v3.25.3
Debt
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
Debt Debt
The following table summarizes outstanding debt:
MaturityInterest rateSeptember 30,
2025		December 31,
2024
Fixed rate:
VGLNG Senior Secured Notes
VGLNG 2028 NotesJune 1, 20288.125%$2,250 $2,250 
VGLNG 2029 Notes(a)
February 1, 20299.500%3,000 3,000 
VGLNG 2030 NotesJanuary 15, 20307.000%1,500 1,500 
VGLNG 2031 NotesJune 1, 20318.375%2,250 2,250 
VGLNG 2032 Notes(b)
February 1, 20329.875%2,000 2,000 
VGCP Senior Secured Notes
VGCP 2029 NotesAugust 15, 20293.875%1,250 1,250 
VGCP 2030 NotesJanuary 15, 20306.250%1,000 1,000 
VGCP 2031 NotesAugust 15, 20314.125%1,250 1,250 
VGCP 2033 NotesNovember 1, 20333.875%1,250 1,250 
VGPL Senior Secured Notes
VGPL 2033 NotesMay 1, 20337.500%1,250 — 
VGPL 2034 NotesJanuary 15, 20346.500%2,000 — 
VGPL 2035 NotesMay 1, 20357.750%1,250 — 
VGPL 2036 NotesJanuary 15, 20366.750%2,000 — 
Other fixed rate debt(c)
September 5, 20297.600%84 84 
Variable rate:
Calcasieu Pass Construction Term Loan855 997 
Plaquemines Construction Term Loan5,701 12,635 
Plaquemines Working Capital Facility154 85 
CP2 Construction Term Loan100 — 
CP2 Holdings EBL Facilities3,000 — 
Blackfin TLA Facility54 — 
Blackfin TLB Facility(d)
1,050 — 
Total outstanding debt33,248 29,551 
Less: Unamortized debt discount, premium
     and issuance costs		(649)(275)
Total outstanding debt, net32,599 29,276 
Less: Current portion of long-term debt, net(856)(190)
Total long-term debt, net$31,743 $29,086 
____________
(a)Issued at 100.167% of par.
(b)Issued at 99.661% of par.
(c)Secured by a first priority interest in corporate property.
(d)Issued at 99.500% of par.

Fixed rate debt

VGLNG Senior Secured Notes

The VGLNG Senior Secured Notes are secured on a pari passu basis by a first-priority security interest in substantially all of the existing and future assets of VGLNG and the future guarantors, if any. In addition, VGLNG has pledged its membership interests in certain material direct subsidiaries as collateral to secure its obligations under the VGLNG Senior Secured Notes. VGLNG may redeem all or part of the VGLNG Senior Secured Notes at specified prices set forth in the respective governing indenture, plus accrued interest, if any, as of the date of the redemption.
VGCP Senior Secured Notes

The obligations of VGCP under the VGCP Senior Secured Notes are guaranteed by TCP and secured on a pari passu basis by a first-priority security interest in the assets that secure the Calcasieu Pass Credit Facilities. VGCP may redeem all or part of the VGCP Senior Secured Notes at specified prices set forth in the respective governing indenture, plus accrued interest, if any, as of the date of the redemption.

VGPL Senior Secured Notes

In April 2025, VGPL issued $2.5 billion aggregate principal amount of senior secured notes, which were issued in two series: (i) a series of 7.500% senior secured notes due 2033 in an aggregate principal amount of $1.25 billion (the "VGPL 2033 Notes") and (ii) a series of 7.750% senior secured notes due 2035 in an aggregate amount of $1.25 billion ("the VGPL 2035 Notes"). In July 2025, VGPL issued $4.0 billion aggregate principal amount of senior secured notes, which were issued in two series: (i) a series of 6.500% senior secured notes due 2034 in an aggregate principal amount of $2.0 billion (the “VGPL 2034 Notes”) and (ii) a series of 6.750% senior secured notes due 2036 in an aggregate principal amount of $2.0 billion (the “VGPL 2036 Notes”). In connection with the issuance of the VGPL Senior Secured Notes, Plaquemines incurred debt issuance costs of $134 million primarily related to lender fees which will be amortized over the term of the notes.

In connection with the issuances, VGPL settled a pro rata portion of its interest rate swaps that hedged the variable interest on the Plaquemines Credit Facilities for cash proceeds of $869 million. See Note 11 – Derivatives for further discussion. The net proceeds from the issuances and swap breakage proceeds were used to prepay $7.2 billion outstanding under the Plaquemines Construction Term Loan and to pay costs incurred in connection with the offerings. The prepayments were accounted for as partial extinguishments resulting in a $163 million loss on financing transactions during the nine months ended September 30, 2025.

The obligations of VGPL under the VGPL Senior Secured Notes are guaranteed by Gator Express and secured on a pari passu basis by a first-priority security interest in the assets that secure the Plaquemines Credit Facilities. VGPL may redeem all or part of the VGPL Senior Secured Notes at specified prices set forth in the respective governing indenture, plus accrued interest, if any, as of the date of the redemption.
Variable rate debt — LNG projects

Below is a summary of committed credit facilities outstanding for our LNG projects as of September 30, 2025:

Calcasieu Pass
Credit Facilities(a)
Plaquemines
Credit Facilities(b)
CP2 Credit Facilities(c)
Calcasieu Pass Construction Term LoanCalcasieu Pass Working Capital FacilityPlaquemines Construction Term LoanPlaquemines Working Capital FacilityCP2 Construction Term LoanCP2
Working Capital Facility
CP2 Holdings EBL Facilities(d)
Original facility size$5,477 $300 $8,459 $1,100 $11,250 $850 $3,000 
Incremental commitments— 255 4,489 1,000 — — — 
Less:
Outstanding balances855 — 5,701 154 100 — 3,000 
Commitments prepaid
   or terminated		4,622 — 7,247 — — — — 
Letters of credit issued— 299 — 1,337 — 110 — 
Available commitments$— $256 $— $609 $11,150 $740 $— 
Priority rankingSenior
secured		Senior
secured		Senior
secured		Senior
secured		Senior
secured		Senior
secured		Senior
secured
Interest rate on outstanding balances
      SOFR +
      SOFR +
      SOFR +
      SOFR +
      SOFR +
      SOFR +
      SOFR +
2.375%
 to
2.875%
2.375%
to
2.875%
1.975%
to
2.625%
1.975%
to
2.625%
2.250%
to
2.750%
2.250%
to
2.750%
3.500%
 or  or  or  or ororor
base rate +
base rate +
base rate +
base rate +
base rate +
base rate +
base rate +
1.375%
to
1.875%
1.375%
to
1.875%
0.875%
to
1.375%
0.875%
to
1.375%
1.250%
to
1.750%
1.250%
to
1.750%
2.500%
Commitment fees on undrawn balance0.831%1.006%0.656%0.656%
0.788%
to
0.963%
0.788%
to
0.963%
N/A
Maturity dateAugust 19, 2026August 19, 2026May 25, 2029May 25, 2029July 28, 2032July 28, 2032July 28, 2028
____________
(a)The obligations of VGCP as the borrower are guaranteed by TCP and secured by a first-priority lien on substantially all of the assets of VGCP and TCP, as well as all of the membership interests in those companies.
(b)The obligations of VGPL as the borrower are guaranteed by Gator Express and secured by a first-priority lien on substantially all of the assets of VGPL and Gator Express, as well as all of the membership interests in those companies.
(c)The obligations of CP2 as the borrower are guaranteed by CP2 Procurement and CP Express and secured by a first-priority lien on substantially all of the assets of CP2, CP2 Procurement and CP Express, as well as all of the membership interests in those companies.
(d)CP2 Holdings as the borrower has pledged all its assets as collateral to secure its obligations under the CP2 Holdings EBL Facilities.

CP2 Bridge Facilities

In May 2025, CP2 as borrower, and CP2 Procurement and CP Express as guarantors, entered into the $3.0 billion CP2 Bridge Facilities, consisting of a $2.8 billion delayed draw bridge loan facility (the "CP2 Bridge Loan Facility") and a $175 million interest reserve facility (the "CP2 Interest Reserve Facility"). Borrowings under the CP2 Bridge Facilities bear interest at a set margin rate over the debt term, plus, at the Company's election, either a SOFR or base rate. The set margin rate for SOFR-based loans is 3.500% and the set margin rate for base rate loans is 2.500%. The Company also incurred commitment fees of 35% of the set margin rate on the undrawn available commitments of the CP2 Bridge Facilities. In connection with the issuance of the CP2 Bridge Facilities, CP2 incurred debt issuance costs of $95 million primarily related to lender fees which will be amortized over the term of the credit facility.

In July 2025, the Company prepaid in full the $1.1 billion outstanding balance under the CP2 Bridge Facilities using proceeds from the CP2 Holdings EBL Facilities entered into in connection with FID for the first phase of the CP2
Project, discussed below. Of the total prepayment, $308 million was accounted for as a debt extinguishment and $777 million was accounted for as a debt modification. This resulted in the write-off of $25 million of previously capitalized deferred issuance costs and $16 million in fees paid to the extinguished lenders recognized as loss on financing transactions in the condensed consolidated statements of operations during the nine months ended September 30, 2025.

FID for the first phase of the CP2 Project

In July 2025, the first phase of the CP2 Project achieved FID and the Company obtained $15.1 billion in project financing. The Company, through its subsidiary CP2 Holdings, entered into the $3.0 billion CP2 Holdings EBL Facilities. Furthermore, CP2, as borrower, and CP2 Procurement and CP Express, as guarantors, entered into the $12.1 billion aggregate senior secured CP2 Credit Facilities. Additional details regarding these transactions follows.

CP2 Holdings EBL Facilities

In July 2025, CP2 Holdings, as borrower, entered into $3.0 billion aggregate secured credit facilities, consisting of a $2.8 billion secured equity bridge credit facility (the “CP2 Equity Bridge Facility”) and a $191 million three-year secured interest reserve credit facility (the “CP2 Interest Reserve Facility”, and together with the CP2 Equity Bridge Facility, the "CP2 Holdings EBL Facilities"). In connection with the issuance of the CP2 Holdings EBL Facilities, CP2 Holdings incurred debt issuance costs of $95 million primarily related to new and modified lender fees which are amortized over the term of the credit facility. A portion of the proceeds from the project financing was used to prepay the outstanding CP2 Bridge Facilities in full and pay costs incurred in connection with the project financing. The remaining proceeds from the project financing will be used to fund the costs of financing, developing, constructing, and placing in service the first phase of the CP2 Project.

The CP2 Holdings EBL Facilities are subject to mandatory prepayment provisions, including provisions which would require prepayment with the proceeds of additional indebtedness or prepayment upon receipt of certain net proceeds from the sale of commissioning cargos generated by the Plaquemines Project. The CP2 Holdings EBL Facilities can be voluntarily prepaid at any time without premium or penalty.

CP2 Credit Facilities

In July 2025, CP2, as borrower, and CP2 Procurement and CP Express, as guarantors, entered into $12.1 billion aggregate senior secured credit facilities, consisting of the $11.3 billion CP2 Construction Term Loan and the $850 million CP2 Working Capital Facility. In connection with the issuance of the CP2 Credit Facilities, CP2 incurred debt issuance costs of $460 million primarily related to lender fees which are amortized over the term of the credit facility. Proceeds from the CP2 Credit Facilities will be used to fund the costs of financing, developing, constructing, and placing in service the first phase of the CP2 Project.

The CP2 Credit Facilities can be voluntarily prepaid at any time without premium or penalty.
Variable rate debt — pipeline infrastructure projects

Below is a summary of committed credit facilities outstanding for the Company's pipeline infrastructure projects as of September 30, 2025:

Blackfin Credit Facilities(a)
Blackfin TLA FacilityBlackfin TLB FacilityBlackfin Working Capital Facility
Original facility size$425 $1,050 $75 
Less:
Outstanding balances54 1,050 — 
Available commitments$371 $— $75 
Priority rankingSenior securedSenior securedSenior secured
Interest rate on outstanding balances
SOFR + 2.250%
SOFR + 3.000%
SOFR + 2.250%
or
or
or
base rate + 1.250%
base rate + 2.000%
base rate + 1.250%
Commitment fees on undrawn balance
0.438% to 0.875%
N/A
0.438% to 0.875%
Maturity dateSeptember 29, 2030September 29, 2032 September 29, 2030
____________
(a)Blackfin, as borrower, has pledged all its assets as collateral to secure its obligations under the Blackfin Credit Facilities.

Blackfin Credit Facilities

In September 2025, Blackfin, as borrower, entered into $1.6 billion aggregate senior secured facilities, consisting of a $1.1 billion secured term loan facility (the "Blackfin TLB Facility") and a $425 million secured construction term loan facility (the "Blackfin TLA Facility") and a $75 million secured revolving loan and letter of credit facility (the "Blackfin Working Capital Facility", and together with the Blackfin TLA Facility and the Blackfin TLB Facility, the "Blackfin Credit Facilities"). In connection with the issuance of the Blackfin Credit Facilities, Blackfin incurred debt issuance costs of $41 million primarily related to lender fees which will be amortized over the term of the credit facility. Proceeds from the Blackfin Credit Facilities were used to reimburse $859 million to VGLNG for prior expenditures related to the development and construction of the Blackfin pipeline, and pay certain costs incurred in connection with the project financing. The remaining proceeds will be used to fund a portion of the costs to develop, construct and manage the Blackfin pipeline.

The Blackfin Credit Facilities can be voluntarily prepaid at any time without penalty.

Interest expense on debt

The following table presents the total interest expense incurred on debt and other instruments:

Three months ended
September 30,		Nine months ended
September 30,
2025202420252024
Stated interest$582 $503 $1,650 $1,375 
Amortization of debt discounts, premiums and issuance costs48 34 118 106 
Other interest and fees32 15 61 55 
Total interest cost662 552 1,829 1,536 
Capitalized interest(241)(424)(822)(1,069)
Total interest expense, net$421 $128 $1,007 $467