Cheniere Energy, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Debt (Tables)

Debt (Tables)

12 Months Ended

Dec. 31, 2019

As of December 31, 2019 and 2018, our debt consisted of the following (in millions):



	December 31,
	2019			2018
Long-term debt:
SPL
5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”)	$	2,000		$	2,000
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”)	1,500			1,500
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”)	1,350			1,350
5.00% Senior Secured Notes due 2037 (“2037 SPL Senior Notes”)	800			800
Cheniere Partners
5.250% Senior Notes due 2025 (“2025 CQP Senior Notes”)	1,500			1,500
5.625% Senior Notes due 2026 (“2026 CQP Senior Notes”)	1,100			1,100
4.500% Senior Notes due 2029 (“2029 CQP Senior Notes”)	1,500			—
2016 CQP Credit Facilities	—			—
CQP Credit Facilities executed in 2019 (“2019 CQP Credit Facilities”)	—			—
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			1,500
4.80% Senior Secured Notes due 2039 (“4.80% CCH Senior Notes”)	727			—
3.925% Senior Secured Notes due 2039 (“3.925% CCH Senior Notes”)	475			—
3.700% Senior Secured Notes due 2029 (“2029 CCH Senior Notes”)	1,500			—
CCH Credit Facility	3,283			5,156
CCH HoldCo II
11.0% Convertible Senior Secured Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”)	1,578			1,455
Cheniere
4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”)	1,278			1,218
4.25% Convertible Senior Notes due 2045 (“2045 Cheniere Convertible Senior Notes”)	625			625
$1.25 billion Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”)	—			—
Unamortized premium, discount and debt issuance costs, net	(692		)	(775		)
Total long-term debt, net	30,774			28,179

Current debt:
$1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”)	—			—
$1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”)	—			168
Cheniere Marketing trade finance facilities	—			71
Total current debt	—			239

Total debt, net	$	30,774		$	28,418

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, 2019 (in millions):



Years Ending December 31,	Principal Payments
2020	$	—
2021	3,413
2022	1,119
2023	1,633
2024	6,146
Thereafter	19,155
Total	$	31,466

Schedule of Line of Credit Facilities

Below is a summary of our credit facilities outstanding as of December 31, 2019 (in millions):



	SPL Working Capital Facility		2019 CQP Credit Facilities		CCH Credit Facility		CCH Working Capital Facility		Cheniere Revolving Credit Facility
Original facility size	$	1,200	$	1,500	$	8,404	$	350	$	750
Incremental commitments	—		—		1,566		850		500
Less:
Outstanding balance	—		—		3,283		—		—
Commitments prepaid or terminated	—		750		6,687		—		—
Letters of credit issued	414		—		—		471		585
Available commitment	$	786	$	750	$	—	$	729	$	665

Interest rate on available balance	LIBOR plus 1.75% or base rate plus 0.75%		LIBOR plus 1.25% - 2.125% or base rate plus 0.25% - 1.125%		LIBOR plus 1.75% or base rate plus 0.75%		LIBOR plus 1.25% - 1.75% or base rate plus 0.25% - 0.75%		LIBOR plus 1.75% - 2.50% or base rate plus 0.75% - 1.50%
Weighted average interest rate of outstanding balance	n/a		n/a		3.55%		n/a		n/a
Maturity date	December 31, 2020		May 29, 2024		June 30, 2024		June 29, 2023		December 13, 2022

Schedule of Convertible Debt

Below is a summary of our convertible notes outstanding as of December 31, 2019 (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 and debt issuance costs	$	1,221		$	1,567		$	314
Equity component	$	211		$	—		$	194
Maturity date	May 28, 2021			May 13, 2025			March 15, 2045
Contractual interest rate	4.875		%	11.0		%	4.25		%
Effective interest rate (1)	8.2		%	12.0		%	9.4		%
Remaining debt discount and debt issuance costs amortization period (2)	1.4 years			0.8 years			25.2 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,
	2019			2018			2017
Interest cost on convertible notes:
Interest per contractual rate	$	256		$	237		$	219
Amortization of debt discount	40			35			29
Amortization of debt issuance costs	12			9			7
Total interest cost related to convertible notes	308			281			255
Interest cost on debt and finance leases excluding convertible notes	1,538			1,397			1,271
Total interest cost	1,846			1,678			1,526
Capitalized interest	(414		)	(803		)	(779		)
Total interest expense, net	$	1,432		$	875		$	747

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, 2019				December 31, 2018
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior notes (1)	$	22,700	$	24,650	$	19,700	$	19,901
2037 SPL Senior Notes (2)	800		934		800		817
4.80% CCH Senior Notes (2)	727		830		—		—
3.925% CCH Senior Notes (2)	475		495		—		—
Credit facilities (3)	3,283		3,283		5,395		5,395
2021 Cheniere Convertible Unsecured Notes (2)	1,278		1,312		1,218		1,236
2025 CCH HoldCo II Convertible Senior Notes (2)	1,578		1,807		1,455		1,612
2045 Cheniere Convertible Senior Notes (4)	625		498		625		431


(1)	Includes the SPL Senior Notes except the 2037 SPL Senior Notes, the CQP Senior Notes and the 144A 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 SPL Working Capital Facility, 2016 CQP Credit Facilities, 2019 CQP Credit Facilities, 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.