Current report filing

Debt (Tables)

v3.8.0.1
Debt (Tables)
12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
Schedule of Debt Instruments
As of December 31, 2017 and 2016, our debt consisted of the following (in millions): 
 
 
December 31,
 
 
2017
 
2016
Long-term debt:
 
 
 
 
SPL
 
 
 


5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”), net of unamortized premium of $6 and $7
 
$
2,006

 
$
2,007

6.25% Senior Secured Notes due 2022 (“2022 SPL Senior Notes”)
 
1,000

 
1,000

5.625% Senior Secured Notes due 2023 (“2023 SPL Senior Notes”), net of unamortized premium of $5 and $6
 
1,505

 
1,506

5.75% Senior Secured Notes due 2024 (“2024 SPL Senior Notes”)
 
2,000

 
2,000

5.625% Senior Secured Notes due 2025 (“2025 SPL Senior Notes”)
 
2,000

 
2,000

5.875% Senior Secured Notes due 2026 (“2026 SPL Senior Notes”)
 
1,500

 
1,500

5.00% Senior Secured Notes due 2027 (“2027 SPL Senior Notes”)
 
1,500

 
1,500

4.200% Senior Secured Notes due 2028 (“2028 SPL Senior Notes”), net of unamortized discount of $1 and zero
 
1,349

 

5.00% Senior Secured Notes due 2037 (“2037 SPL Senior Notes”)
 
800

 

2015 SPL Credit Facilities
 

 
314

Cheniere Partners
 
 
 
 
5.250% Senior Notes due 2025 (“2025 CQP Senior Notes”)
 
1,500

 

2016 CQP Credit Facilities
 
1,090

 
2,560

CCH
 
 
 
 
7.000% Senior Secured Notes due 2024 (“2024 CCH Senior Notes”)
 
1,250

 
1,250

5.875% Senior Secured Notes due 2025 (“2025 CCH Senior Notes”)
 
1,500

 
1,500

5.125% Senior Secured Notes due 2027 (“2027 CCH Senior Notes”)
 
1,500

 

2015 CCH Credit Facility
 
2,485

 
2,381

CCH HoldCo II
 
 
 
 
11.0% Convertible Senior Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”)
 
1,305

 
1,171

Cheniere
 
 
 
 
4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”), net of unamortized discount of $121 and $146
 
1,040

 
960

4.25% Convertible Senior Notes due 2045 (“2045 Cheniere Convertible Senior Notes”), net of unamortized discount of $314 and $317
 
311

 
308

$750 million Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”)
 

 

Unamortized debt issuance costs
 
(305
)
 
(269
)
Total long-term debt, net
 
25,336

 
21,688

 
 
 
 
 
Current debt:
 
 
 
 
$1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”)
 

 
224

$350 million CCH Working Capital Facility (“CCH Working Capital Facility”)
 

 

Cheniere Marketing trade finance facilities
 

 
23

Total current debt
 

 
247

 
 
 
 
 
Total debt, net
 
$
25,336

 
$
21,935



Schedule of Maturities of Long-term Debt
Below is a schedule of future principal payments that we are obligated to make, based on current construction schedules, on our outstanding debt at December 31, 2017 (in millions): 
Years Ending December 31,
 
Principal Payments
2018
 
$

2019
 
55

2020
 
1,035

2021
 
3,161

2022
 
3,485

Thereafter
 
18,330

Total
 
$
26,066

Below is a schedule of future principal payments that we are obligated to make, based on current construction schedules, on our outstanding debt at December 31, 2017 (in millions): 
Years Ending December 31,
 
Principal Payments
2018
 
$

2019
 
55

2020
 
1,035

2021
 
3,161

2022
 
3,485

Thereafter
 
18,330

Total
 
$
26,066

Schedule of Line of Credit Facilities
Below is a summary of our credit facilities outstanding as of December 31, 2017 (in millions):
 
 
SPL Working Capital Facility
 
2016 CQP Credit Facilities
 
2015 CCH Credit Facility
 
CCH Working Capital Facility
 
Cheniere Revolving Credit Facility
Original facility size
 
$
1,200

 
$
2,800

 
$
8,404

 
$
350

 
$
750

Less:
 
 
 
 
 
 
 
 
 
 
Outstanding balance
 

 
1,090

 
2,485

 

 

Commitments prepaid or terminated
 

 
1,470

 
3,832

 

 

Letters of credit issued
 
730

 
20

 

 
164

 

Available commitment

$
470


$
220


$
2,087


$
186


$
750

 
 
 
 
 
 
 
 
 
 
 
Interest rate
 
LIBOR plus 1.75% or base rate plus 0.75%
 
LIBOR plus 2.25% or base rate plus 1.25% (1)
 
LIBOR plus 2.25% or base rate plus 1.25% (2)
 
LIBOR plus 1.50% - 2.00% or base rate plus 0.50% - 1.00%
 
LIBOR plus 3.25% or base rate plus 2.25%
Maturity date
 
December 31, 2020, with various terms for underlying loans
 
February 25, 2020, with principal payments due quarterly commencing on March 31, 2019
 
Earlier of May 13, 2022 or second anniversary of CCL Trains 1 and 2 completion date
 
December 14, 2021, with various terms for underlying loans
 
March 2, 2021
 
(1)
There is a 0.50% step-up for both LIBOR and base rate loans beginning on February 25, 2019.
(2)
There is a 0.25% step-up for both LIBOR and base rate loans following the completion of Trains 1 and 2 of the CCL Project as defined in the common terms agreement.
Schedule of Convertible Debt
Below is a summary of our convertible notes outstanding as of December 31, 2017 (in millions):
 
 
2021 Cheniere Convertible Unsecured Notes
 
2025 CCH HoldCo II Convertible Senior Notes
 
2045 Cheniere Convertible Senior Notes
Aggregate original principal
 
$
1,000

 
$
1,000

 
$
625

Debt component, net of discount
 
$
1,040

 
$
1,305

 
$
311

Equity component
 
$
206

 
$

 
$
194

Maturity date
 
May 28, 2021

 
March 1, 2025

 
March 15, 2045

Contractual interest rate
 
4.875
%
 
11.0
%
 
4.25
%
Effective interest rate (1)
 
8.3
%
 
11.9
%
 
9.4
%
Remaining debt discount and debt issuance costs amortization period (2)
 
3.4 years

 
2.8 years

 
27.2 years


(1)
Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period.
(2)
We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity except for the 2025 CCH HoldCo II Convertible Senior Notes, which are amortized through the date they are first convertible by holders into our common stock.
Schedule of Interest Expense
Total interest expense, including interest expense related to our convertible notes, consisted of the following (in millions):
 
 
Year Ended December 31,
 
 
2017
 
2016
 
2015
Interest cost on convertible notes:
 
 
 
 
 
 
Interest per contractual rate
 
$
219

 
$
202

 
$
146

Amortization of debt discount
 
29

 
31

 
28

Amortization of debt issuance costs
 
7

 
5

 
3

Total interest cost related to convertible notes
 
255

 
238

 
177

Interest cost on debt excluding convertible notes
 
1,271


1,063


820

Total interest cost
 
1,526

 
1,301

 
997

Capitalized interest
 
(779
)
 
(813
)
 
(675
)
Total interest expense, net
 
$
747

 
$
488

 
$
322

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments
The following table shows the carrying amount and estimated fair value of our debt (in millions):
 
 
December 31, 2017
 
December 31, 2016
 
 
Carrying
Amount
 
Estimated
Fair Value
 
Carrying
Amount
 
Estimated
Fair Value
Senior notes, net of premium or discount (1)
 
$
18,610

 
$
20,075

 
$
14,263

 
$
15,210

2037 SPL Senior Notes (2)
 
800

 
871

 

 

Credit facilities (3)
 
3,575

 
3,575

 
5,502

 
5,502

2021 Cheniere Convertible Unsecured Notes, net of discount (2)
 
1,040

 
1,136

 
960

 
983

2025 CCH HoldCo II Convertible Senior Notes (2)
 
1,305

 
1,535

 
1,171

 
1,328

2045 Cheniere Convertible Senior Notes, net of discount (4)
 
311

 
447

 
308

 
375

 
(1)
Includes 2021 SPL Senior Notes, 2022 SPL Senior Notes, 2023 SPL Senior Notes, 2024 SPL Senior Notes, 2025 SPL Senior Notes, 2026 SPL Senior Notes, 2027 SPL Senior Notes, 2028 SPL Senior Notes, 2025 CQP Senior Notes, 2024 CCH Senior Notes, 2025 CCH Senior Notes and 2027 CCH Senior Notes. The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of these senior notes and other similar instruments.
(2)
The Level 3 estimated fair value was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price and interest rates based on debt issued by parties with comparable credit ratings to us and inputs that are not observable in the market. 
(3)
Includes 2015 SPL Credit Facilities, SPL Working Capital Facility, 2016 CQP Credit Facilities, 2015 CCH Credit Facility, CCH Working Capital Facility, Cheniere Revolving Credit Facility and Cheniere Marketing trade finance facilities. The Level 3 estimated fair value approximates the principal amount because the interest rates are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty. 
(4)
The Level 1 estimated fair value was based on unadjusted quoted prices in active markets for identical liabilities that we had the ability to access at the measurement date.