Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.24.3
Debt
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Debt DEBT
Debt consisted of the following (in millions): 
September 30, December 31,
2024 2023
SPL:
Senior Secured Notes:
5.750% due 2024
$ —  $ 300 
5.625% due 2025
 650  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)
 1,782  1,782 
Total SPL Senior Secured Notes
 8,782  10,432 
Revolving credit and guaranty agreement (the “SPL Revolving Credit Facility”)
—  — 
Total debt - SPL
 8,782  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 
5.750% due 2034
 1,200  — 
Total CQP Senior Notes
 6,800  5,600 
Revolving credit and guaranty agreement (the “CQP Revolving Credit Facility”)
—  — 
Total debt - CQP
 6,800  5,600 
CCH:
Senior Secured Notes:
5.875% due 2025
 —  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 (1)
 2,539  2,539 
Total CCH Senior Secured Notes
 4,865  6,356 
Term loan facility agreement (the “CCH Credit Facility”)
—  — 
Working capital facility agreement (the “CCH Working Capital Facility”)
—  — 
Total debt - CCH
 4,865  6,356 
Cheniere:
4.625% Senior Notes due 2028
 1,500  1,500 
5.650% Senior Notes due 2034
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 23,447  23,888 
Current debt, net of unamortized discount and debt issuance costs (1) (700) (300)
Unamortized discount and debt issuance costs (201) (191)
Total long-term debt, net of unamortized discount and debt issuance costs $ 22,546  $ 23,397 
(1)Includes notes that amortize based on a fixed amortization schedule as set forth in their respective indentures.
Credit Facilities

Below is a summary of our committed credit facilities outstanding as of September 30, 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 234  —  —  110  — 
Available commitment $ 766  $ 1,000  $ 3,260  $ 1,390  $ 1,250 
Priority ranking Senior secured Senior unsecured Senior secured Senior secured Senior 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.
In addition, as of September 30, 2024, Cheniere Marketing had trade finance facilities with no outstanding borrowings and $51 million in standby letters of credit and bank guarantees issued.
Restrictive Debt Covenants

The indentures governing our senior notes and other agreements underlying our debt contain customary terms and events of default and certain covenants that, among other things, may limit us, our subsidiaries’ and its restricted subsidiaries’ ability to make certain investments or pay dividends or distributions. SPL and CCH are restricted from making distributions under agreements governing their respective indebtedness generally until, among other requirements, appropriate reserves have been established for debt service using cash or letters of credit and a historical debt service coverage ratio and projected debt service coverage ratio of at least 1.25:1.00 is satisfied.
As of September 30, 2024, 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, consisted of the following (in millions):
  Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Total interest cost $ 304  $ 316  $ 924  $ 956 
Capitalized interest (57) (33) (154) (85)
Total interest expense, net of capitalized interest $ 247  $ 283  $ 770  $ 871 
Fair Value Disclosures

The following table shows the carrying amount and estimated fair value of our senior notes (in millions):
  September 30, 2024 December 31, 2023
  Carrying
Amount		 Estimated
Fair Value (1)		 Carrying
Amount		 Estimated
Fair Value (1)
Senior notes
 $ 23,447  $ 23,111  $ 23,888  $ 23,062 
(1)As of September 30, 2024 and December 31, 2023, $3.1 billion and $3.0 billion, respectively, 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 the fair value of our senior notes are classified as Level 2, based on prices derived from trades or indicative bids of the instruments.

The estimated fair value of our credit facilities approximates the principal amount outstanding 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.