Venture Global, Inc.
For the period ended Jun 30, 2025. Filed Aug 12, 2025.
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Jun 30, 2025 · Filed Aug 12, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Glossary of Key Terms
Unless otherwise indicated or the context otherwise requires, as used in this Form 10-Q:
Calcasieu Funding means Calcasieu Pass Funding, LLC;
Calcasieu Holdings means Calcasieu Pass Holdings, LLC;
Calcasieu Pass Credit Facilities means project financing obtained by VGCP consisting of a construction term loan, or the Calcasieu Pass Construction Term Loan, and a working capital facility, or the Calcasieu Pass Working Capital Facility;
Class A common stock means our Class A common stock, par value $0.01 per share, entitled to one vote per share;
Class B common stock means our Class B common stock, par value $0.01 per share, entitled to ten votes per share;
COD means the commercial operations date, which is the first day of commercial operations at a project or a phase of a project, as applicable, as specifically defined in the relevant post-COD SPAs, and which does not occur unless and until: (i) all of the facilities comprising the relevant project, or phase thereof, have been completed and commissioned, including any ramp up period, (ii) the project or phase thereof is capable of delivering LNG in sufficient quantities and necessary quality to perform all of its obligations under such post-COD SPAs, and (iii) the applicable project company has notified the customer under the post-COD SPAs;
CODM means our chief operating decision maker, who is our Chief Executive Officer;
commercial operations means the production period commencing after the occurrence of COD at a project or a phase of a project, as applicable;
commissioning orcommissioning phase means, with respect to our LNG projects, the phase of development where our facilities undergo certain required performance and reliability testing, which includes (i) the sequential start-up and testing of certain key equipment (e.g., liquefaction trains) as it is installed during construction and (ii) the testing and tuning of the full integrated LNG project after all key equipment and modules have passed their individual performance tests;
commissioning cargos means the LNG cargos produced by us during the commissioning phase of an LNG project, which commences once a project produces its first quantities of LNG and ends once a project, or phase thereof, achieves COD. Proceeds from the sale of commissioning cargos are recognized in our financial statements as a reduction to the cost basis of construction in progress until assets are placed in service from an accounting perspective, the timing of which may differ from COD. After assets are placed in service from an accounting perspective, the proceeds are recognized through revenue;
Company, we, our, us or similar terms mean Venture Global, Inc. and its subsidiaries, collectively;
Commodity fees means the volume weighted average portion of the fees associated with LNG sold during a relevant period indexed to Henry Hub;
CP Funding Redeemable Preferred Units means the nine million redeemable preferred units issued by Calcasieu Funding;
CP Holdings Convertible Preferred Units means the four million convertible preferred units issued by Calcasieu Holdings;
CP2 means Venture Global CP2 LNG, LLC;
CP2 Bridge Facilities means the secured bridge credit facilities, consisting of a $2.8 billion bridge loan facility and a $175 million three-year interest reserve facility, entered into by CP2 to fund a portion of project costs for the CP2 Project;
CP2 EBL Facilities means the secured equity bridge credit facilities, consisting of a $2.8 billion secured equity bridge credit facility, and a $191 million three-year secured interest reserve credit facility;
CP2 Holdings means CP2 LNG Holdings, LLC;
CP2 Procurement means CP2 Procurement, LLC;
CP2 Project Facilities means the secured CP2 Project credit facilities, consisting of an $11.25 billion senior secured construction term loan facility and an $850 million senior secured working capital facility;
CP3 means Venture Global CP3 LNG, LLC;
CP Express means Venture Global CP Express, LLC;
Delta means Venture Global Delta LNG, LLC;
DOE means the United States Department of Energy;
DS&S means our direct sales and shipping business through VG Commodities;
FERC means the Federal Energy Regulatory Commission;
FID means the final investment decision with respect to the development of a project or a phase thereof, which, with respect to an LNG project, requires that the project has secured (i) all of the debt and equity financing arrangements necessary to fully construct, commission, and operate such project or phase thereof and (ii) all of the necessary permits to construct, operate, and export LNG;
Fixed liquefaction feemeans the volume weighted average of the fixed liquefaction fees associated with LNG sold during a relevant period, excluding variable commodity fees;
FOBmeans free on board which, with respect to LNG SPAs, requires the seller to deliver and load LNG onto the buyer's LNG tankers at the seller's export terminal;
FTA means a free trade agreement;
GAAP means generally accepted accounting principles in the United States of America;
Gator Express means Venture Global Gator Express, LLC;
Henry Hub means the final settlement price (in $ per MMBtu) for the New York Mercantile Exchange’s Henry Hub natural gas futures contract for the month in which a relevant cargo’s delivery window is scheduled to begin;
IPOmeans our initial public offering of Class A common stock, par value $0.01 per share, that we completed on January 27, 2025;
IPO Grants means the Company's grant of stock options in January 2025 to purchase Class A common stock to certain of its employees in connection with the IPO;
Kagami 1 means Project Kagami 1 Limited;
Kagami 2 means Project Kagami 2 Limited;
Kagami Companies means Kagami 1 and Kagami 2, jointly;
liquefaction train ortrain means a liquefaction production unit that cools natural gas to a liquid state;
LNG means liquefied natural gas, or methane, supercooled to -260°F and converted into a liquid state, which reduces it to 1/600 th of its original volume, enabling large quantities of natural gas to be loaded and shipped by LNG tankers;
LNG Commissioning Sales Agreements means short-term sales agreements under which commissioning cargos are sold at prevailing market prices when executed;
LNG volumes exported means LNG volumes that departed our LNG facilities;
LNG volumes sold means LNG delivered to customers and recognized in results of operations;
MMBtu means million British thermal units;
nameplate capacity means, unless the context otherwise requires, the conservative measure of LNG production capability, based on vendor guaranteed LNG output of each of our facilities;
natural gas means any hydrocarbons that are gaseous at standard temperature and pressure;
natural gas supply contracts means natural gas forward purchase contracts for the supply of feed gas to the Calcasieu Project and the Plaquemines Project;
NPNS means normal purchase and normal sale;
Omnibus Incentive Plan means the Venture Global, Inc. 2025 Omnibus Incentive plan;
Plaquemines Credit Facilities means project financing obtained by VGPL consisting of a term loan facility, or the Plaquemines Construction Term Loan, and a working capital revolving facility, or the Plaquemines Working Capital Facility;
post-COD SPA means an SPA for the sale and purchase of LNG after COD has occurred for a particular project or phase thereof;
regasification means the process of heating LNG to convert it from a liquid to gaseous state after the LNG is offloaded from an LNG carrier;
SECmeans the Securities and Exchange Commission;
SOFR means the U.S. Secured Overnight Financing Rate;
SPAmeans LNG sales and purchase agreement;
Stock Split means the approximately 4,520.3317-for-one forward stock split of our Class A common stock, which we effected in connection with our IPO;
TBtu means trillion British thermal units;
TCP means TransCameron Pipeline, LLC;
Test LNG sales means proceeds from the sale of test LNG generated during the early commissioning of an LNG project;
Total Project Costs means the costs to complete a project, including EPC contractor profit and contingency, owners’ costs and financing costs, excluding costs for operations, maintenance, and extended commissioning and start up activities;
Venture Global means Venture Global, Inc., but not its subsidiaries;
VG Commodities means Venture Global Commodities, LLC;
VG Partners means Venture Global Partners II, LLC, our controlling shareholder;
VGCP means Venture Global Calcasieu Pass, LLC;
VGCP Senior Secured Notes means the VGCP 2029 Notes, VGCP 2030 Notes, VGCP 2031 Notes and VGCP 2033 Notes;
VGLNG or Venture Global LNG means Venture Global LNG, Inc.;
VGLNG Senior Secured Notes means the VGLNG 2028 Notes, VGLNG 2029 Notes, VGLNG 2030 Notes, VGLNG 2031 Notes and VGLNG 2032 Notes;
VGLNG Series A Preferred Shares means the three million shares of Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock issued by VGLNG;
VGPL means Venture Global Plaquemines LNG, LLC;
VGPL Senior Secured Notes means the VGPL 2033 Notes, VGPL 2034 Notes, VGPL 2035 Notes and VGPL 2036 Notes;
VIE means variable interest entity; and
Weighted average price of LNG volumes sold means contracted spot and/or forward prices, generally consisting of a liquefaction fee and a commodity fee.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.