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, 2024

Debt consisted of the following (in millions):


	December 31,

	2024		2023
SPL:
Senior Secured Notes:


5.750% due 2024	$	—	$	300
5.625% due 2025	300		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	8,432		10,432
Revolving credit and guaranty agreement (the “SPL Revolving Credit Facility”)	—		—
Total debt - SPL	8,432		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	23,097		23,888

Current debt, net of unamortized discount and debt issuance costs (1)	(351)		(300)

Unamortized discount and debt issuance costs	(192)		(191)
Total long-term debt, net of unamortized discount and debt issuance costs	$	22,554	$	23,397

(1)Includes notes that amortize based on a fixed amortization schedule as set forth in their respective indentures.

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, 2024 (in millions):


Years Ending December 31,	Principal Payments
2025	$	352
2026	1,607
2027	2,889
2028	3,091
2029	2,923
Thereafter	12,235
Total	$	23,097

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, 2024 (in millions):


	SPL Revolving Credit Facility (1)		CQP Revolving Credit Facility (2)		CCH Credit Facility (3)		CCH Working Capital Facility (4)		Cheniere Revolving Credit Facility (5)
Total facility size	$	1,000	$	1,000	$	3,260	$	1,500	$	1,250

Less:
Outstanding balance	—		—		—		—		—

Letters of credit issued	224		—		—		110		—
Available commitment	$	776	$	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 (6)	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 (6)	0.075% - 0.30%		0.10% - 0.30%		0.525%		0.10% - 0.20%		0.115% - 0.365%
Letter of credit fees (6)	1.0% - 1.75%		1.125% - 2.0%		N/A		1.0% - 1.5%		1.075% - 2.20%
Maturity date	June 23, 2028		June 23, 2028		(7)		June 15, 2027		October 28, 2026

(1)The obligations of SPL under the SPL Revolving Credit 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 Revolving Credit Facility contains customary contractual conditions for extensions of credit.

(2)The obligations under the CQP Revolving Credit Facility are jointly, severally and unconditionally guaranteed by Cheniere Investments, SPLNG, CTPL, Sabine Pass LNG-GP, LLC, Sabine Pass Tug Services, LLC and Cheniere Pipeline GP Interests, LLC.

(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 CCH Holdco I of its limited liability company interests in CCH.

(4)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.

(5)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.

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

(7)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):


	Year Ended December 31,
		2024		2023		2022
Total interest cost		$	1,226	$	1,265	$	1,485
Capitalized interest		(216)		(124)		(79)
Total interest expense, net of capitalized interest		$	1,010	$	1,141	$	1,406

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):


	December 31, 2024				December 31, 2023
	Carrying Amount		Estimated Fair Value (1)		Carrying Amount		Estimated Fair Value (1)
Senior notes	$	23,097	$	22,220	$	23,888	$	23,062

(1)As of both December 31, 2024 and 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 the fair value of our senior notes was classified as Level 2, based on prices derived from trades or indicative bids of the instruments.