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, 2022

Debt consisted of the following (in millions):


	December 31,

	2022		2021
SPL:
Senior Secured Notes:

5.625% due 2023	$	—	$	1,500
5.75% due 2024	2,000		2,000
5.625% due 2025	2,000		2,000
5.875% due 2026	1,500		1,500
5.00% due 2027	1,500		1,500
4.200% due 2028	1,350		1,350
4.500% due 2030	2,000		2,000
4.746% weighted average rate due 2037	1,782		1,282
Total SPL Senior Secured Notes	12,132		13,132
Working capital revolving credit and letter of credit reimbursement agreement (the “SPL Working Capital Facility”)	—		—
Total debt - SPL	12,132		13,132

CQP:
Senior Notes:


4.500% due 2029	1,500		1,500
4.000% due 2031	1,500		1,500
3.25% due 2032	1,200		1,200
Total CQP Senior Notes	4,200		4,200
Credit facilities (the “CQP Credit Facilities”)	—		—
Total debt - CQP	4,200		4,200

CCH:
Senior Secured Notes:
7.000% due 2024 (the “2024 CCH Senior Notes”) (1)	498		1,250
5.875% due 2025	1,491		1,500
5.125% due 2027 (2)	1,271		1,500
3.700% due 2029 (2)	1,361		1,500
3.751% weighted average rate due 2039 (2)	2,633		2,721
Total CCH Senior Secured Notes	7,254		8,471
CCH Credit Facility	—		1,728
Working capital facility (the “CCH Working Capital Facility”) (3)	—		250
Total debt - CCH	7,254		10,449

Cheniere:
4.625% Senior Secured Notes due 2028	1,500		2,000

2045 Cheniere Convertible Senior Notes (4)	—		625
Revolving credit facility (the “Cheniere Revolving Credit Facility”)	—		—

Total debt - Cheniere	1,500		2,625

Cheniere Marketing: trade finance facilities and letter of credit facility (3)	—		—
Total debt	25,086		30,406

Current portion of long-term debt	(813)		(117)
Short-term debt	—		(250)
Unamortized premium, discount and debt issuance costs, net	(218)		(590)
Total long-term debt, net of premium, discount and debt issuance costs	$	24,055	$	29,449

(1)In January 2023, we redeemed the remaining outstanding principal balance of the 2024 CCH Senior Notes with cash that was on hand at December 31, 2022. Therefore, the outstanding principal balance redeemed was classified as current portion of long-term debt as of December 31, 2022, net of discount and debt issuance costs of $3 million.

(2)Subsequent to December 31, 2022 and through February 16, 2023, we executed bond repurchases totaling $322 million, inclusive of CCH’s Senior Secured Notes due 2027, 2029 and 2039 on the open market. These bonds

were repurchased with cash that was on hand at December 31, 2022; therefore, the amounts repurchased are classified as current portion of long-term debt as of December 31, 2022, net of discount and debt issuance costs of $4 million.

(3)These debt instruments are classified as short-term debt.

(4)The redemption of these notes was financed with borrowings under the Cheniere Revolving Credit Facility, which is a long-term debt instrument. Therefore, the 2045 Cheniere Convertible Senior Notes were classified as long-term debt as of December 31, 2021. See Convertible Notes section below for further discussion of the redemption.

Schedule of Maturities of Long-term Debt

Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2022 (in millions):


Years Ending December 31,	Principal Payments
2023	$	498
2024	2,000
2025	3,542
2026	1,608
2027	2,966
Thereafter	14,472
Total	$	25,086

Schedule of Line of Credit Facilities and Delayed Draw Term Loan

Below is a summary of our committed credit facilities outstanding as of December 31, 2022 (in millions):


	SPL Working Capital Facility (1)		CQP Credit Facilities (2)		CCH Credit Facility (3) (4)		CCH Working Capital Facility (4) (5)		Cheniere Revolving Credit Facility (6)
Total facility size	$	1,200	$	750	$	3,260	$	1,500	$	1,250

Less:
Outstanding balance	—		—		—		—		—

Letters of credit issued	328		—		—		178		—
Available commitment	$	872	$	750	$	3,260	$	1,322	$	1,250

Priority ranking	Senior secured		Unsecured		Senior secured		Senior secured		Unsecured
Interest rate on available balance (7)	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%		SOFR plus credit spread adjustment of 0.1%, plus margin of 1.5% or base rate plus 0.5%		SOFR plus credit spread adjustment of 0.1%, plus margin of 1.0% - 1.5% or base rate plus 0.0% - 0.5%		LIBOR plus 1.125% - 2.250% or base rate plus 0.125% - 1.250% (8)

Commitment fees on undrawn balance (7)	0.10% - 0.30%		0.375% - 0.638%		0.525%		0.10% - 0.20%		0.125% - 0.375%
Maturity date	March 19, 2025		May 29, 2024		(9)		June 15, 2027		October 28, 2026

(1)The obligations of SPL under the SPL Working Capital Facility are secured by substantially all of the assets of SPL as well as a pledge of all of the membership interests in SPL and certain future subsidiaries of SPL on a pari passu basis by a first priority lien with the SPL Senior Secured Notes. The SPL Working Capital Facility contains customary conditions precedent for extensions.

(2)The obligations under the CQP Credit Facilities are unconditionally guaranteed by the CQP Guarantors.

(3)The obligations of CCH under the CCH Credit Facility are secured by a first priority lien on substantially all of the assets of CCH and its subsidiaries and by a pledge by Cheniere CCH Holdco I of its limited liability company interests in CCH.

(4)In June 2022, CCH amended and restated the CCH Credit Facility and the CCH Working Capital Facility resulting in $20 million of debt extinguishment and modification costs to, among other things, (1) provide incremental commitments of $3.7 billion and $300 million for the CCH Credit Facility and the CCH Working Capital Facility, respectively, in connection with the FID with respect to the Corpus Christi Stage 3 Project, (2) extend the maturity, (3) update the indexed interest rate to SOFR and (4) make certain other changes to the terms and conditions of each existing facility.

(5)The obligations of CCH under the CCH Working Capital Facility are secured by substantially all of the assets of CCH and the CCH Guarantors as well as all of the membership interests in CCH and each of the CCH Guarantors on a pari passu basis with the CCH Senior Secured Notes and the CCH Credit Facility.

(6)The Cheniere Revolving Credit Facility contains a financial covenant requiring us to maintain a non-consolidated leverage ratio not to exceed 5.50:1.00 as of the end of any fiscal quarter if (i) as of the last day of such fiscal quarter the aggregate principal amount of outstanding loans plus drawn and unreimbursed letters of credit is greater than 35% of the aggregate commitments under the Cheniere Revolving Credit Facility (a “Covenant Trigger Event”) or (ii) a Covenant Trigger Event had occurred and been continuing as of the last day of the immediately preceding fiscal quarter and as of the last day of such ending fiscal quarter such Covenant Trigger Event had not ceased for a period of at least thirty consecutive days.

(7)The margin on the interest rate and the commitment fees are subject to change based on the applicable entity’s credit rating.

(8)This facility was amended in 2021 to establish a SOFR-indexed replacement rate for LIBOR.

(9)The CCH Credit Facility matures the earlier of June 15, 2029 or two years after the substantial completion of the last Train of the Corpus Christi Stage 3 Project.

Schedule of Interest Expense

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


	Year Ended December 31,
		2022		2021		2020
Interest cost on convertible notes:
Interest per contractual rate		$	—	$	36	$	152
Amortization of debt discount and debt issuance costs		—		10		53

Total interest cost related to convertible notes		—		46		205
Interest cost on debt and finance leases excluding convertible notes		1,485		1,558		1,568
Total interest cost		1,485		1,604		1,773
Capitalized interest		(79)		(166)		(248)
Total interest expense, net of capitalized interest		$	1,406	$	1,438	$	1,525

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, 2022				December 31, 2021
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior notes — Level 2 (1)	$	21,763	$	20,539	$	24,550	$	26,725
Senior notes — Level 3 (2)	3,323		2,961		3,253		3,693



2045 Cheniere Convertible Senior Notes — Level 1 (3)	—		—		625		526

(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 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.