| Schedule of Debt Instruments |
Debt consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
December 31, |
|
|
|
|
|
|
|
2024 |
|
2023 |
SPL: |
|
|
|
|
| Senior Secured Notes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.750% due 2024 |
|
$ |
150 |
|
|
$ |
300 |
|
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 |
|
10,282 |
|
|
10,432 |
|
Revolving credit and guaranty agreement (the “SPL Revolving Credit Facility”)
|
|
— |
|
|
— |
|
Total debt - SPL |
|
10,282 |
|
|
10,432 |
|
|
|
|
|
|
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 |
|
5.950% due 2033 |
|
1,400 |
|
|
1,400 |
|
Total CQP Senior Notes |
|
5,600 |
|
|
5,600 |
|
Revolving credit and guaranty agreement (the “CQP Revolving Credit Facility”)
|
|
— |
|
|
— |
|
Total debt - CQP |
|
5,600 |
|
|
5,600 |
|
|
|
|
|
|
CCH: |
|
|
|
|
| Senior Secured Notes: |
|
|
|
|
|
|
|
|
|
5.875% due 2025 (the “2025 CCH Senior Notes”) (1)
|
|
1,491 |
|
|
1,491 |
|
5.125% due 2027 |
|
1,201 |
|
|
1,201 |
|
3.700% due 2029 |
|
1,125 |
|
|
1,125 |
|
3.788% weighted average rate due 2039 |
|
2,539 |
|
|
2,539 |
|
Total CCH Senior Secured Notes |
|
6,356 |
|
|
6,356 |
|
Term loan facility agreement (the “CCH Credit Facility”)
|
|
— |
|
|
— |
|
Working capital facility agreement (the “CCH Working Capital Facility”)
|
|
— |
|
|
— |
|
Total debt - CCH |
|
6,356 |
|
|
6,356 |
|
|
|
|
|
|
Cheniere: |
|
|
|
|
4.625% Senior Notes due 2028 |
|
1,500 |
|
|
1,500 |
|
5.650% Senior Notes due 2034 (the “2034 Cheniere Senior Notes”) (1)
|
|
1,500 |
|
|
— |
|
Total Cheniere Senior Notes |
|
3,000 |
|
|
1,500 |
|
Revolving credit agreement (the “Cheniere Revolving Credit Facility”)
|
|
— |
|
|
— |
|
|
|
|
|
|
Total debt - Cheniere |
|
3,000 |
|
|
1,500 |
|
|
|
|
|
|
|
|
|
|
|
| Total debt |
|
25,238 |
|
|
23,888 |
|
|
|
|
|
|
| Current debt, net of unamortized debt issuance costs |
|
(3,633) |
|
|
(300) |
|
|
|
|
|
|
| Unamortized discount and debt issuance costs |
|
(204) |
|
|
(191) |
|
| Total long-term debt, net of unamortized discount and debt issuance costs |
|
$ |
21,401 |
|
|
$ |
23,397 |
|
(1)In April 2024, we retired $1.5 billion outstanding aggregate principal amount of the 2025 CCH Senior Notes maturing in March 2025 using proceeds from the 2034 Cheniere Senior Notes and cash on hand.
|
| 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, 2024 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SPL Revolving Credit Facility |
|
CQP Revolving Credit Facility |
|
CCH Credit Facility |
|
CCH Working Capital Facility |
|
Cheniere Revolving Credit Facility |
|
|
| Total facility size |
|
|
|
|
|
|
|
$ |
1,000 |
|
|
$ |
1,000 |
|
|
$ |
3,260 |
|
|
$ |
1,500 |
|
|
$ |
1,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Outstanding balance |
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Letters of credit issued |
|
|
|
|
|
|
|
272 |
|
|
— |
|
|
— |
|
|
155 |
|
|
— |
|
|
|
| Available commitment |
|
|
|
|
|
|
|
$ |
728 |
|
|
$ |
1,000 |
|
|
$ |
3,260 |
|
|
$ |
1,345 |
|
|
$ |
1,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Priority ranking |
|
|
|
|
|
|
|
Senior secured |
|
Senior unsecured |
|
Senior secured |
|
Senior secured |
|
Unsecured |
|
|
| Interest rate on available balance (1) |
|
|
|
|
|
|
|
SOFR plus credit spread adjustment of 0.1%, plus margin of 1.0% - 1.75% or base rate plus 0.0% - 0.75% |
|
SOFR plus credit spread adjustment of 0.1%, plus margin of 1.125% - 2.0% or base rate plus 0.125% - 1.0% |
|
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% |
|
SOFR plus credit spread adjustment of 0.1%, plus margin of 1.075% - 2.20% or base rate plus 0.075% - 1.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Commitment fees on undrawn balance (1) |
|
|
|
|
|
|
|
0.075% - 0.30% |
|
0.10% - 0.30% |
|
0.525% |
|
0.10% - 0.20% |
|
0.115% - 0.365% |
|
|
| Maturity date |
|
|
|
|
|
|
|
June 23, 2028 |
|
June 23, 2028 |
|
(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 Carrying Values and Estimated Fair Values of Debt Instruments |
The following table shows the carrying amount and estimated fair value of our senior notes (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
March 31, 2024 |
|
December 31, 2023 |
| |
|
Carrying
Amount |
|
Estimated
Fair Value (1) |
|
Carrying
Amount |
|
Estimated
Fair Value (1) |
Senior notes |
|
$ |
25,238 |
|
|
$ |
24,288 |
|
|
$ |
23,888 |
|
|
$ |
23,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)As of both March 31, 2024 and December 31, 2023, $3.0 billion of the fair value of our senior notes were classified as Level 3 since these senior notes were valued by applying an unobservable illiquidity adjustment to the price derived from trades or indicative bids of instruments with similar terms, maturities and credit standing. The remainder of our senior notes are classified as Level 2, based on prices derived from trades or indicative bids of the instruments.
|