repurchase the VGLNG Senior Secured Notes then outstanding at a price equal to 101% of the principal amount thereof plus any accrued and unpaid interest, if any, to, but not including, the repurchase date.

VGLNG Series A Preferred Shares

On September 30, 2024, VGLNG issued three million shares of 9.00% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, with a $1,000 liquidation preference per share, or the VGLNG Series A Preferred Shares, for aggregate gross proceeds of $3.0 billion. The terms of the VGLNG Series A Preferred Shares are set forth in a certificate of designations, or the Certificate of Designations, filed with the Secretary of State of the State of Delaware.

The VGLNG Series A Preferred Shares have no stated maturity and are not subject to any mandatory redemption. The VGLNG Series A Preferred Shares will remain outstanding indefinitely unless VGLNG decides to redeem or otherwise repurchase them pursuant to the terms thereof. The VGLNG Series A Preferred Shares are not convertible into or exchangeable for any other securities or property and are not entitled to any preemptive or similar rights.

VGLNG used the proceeds from the offering of the VGLNG Series A Preferred Shares for general corporate purposes. The VGLNG Series A Preferred Shares were sold in a private offering that was exempt from the registration requirements of the Securities Act of 1933, as amended, or the Securities Act.

The Series A Preferred Shares rank, with respect to semi-annual dividends and distributions upon the liquidation, winding-up and dissolution of VGLNG:

Dividends

Cumulative cash dividends on the VGLNG Series A Preferred Shares are payable semi-annually, in arrears, on each March 30 and September 30, when, as and if declared by the board of directors of VGLNG. Dividends on the VGLNG Series A Preferred Shares accumulate whether or not (i) VGLNG has earnings, (ii) there are funds legally available for the payment of such dividends, (iii) payment of such dividends is then permitted under Delaware or other applicable law, (iv) such dividends are authorized or declared and (v) any agreements to which VGLNG is a party (including any agreements relating to its indebtedness) prohibit the payment of dividends.

The dividend rate for the VGLNG Series A Preferred Shares from and including September 30, 2024, to, but excluding, the First Reset Date, is 9.00% per annum of the $1,000 liquidation preference. On and after the First Reset Date, the dividend rate on the VGLNG Series A Preferred Shares for each subsequent five-year period will be a per annum rate of the $1,000 liquidation preference equal to the applicable five-year U.S. treasury rate, plus a spread of 5.44% per annum;provided that the five-year U.S. treasury rate for each such five-year period will not be lower than 1.00%.

Unless full cumulative dividends have been paid on all outstanding VGLNG Series A Preferred Shares through the most recent dividend payment date on which dividends were to be paid, subject to certain exceptions as set forth in the Certificate of Designations, VGLNG may not (i) declare, pay or set apart any dividend or distribution for payment on any junior securities (other than a dividend or distribution payable solely in junior securities and the liquidation, winding-up and dissolution of the affairs of VGLNG), including its common stock, and (ii) VGLNG may not redeem, purchase or otherwise acquire any parity security or junior security, including its common stock.

Voting rights

Holders of the VGLNG Series A Preferred Shares are entitled to limited voting rights, subject to certain exceptions, with respect to:

Optional redemption

At any time on or after the First Reset Date, VGLNG may, at its option, redeem, in whole or in part, on one or more occasions, the VGLNG Series A Preferred Shares at a redemption price payable in cash of $1,000 (100.00% of the liquidation preference) per VGLNG Series A Preferred Share, plus an amount equal to all accumulated and unpaid dividends thereon to, but excluding, the date of redemption, whether or not declared.

At any time within 120 days after the conclusion of any review or appeal process instituted by VGLNG following the occurrence of certain rating events, VGLNG may, at its option, redeem the VGLNG Series A Preferred Shares in whole, but not in part, at a redemption price payable in cash equal to $1,020 (102.00% of the liquidation preference of $1,000) per VGLNG Series A Preferred Share, plus an amount equal to all accumulated and unpaid dividends thereon to, but excluding, the date fixed for redemption, whether or not declared.

At any time within 120 days after the occurrence of certain change of control trigger events with respect to the VGLNG Series A Preferred Shares, VGLNG may, at its option, redeem, in whole or in part, on one or more occasions, the VGLNG Series A Preferred Shares at a redemption price payable in cash of $1,030 (103.00% of the liquidation preference) per VGLNG Series A Preferred Share for a change of control trigger event that occurs before September 30, 2025, $1,020 (102.00% of the liquidation preference) per VGLNG Series A Preferred Share for a change of control trigger event that occurs on or after September 30, 2025 and before September 30, 2026 or $1,010 (101.00% of the liquidation preference) per VGLNG Series A Preferred Share for a change of control trigger event that occurs on or after September 30, 2026 and before September 30, 2029, plus an amount equal to all accumulated and unpaid dividends thereon to, but excluding, the date of redemption, whether or not declared. If VGLNG does not exercise its option to redeem all VGLNG Series A Preferred Shares within 120 days after the first date on which a change of control trigger event occurs, then the then-applicable dividend rate for the VGLNG Series A Preferred Shares will be increased by 5.00% with effect from, but excluding, such 120 th day after the first day such change of control trigger event occurs.

Liquidation preference

In the event of VGLNG’s voluntary or involuntary liquidation, winding-up or dissolution, the holders of the VGLNG Series A Preferred Shares will be entitled to be paid out of the assets VGLNG has legally available for distribution to its shareholders, subject to the preferential rights of Senior Equity Securities with respect to such distribution, a liquidation preference of $1,000 per share, plus an amount equal to any accumulated and unpaid dividends thereon (whether or not earned or declared) to, but not including, the date of payment, before any distribution of assets upon such liquidation, winding-up or dissolution is made to holders of any junior securities with respect to such distribution.

In the event that, upon any such voluntary or involuntary liquidation, winding- up or dissolution, VGLNG’s available assets are insufficient to pay the amount of the liquidating distributions on all outstanding VGLNG Series A Preferred Shares and the corresponding amounts payable on all parity securities in the distribution of assets, then the holders of VGLNG Series A Preferred Shares and such other parity securities will share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES

FORNON-U.S. HOLDERS OF COMMON STOCK

The following are the material U.S. federal income and estate tax consequences of the ownership and disposition of our common stock acquired in this offering by a“Non-U.S. Holder” that does not own, and has not owned, actually or constructively, more than 5% of our common stock. You are a Non-U.S. Holder for U.S. federal income tax purposes if you are a beneficial owner of our common stock and are:

You are not a Non-U.S. Holder if you are a nonresident alien individual present in the United States for 183 days or more in the taxable year of disposition, or if you are a former citizen or former resident of the United States for U.S. federal income tax purposes. If you are such a person, you should consult your tax advisor regarding the U.S. federal income tax consequences of the ownership and disposition of our common stock.

If you are an entity or arrangement treated as a partnership for U.S. federal income tax purposes, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and your activities. Partners and beneficial owners in partnerships or other pass-through entities that own our common stock should consult their own tax advisors as to the particular U.S. federal income and estate tax consequences applicable to them.

This discussion is based on the Internal Revenue Code of 1986, as amended to the date hereof (the “Code”), administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein, possibly with retroactive effect. This discussion does not describe all of the tax consequences that may be relevant to you in light of your particular circumstances, including alternative minimum tax and Medicare contribution tax consequences and does not address any aspect of state, local ornon-U.S. taxation, or any taxes other than income and estate taxes. In addition, this summary does not describe the U.S. federal income tax consequences applicable to you if you are subject to special treatment under U.S. federal income tax laws, including if you are a U.S. expatriate, a financial institution, an insurance company, atax-exempt organization, a trader, broker or dealer in securities or currencies, a “controlled foreign corporation,” a “passive foreign investment company,” a person who acquired shares of our common stock as compensation or otherwise in connection with the performance of services, or a person who has acquired shares of our common stock as part of a straddle, hedge, conversion transaction or other integrated investment. You should consult your tax advisor with regard to the application of the U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local ornon-U.S. taxing jurisdiction.

We have not sought and do not expect to seek any rulings from the U.S. Internal Revenue Service (the “IRS”) regarding the matters discussed below. There can be no assurance that the IRS will not take positions concerning the tax consequences of the ownership or disposition of shares of our common stock that differ from those discussed below.

Dividends

In the event that we do make distributions of cash or other property, those distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed our current and accumulated earnings and profits, they will constitute a return of capital, which will first reduce your basis in our common stock, but not below zero, and then will be treated as gain from the sale of our common stock, as described below under “—Gain on Disposition of Our Common Stock.”

Dividends paid to you generally will be subject to withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty. In order to obtain a reduced rate of withholding, you will be required to provide a properly executed applicable IRSForm W-8 certifying your entitlement to benefits under a treaty. If you do not timely furnish the required documentation, but you qualify for a lower treaty rate, you may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. You should consult your tax advisor regarding your entitlement to benefits under any applicable income tax treaty.

If dividends paid to you are effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base maintained by you in the United States), you will generally be taxed on the dividends in the same manner as a U.S. person. In this case, you will be exempt from the withholding tax discussed in the preceding paragraph, although you will be required to provide a properly executed IRSForm W-8ECI in order to claim an exemption from withholding. You should consult your tax advisor with respect to other U.S. tax consequences of the ownership and disposition of our common stock, including the possible imposition of a branch profits tax at a rate of 30% (or a lower treaty rate) if you are a corporation.

Gain on Disposition of Our Common Stock

Subject to the discussion below under “—Information Reporting and Backup Withholding” you generally will not be subject to U.S. federal income or withholding tax on gain realized on a sale or other taxable disposition of our common stock unless:

We will be a USRPHC at any time that the fair market value of our “United States real property interests,” as defined in the Code and applicable Treasury Regulations, equals or exceeds 50% of the aggregate fair market value of our worldwide real property interests and our other assets used or held for use in a trade or business. Based on the current composition of our assets, we believe that we are not currently a USRPHC. However, because (i) the determination of whether we are a USRPHC at any time depends on the fair market value of our U.S. real property relative to the fair market value of other business assets at such time, and (ii) we expect a significant portion of our assets to consist of United States real property interests once we begin construction of our projects, there can be no assurance that we will not become a USRPHC at any point in time in the future. If we are or were to become a USRPHC at any point during thefive-year period preceding your sale or other disposition of our common stock (or during your holding period, if shorter) and our common stock is not regularly traded on an established securities market during the calendar year in which your sale or other disposition of our common stock occurs, you would be subject to tax on the net gain from the sale or other disposition of our common stock (including a distribution treated as a sale of our common stock, as discussed above) under the regular graduated U.S. federal income tax rates applicable to U.S. persons and you could be subject to withholding at a 15% rate on the amount realized on such sale or disposition. You should consult your tax advisor regarding the particular U.S. federal income tax consequences of owning and disposing of our common stock.

If you recognize gain on a sale or other disposition of our common stock that is effectively connected with your conduct of a trade or business in the United States (and if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by you in the United States), you will generally be taxed on such gain in the same manner as a U.S. person. You should consult your tax advisor with respect to other U.S. tax consequences of the ownership and disposition of our common stock, including the possible imposition of a branch profits tax at a rate of 30% (or a lower treaty rate) if you are a corporation.

Information Reporting and Backup Withholding

Information returns are required to be filed with the IRS in connection with payments of distributions on our common stock, regardless of whether such distributions constitute dividends or whether any tax was actually withheld. Unless you comply with certification procedures to establish that you are not a U.S. person, information returns may also be filed with the IRS in connection with the proceeds from a sale or other disposition of our common stock. You may be subject to backup withholding on payments on our common stock or on the proceeds from a sale or other disposition of our common stock unless you comply with certification procedures to establish that you are not a U.S. person or otherwise establish an exemption. Your provision of a properly executed applicable IRSForm W-8 certifying yournon-U.S. status will permit you to avoid backup withholding. Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against your U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

FATCA

Provisions of the Code commonly referred to as “FATCA” require withholding of 30% on payments of dividends on our common stock to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain othernon-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied, or an exemption applies. Under proposed regulations promulgated by the Treasury Department on December 13, 2018, which state that taxpayers may rely on the proposed regulation until final regulations are issued, this withholding tax will not apply to the gross proceeds from the sale or other disposition of our common stock. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution generally may obtain a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). You should consult your tax advisor regarding the effects of FATCA on your investment in our common stock.

Federal Estate Tax

Individual Non-U.S. Holders and entities the property of which is potentially includible in such an individual’s gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty exemption, our common stock will be treated as U.S.-situs property subject to U.S. federal estate tax.

THE SUMMARY OF MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS ABOVE IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR TO DETERMINE THE U.S. FEDERAL, STATE AND LOCAL ANDNON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS OF OWNING AND DISPOSING OF OUR COMMON STOCK.