We have made statements under the captions “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “LNG Industry Overview” and in other sections of this prospectus that areforward-looking statements. All statements, other than statements of historical facts, included herein are “forward-looking statements.” In some cases, forward-looking statements can be identified by terminology such as “may,” “might,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology.
These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, expectations regarding the development, construction, commissioning and completion of our projects, estimates of the cost of our projects and schedule to construct and commission our projects, our anticipated growth strategies and anticipated trends impacting our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by theforward-looking statements, including those factors discussed under the caption entitled “Risk Factors.” Those factors include the following:
| • | our potential inability to maintain profitability, maintain positive operating cash flow and ensure adequate liquidity in the future; |
| • | our limited track record and historical financial information, and the lack of assurance that our business will continue to be successful; |
| • | our need for significant additional capital to construct and complete some future projects, and our potential inability to secure such financing on acceptable terms, or at all; |
| • | our potential inability to construct or operate all of our proposed LNG facilities or pipelines or any additional LNG facilities or pipelines beyond those currently planned, which could limit our growth prospects; |
| • | significant operational risks related to our natural gas liquefaction and export projects, including the Calcasieu Project, the Plaquemines Project, the CP2 Project, the CP3 Project, the Delta Project, any future projects we develop, our LNG tankers, and our regasification terminal usage rights; |
| • | our potential inability to accurately estimate costs for our projects, and potential changes to our estimates due to various factors; |
| • | potential delays in the construction of our projects beyond the estimated development periods; |
| • | our potential inability to enter into the necessary contracts to construct the CP2 Project, the CP3 Project or the Delta Project on a timely basis or on terms that are acceptable to us; |
| • | the potential that counterparties in certain of our contractual arrangements relating to the development and construction of our projects may exercise their existing termination rights; |
| • | the potential inability of our contractors to perform their obligations under our multiple procurement and construction contracts; |
| • | our potential inability to enter into post-COD SPAs with customers for, or to otherwise sell, an adequate portion of the total expected nameplate capacity at the CP2 Project, the CP3 Project, the Delta Project or any future projects we develop; |
| • | our dependence on our EPC and other contractors for the successful completion of our projects and delivery of our LNG tankers; |
| • | our dependence on third party vendors and service providers for the provision of certain services and equipment to our projects and their potential inability to perform according to the terms of the applicable agreements; |
| • | various economic and political factors, including opposition by environmental or other public interest groups, which could negatively affect the timing or overall development, construction and operation of our projects; |
| • | the effects of FERC regulation on our interstate natural gas pipelines and their FERC gas tariffs; |
| • | our potential inability to secure the right or the potential risk of losing the right to situate the pipelines required for any of our projects on property owned by third parties, or our potential inability to timely complete the construction of those pipelines; |
| • | the potential lack of local government and community support required for the construction of our projects; |
| • | the potential that our real property rights in the sites for our projects or any other natural gas liquefaction and export facilities that we may decide to develop in the future may be adversely affected by the rights of others that are superior to those of the grantors of our real property rights; |
| • | the risk that the natural gas liquefaction system and mid-scale design we utilize at our projects will not achieve the level of performance or other benefits that we anticipate; |
| • | potential additional risks arising from the duration of and the phased commissioning start-up of our projects; |
| • | our potential inability to retain and attract executive officers and other skilled professional and technical employees; |
| • | our dependence on the strategic direction of our founders; |
| • | risks that we or our contractors, including our EPC contractors, may experience increased labor costs, and the unavailability of skilled workers or our potential failure to attract and retain qualified personnel; |
| • | the potential risk that our customers or we may terminate our SPAs if certain conditions are not met or for other reasons; |
| • | our potential inability to generate cash under our post-COD SPAs due to our dependence upon the performance by a limited number of our customers; |
| • | the significant uncertainty in our ability to generate proceeds and the amount of proceeds that will regularly be received from sales of commissioning cargos and excess cargos due to volatility and variability in the LNG markets; |
| • | potential decreases in the price of natural gas and its related impact on our ability to pay the cost of gas transportation, the payment of a premium by us for feed gas relative to the contractual price we charge our customers, or other impacts to the price of natural gas resulting from inflationary pressures; |
| • | our potential inability to sell uncontracted or excess liquefaction capacity or produce LNG in excess of the nameplate capacity of our facilities; |
| • | our reliance on third-party engineers to estimate the future capacity ratings and performance capabilities of our projects, which may prove to be inaccurate; |
| • | our potential inability to purchase or receive physical delivery of sufficient natural gas to satisfy our delivery obligations under our SPAs; |
| • | the potential negative impacts of seasonal fluctuations on our business; |
| • | our limited diversification; |
| • | our potential inability to obtain, maintain or comply with necessary permits or approvals from governmental and regulatory agencies on which the construction of our projects depends, including as a result of opposition by environmental and other public interest groups; |
| • | the risk that the construction and operations of natural gas pipelines and pipeline connections for our projects suffer cost overruns and delays related to obtaining regulatory approvals, development risks, operational hazards and other risks; |
| • | the risk of a reduction of volumes of natural gas transported to our facilities due to any third-party pipelines and other facilities interconnected to our pipelines and facilities becoming unavailable to transport natural gas or suffering any reductions in the capacity of, or the allocations to, interconnecting third-party pipelines; |
| • | the potential of increased costs and liabilities due to pipeline safety integrity programs and repairs; |
| • | our current and potential involvement in disputes and legal proceedings, including the arbitrations and other proceedings currently pending against us and the possibility of a negative outcome in any such dispute or proceeding and the potential impact thereof on our results of operations, liquidity and our existing contracts; |
| • | the risks related to the development and/or contracting for additional gas transportation capacity to support the operation and expansion capacity of our LNG projects; |
| • | the risks related to the chartering, acquisition and/or building of LNG tankers, including the risk of delays in delivery, increases in charter, price or building costs, and ability to raise any capital necessary to finance the chartering, acquisition and/or building of any LNG tankers; |
| • | the risks related to the management and operation of our LNG tanker fleet and our future regasification terminal usage rights; |
| • | the potential that various tax incentive programs the State of Louisiana offers that we plan to utilize may not be available or be available in diminished form; |
| • | the uncertainty regarding the future of international trade agreements and the United States’ position on international trade; |
| • | severe weather events, hurricanes or other disasters which could potentially cause interruptions of our operations, a delay in the completion of our projects, higher construction costs and the deferral of the dates on which we would become entitled to receive payments under any SPAs; |
| • | our potential inability to insure against all potential risks and the risk that we may become subject to higher than expected insurance premiums, as well as risks associated with our captive insurance company; |
| • | the possibility of hostile cyber intrusions; |
| • | our ability to construct LNG facilities that produce LNG at volumes in excess of their nameplate capacity, and our ability to market and sell any such volumes produced by our LNG facilities in excess of their nameplate capacity; |
| • | competition in the LNG industry and the potential that many of our competitors may have greater financial, engineering, marketing and other resources than we have; |
| • | competition based upon the international market price for LNG; |
| • | the potential that LNG exported from the United States fails to remain a competitive source of energy for international markets; |
| • | the potential risk of developments related to the ongoing war between Russia and Ukraine and the ongoing conflicts in the Middle East; |
| • | cyclical or other changes in the demand for and price of LNG and natural gas; |
| • | potential shortages of LNG tankers worldwide; |
| • | the potential that technological innovation may render our anticipated competitive advantage or our processes obsolete; |
| • | the potential effects of existing and future environmental and similar laws and governmental regulations on compliance costs, operating and/or construction costs and restrictions; |
| • | the potential lack of an active, liquid trading market for our Class A common stock, and the possibility of significant fluctuations in the price of our Class A common stock; |
| • | our indebtedness levels, and the fact that we may be able to incur substantially more indebtedness, which may increase the risks created by our substantial indebtedness; |
| • | risks of downgrade, suspension or withdrawal of the rating assigned by a rating agency to us could impact our cost of capital; |
| • | concentration of control over our management, affairs and over matters requiring stockholder approval with VG Partners as a result of the dual class structure of our common stock and VG Partners’ ownership of our Class B common stock; |
| • | potential conflicts of interest with VG Partners or any of its officers, directors, agents, shareholders, members, partners, affiliates or subsidiaries (other than us); and |
| • | risks related to other factors discussed under “Risk Factors” of this prospectus. |
You should specifically consider the numerous risks outlined under “Risk Factors.” Moreover, new risks emerge from time to time as we operate in a very competitive and rapidly changing business environment. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in anyforward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
All such factors are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond our control. New factors emerge from time to time, and it is not possible for management to predict all such factors or to assess the impact of each such factor on us.
Any forward-looking statement speaks only as of the date on which such statement is made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made except as required by the federal securities laws. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this prospectus that could cause actual results to differ before making an investment decision to purchase our Class A common stock. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.
