Cheniere Energy, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Debt

Debt

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Debt

DEBT

As of September 30, 2020 and December 31, 2019, our debt consisted of the following (in millions):



	September 30,		December 31,
	2020		2019
Long-term debt:











SPL — 4.200% to 6.25% senior secured notes due through 2037 and working capital facility (“2020 SPL Working Capital Facility”)	$	13,650	$	13,650





Cheniere Partners — 4.500% to 5.625% senior notes due through 2029 and credit facilities (“2019 CQP Credit Facilities”)	4,100		4,100









CCH — 3.52% to 7.000% senior secured notes due through 2039 and CCH Credit Facility	10,240		10,235
CCH HoldCo II —11.0% Convertible Senior Secured Notes due 2025 (“2025 CCH HoldCo II Convertible Senior Notes”)	—		1,578






Cheniere — 4.625% Senior Secured Notes due 2028 (the “2028 Cheniere Senior Secured Notes”), convertible notes, revolving credit facility (“Cheniere Revolving Credit Facility”) and term loan facility (“Cheniere Term Loan Facility”)	3,620		1,903
Unamortized premium, discount and debt issuance costs, net	(661)		(692)
Total long-term debt, net	30,949		30,774

Current debt:

SPL — $1.2 billion Amended and Restated SPL Working Capital Facility (“2015 SPL Working Capital Facility”)	—		—

CCH — $1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”) and current portion of CCH Credit Facility	249		—
Cheniere Marketing — trade finance facilities	—		—
Cheniere — current portion of 4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”)	93		—

Unamortized premium, discount and debt issuance costs, net	(4)		—
Total current debt	338		—

Total debt, net	$	31,287	$	30,774

Issuances

The following table shows the issuances of debt during the nine months ended September 30, 2020:


	Maturity Date	Interest Rate	Principal Amount Issued (in millions)
Three Months Ended June 30, 2020
SPL — 4.500% Senior Secured Notes due 2030 (the “2030 SPL Senior Notes”) (1)	May 15, 2030	4.500%	$	2,000

Three Months Ended September 30, 2020
CCH — 3.52% Senior Secured Notes due 2039 (the “3.52% CCH Senior Secured Notes”) (2)	December 31, 2039	3.52%	769
Cheniere — 2028 Cheniere Senior Secured Notes (3)	October 15, 2028	4.625%	2,000


Nine Months Ended September 30, 2020 total			$	4,769

(1)Proceeds of the 2030 SPL Senior Notes, along with available cash, were used to redeem all of SPL’s outstanding 5.625% Senior Secured Notes due 2021 (the “2021 SPL Senior Notes”), resulting in the recognition of debt extinguishment costs of $43 million for the nine months ended September 30, 2020 relating to the payment of early redemption fees and write off of unamortized debt premium and issuance costs.

(2)Proceeds of the 3.52% CCH Senior Secured Notes were used to repay a portion of the outstanding borrowings under the CCH Credit Facility, pay costs associated with certain interest rate derivative instruments that were settled and pay certain fees, costs and expenses incurred in connection with these transactions. The repayment of the CCH Credit Facility resulted in the recognition of debt extinguishment costs of $9 million for the three and nine months ended September 30, 2020 relating to the write off of unamortized debt discounts and issuance costs.

(3)Proceeds of the 2028 Cheniere Senior Secured Notes, along with $100 million in available cash, were used to prepay approximately $2.1 billion of the outstanding indebtedness of the Cheniere Term Loan Facility, resulting in the recognition of debt extinguishment costs of $14 million for the nine months ended September 30, 2020. The borrowings under the Cheniere Term Loan Facility, which was entered in June 2020 with available commitments of $2.62 billion and subsequently increased to $2.695 billion in July 2020, were used to (1) redeem the remaining outstanding principal amount of the 2025 CCH HoldCo II Convertible Senior Notes with cash at a price of $1,080 per $1,000 principal amount, (2) repurchase $844 million in aggregate principal amount of outstanding 2021 Cheniere Convertible Unsecured Notes at individually negotiated prices from a small number of investors and (3) pay the related fees and expenses. The redemption of the 2025 CCH HoldCo II Convertible Senior Notes and the repurchase of the 2021 Cheniere Convertible Unsecured Notes resulted in the recognition of debt extinguishment costs of $149 million and a reduction in equity associated with reacquisition of the embedded conversion option of $10 million.

Credit Facilities and Delayed Draw Term Loan

Below is a summary of our credit facilities and delayed draw term loan outstanding as of September 30, 2020 (in millions):


	2020 SPL Working Capital Facility (1)		2019 CQP Credit Facilities		CCH Credit Facility (2)		CCH Working Capital Facility		Cheniere Revolving Credit Facility		Cheniere Term Loan Facility (3)
Original facility size	$	1,200	$	1,500	$	8,404	$	350	$	750	$	2,620
Incremental commitments	—		—		1,566		850		500		75
Less:
Outstanding balance	—		—		2,627		141		375		248
Commitments prepaid or terminated	—		750		7,343		—		—		2,075
Letters of credit issued	413		—		—		293		182		—
Available commitment	$	787	$	750	$	—	$	766	$	693	$	372

Interest rate on available balance	LIBOR plus 1.125% - 1.750% or base rate plus 0.125% - 0.750%		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%		(4)
Weighted average interest rate of outstanding balance	n/a		n/a		1.90%		1.41%		1.90%		2.15%
Maturity date	March 19, 2025		May 29, 2024		June 30, 2024		June 29, 2023		December 13, 2022		June 18, 2023

(1)The 2020 SPL Working Capital Facility contains customary conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. SPL pays a commitment fee equal to an annual rate of 0.1% to 0.3% (depending on the then-current rating of SPL), which accrues on the daily amount of the total commitment less the sum of (1) the outstanding principal amount of loans, (2) letters of credit issued and (3) the outstanding principal amount of swing line loans.

(2)We prepaid $656 million of outstanding borrowings under the CCH Credit Facility during the three and nine months ended September 30, 2020 using proceeds from the issuance of the 3.52% CCH Senior Secured Notes.

(3)Borrowings under the Cheniere Term Loan Facility are subject to customary conditions precedent. The remaining commitments under the Cheniere Term Loan Facility are expected to be used to repay and/or repurchase a portion of the remaining principal amount of the 2021 Cheniere Convertible Unsecured Notes and for the payment of related fees and expenses. We pay a commitment fee equal to 30% of the margin for LIBOR loans multiplied by the average daily amount of undrawn commitments. If the Cheniere Term Loan Facility is still outstanding on the first anniversary of the Closing Date, as defined by the credit agreement, we will pay duration fees in an amount equal to 0.25% of the aggregate amount of commitments as of July 10, 2020, which was the date the loans were first borrowed under the Cheniere Term Loan Facility (the “Payment Date”). Furthermore, if the Cheniere Term Loan Facility is still outstanding on the second anniversary of the Closing Date, as defined by the credit agreement, we will pay 0.50% of the aggregate amount of commitments as of the Payment Date. Annual administrative fees must also be paid to the administrative agent for the Cheniere Term Loan Facility. Subject to customary exceptions, we are required to make mandatory prepayments with respect to the Cheniere Term Loan Facility using the net proceeds of certain events on a pro rata basis and on terms consistent with required prepayments under the Cheniere Revolving Credit Facility.

(4)LIBOR plus (1) 2.00% to 2.75% per annum in the first year, (2) 2.50% to 3.25% per annum in the second year and (3) 3.00% to 3.75% per annum in the third year until maturity, or base rate plus (1) 1.00% to 1.75% per annum in the first year, (2) 1.50% to 2.25% per annum in the second year and (3) 2.00% to 2.75% per annum in the third year until maturity.

Convertible Notes

Below is a summary of our convertible notes outstanding as of September 30, 2020 (in millions):


	2021 Cheniere Convertible Unsecured Notes			2045 Cheniere Convertible Senior Notes
Aggregate original principal	$	1,000		$	625
Add: interest paid-in-kind	309			—
Less: aggregate principal redeemed	(844)			—
Aggregate remaining principal	$	465		$	625

Debt component, net of discount and debt issuance costs	$	453		$	316
Equity component	$	201		$	194
Interest payment method	Paid-in-kind			Cash
Conversion by us (1)	—			(2)
Conversion by holders (1)	(3)			(4)
Conversion basis	Cash and/or stock			Cash and/or stock
Conversion value in excess of principal	$	—		$	—
Maturity date	May 28, 2021			March 15, 2045
Contractual interest rate	4.875		%	4.25		%
Effective interest rate (5)	8.1		%	9.4		%
Remaining debt discount and debt issuance costs amortization period (6)	0.7 years			24.5 years

(1)Conversion is subject to various limitations and conditions.

(2)Redeemable at any time after March 15, 2020 at a redemption price payable in cash equal to the accreted amount of the $625 million aggregate principal amount of 4.25% Convertible Senior Notes due 2045 (the “2045 Cheniere Convertible Senior Notes”) to be redeemed, plus accrued and unpaid interest, if any, to such redemption date.

(3)Initially convertible at $93.64 (subject to adjustment upon the occurrence of certain specified events), provided that the closing price of our common stock is greater than or equal to the conversion price on the conversion date.

(4)Prior to December 15, 2044, convertible only under certain circumstances as specified in the indenture; thereafter, holders may convert their notes regardless of these circumstances. The conversion rate will initially equal 7.2265 shares of our common stock per $1,000 principal amount of the 2045 Cheniere Convertible Senior Notes, which corresponds to an initial conversion price of approximately $138.38 per share of our common stock (subject to adjustment upon the occurrence of certain specified events).

(5)Rate to accrete the discounted carrying value of the convertible notes to the face value over the remaining amortization period.

(6)We amortize any debt discount and debt issuance costs using the effective interest over the period through contractual maturity.

Restrictive Debt Covenants

As of September 30, 2020, each of our issuers was in compliance with all covenants related to their respective debt agreements.

Interest Expense

Total interest expense, net of capitalized interest, including interest expense related to our convertible notes, consisted of the following (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Interest cost on convertible notes:
Interest per contractual rate	$	20	$	65	$	140	$	191
Amortization of debt discount	7		10		41		29
Amortization of debt issuance costs	1		3		8		9
Total interest cost related to convertible notes	28		78		189		229
Interest cost on debt and finance leases excluding convertible notes	388		390		1,167		1,145
Total interest cost	416		468		1,356		1,374
Capitalized interest	(61)		(73)		(182)		(360)
Total interest expense, net of capitalized interest	$	355	$	395	$	1,174	$	1,014

Fair Value Disclosures

The following table shows the carrying amount and estimated fair value of our debt (in millions):


	September 30, 2020				December 31, 2019
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior notes — Level 2 (1)	$	24,700	$	27,109	$	22,700	$	24,650
Senior notes — Level 3 (2)	2,771		3,090		2,002		2,259
Credit facilities (3)	3,391		3,391		3,283		3,283
2021 Cheniere Convertible Unsecured Notes (2)	465		474		1,278		1,312
2025 CCH HoldCo II Convertible Senior Notes (2)	—		—		1,578		1,807
2045 Cheniere Convertible Senior Notes (4)	625		452		625		498

(1)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)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.