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

Quarterly report pursuant to Section 13 or 15(d)

Debt (Tables)

Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt consisted of the following (in millions):



	March 31,		December 31,
	2023		2022
SPL:
Senior Secured Notes:


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		1,782
Total SPL Senior Secured Notes	12,132		12,132
Working capital revolving credit and letter of credit reimbursement agreement (the “SPL Working Capital Facility”)	—		—
Total debt - SPL	12,132		12,132

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”)	—		498
5.875% due 2025	1,491		1,491
5.125% due 2027	1,201		1,271
3.700% due 2029	1,125		1,361
3.788% weighted average rate due 2039	2,541		2,633
Total CCH Senior Secured Notes	6,358		7,254
CCH Credit Facility	—		—
Working capital facility (the “CCH Working Capital Facility”) (1)	—		—
Total debt - CCH	6,358		7,254

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


Revolving credit facility (the “Cheniere Revolving Credit Facility”)	—		—

Total debt - Cheniere	1,500		1,500

Cheniere Marketing: trade finance facilities (1)	—		—
Total debt	24,190		25,086

Current portion of long-term debt (2)	(61)		(813)

Long-term portion of unamortized premium, discount and debt issuance costs, net	(201)		(218)
Total long-term debt, net of premium, discount and debt issuance costs	$	23,928	$	24,055

(1)These debt instruments are classified as short-term debt as we are required to reduce the aggregate outstanding principal amount of the CCH Working Capital Facility to zero for a period of five consecutive business days at least once each year, and the borrowings under the Cheniere Marketing trade finance facilities are required to be repaid within 90 days.

(2)As of March 31, 2023, $61 million of debt with contractual maturities of greater than one year was classified as current portion of long-term debt based on our intent and ability to repay the debt with cash that was on hand at March 31, 2023, including repurchases of debt subsequent to the balance sheet date and through April 26, 2023.

Schedule of Line of Credit Facilities and Delayed Draw Term Loan

Below is a summary of our committed credit facilities outstanding as of March 31, 2023 (in millions):


	SPL Working Capital Facility		CQP Credit Facilities		CCH Credit Facility		CCH Working Capital Facility		Cheniere Revolving Credit Facility
Total facility size	$	1,200	$	750	$	3,260	$	1,500	$	1,250

Less:
Outstanding balance	—		—		—		—		—

Letters of credit issued	329		—		—		162		—
Available commitment	$	871	$	750	$	3,260	$	1,338	$	1,250

Priority ranking	Senior secured		Unsecured		Senior secured		Senior secured		Unsecured
Interest rate on available balance (1)	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%

Commitment fees on undrawn balance (1)	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		(2)		June 15, 2027		October 28, 2026

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

(2)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, consisted of the following (in millions):


	Three Months Ended March 31,
		2023		2022






Total interest cost		$	321	$	372
Capitalized interest		(24)		(23)
Total interest expense, net of capitalized interest		$	297	$	349

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):


	March 31, 2023				December 31, 2022
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior notes — Level 2 (1)	$	20,867	$	20,082	$	21,763	$	20,539
Senior notes — Level 3 (2)	3,323		3,094		3,323		2,961

(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.