Quarterly report [Sections 13 or 15(d)]

Debt

v3.25.2
Debt
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Debt DEBT
Debt consisted of the following (in millions): 
June 30, December 31,
2025 2024
SPL:
Senior Secured Notes:
5.625% due 2025
 $ —  $ 300 
5.875% due 2026 (the “2026 SPL Senior Notes”) (1)
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 (2)
 1,782  1,782 
Total SPL Senior Secured Notes
 8,132  8,432 
Revolving credit and guaranty agreement (the “SPL Revolving Credit Facility”)
—  — 
Total debt - SPL
 8,132  8,432 
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  1,200 
Total CQP Senior Notes
 6,800  6,800 
Revolving credit and guaranty agreement (the “CQP Revolving Credit Facility”)
—  — 
Total debt - CQP
 6,800  6,800 
CCH:
Senior Secured Notes:
5.125% due 2027
 1,201  1,201 
3.700% due 2029
 1,125  1,125 
3.788% weighted average rate due 2039 (2)
 2,539  2,539 
Total CCH Senior Secured Notes
 4,865  4,865 
Term loan facility agreement (the “CCH Credit Facility”)
—  — 
Working capital facility agreement (the “CCH Working Capital Facility”)
—  — 
Total debt - CCH
 4,865  4,865 
Cheniere:
4.625% Senior Notes due 2028
 1,500  1,500 
5.650% Senior Notes due 2034
1,500  1,500 
Total Cheniere Senior Notes
 3,000  3,000 
Revolving credit agreement (the “Cheniere Revolving Credit Facility”) (3)
—  — 
Total debt - Cheniere
 3,000  3,000 
Total debt 22,797  23,097 
Current debt, net of unamortized discount and debt issuance costs (1) (2) (609) (351)
Unamortized discount and debt issuance costs (176) (192)
Total long-term debt, net of unamortized discount and debt issuance costs $ 22,012  $ 22,554 
(1)In July 2025, CQP issued and sold $1.0 billion aggregate principal amount of 5.550% Senior Notes due 2035, and the net proceeds, together with cash on hand, were used to redeem $1.0 billion of the aggregate principal amount of the 2026 SPL Senior Notes. As a portion of the 2026 SPL Senior Notes that were contractually due within one year was refinanced with a long-term debt instrument before the issuance of these Consolidated Financial Statements, the amount redeemed was classified as long-term debt as of June 30, 2025.
(2)Includes notes that amortize based on a fixed amortization schedule as set forth in their respective indentures.
(3)In August 2025, we entered into an amendment and restatement of the Cheniere Revolving Credit Facility. See below for additional details.
Credit Facilities

Below is a summary of our committed credit facilities outstanding as of June 30, 2025 (in millions):
SPL Revolving Credit Facility
CQP Revolving Credit Facility
CCH Credit Facility
CCH Working Capital Facility
Cheniere Revolving Credit Facility (1)
Total facility size $ 1,000  $ 1,000  $ 3,260  $ 1,500  $ 1,250 
Less:
Outstanding balance —  —  —  —  — 
Letters of credit issued 215  —  —  110  — 
Available commitment $ 785  $ 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 (2)
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 (2)
0.075% - 0.30%
0.10% - 0.30%
0.525%
0.10% - 0.20%
0.115% - 0.365%
Letter of credit fees (2)
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 (3) June 15, 2027 October 28, 2026
(1)In August 2025, we entered into an amendment and restatement of the Cheniere Revolving Credit Facility. See below for additional details.
(2)The margin on the interest rate, the commitment fees and the letter of credit fees is subject to change based on the applicable entity’s credit rating.
(3)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.
Cheniere A&R Revolving Credit Facility

On August 1, 2025, we entered into a $1.25 billion Third Amended and Restated Revolving Credit Agreement among us, as borrower, various lenders (the “Lenders”) and issuing banks, MUFG Bank, Ltd., as the coordinating lead arranger, the joint lead arrangers party thereto, Sumitomo Mitsui Banking Corporation, as sustainability advisor, and Société Générale, as administrative agent for the Lenders (the “Cheniere A&R Revolving Credit Facility”). The Cheniere A&R Revolving Credit Facility amends and restates the existing Cheniere Revolving Credit Facility dated as of October 28, 2021 and amended on June 15, 2023, to, among other things, (i) extend the maturity date thereunder to August 1, 2030, (ii) reduce the rate of interest and commitment fees applicable thereunder, and (iii) make certain other changes to the terms and conditions of the existing Cheniere Revolving Credit Facility. Commitments under the Cheniere A&R Revolving Credit Facility are available for loans or the issuances of letters of credit (subject to issuing bank capacity), in each case, for general corporate purposes.

Loans under the Cheniere A&R Revolving Credit Facility will bear interest at a variable rate per annum equal to Term SOFR or the base rate specified therein, plus an applicable margin. The applicable margin for Term SOFR loans ranges from 1.125% to 2.00% per annum, and the applicable margin for base rate loans ranges from 0.125% to 1.00% per annum, in each case, based on the credit ratings then in effect assigned to loans under the Cheniere A&R Revolving Credit Facility. Based on our current credit ratings, the applicable margins for Term SOFR loans and base rate loans are 1.25% and 0.25%, respectively. Interest on Term SOFR loans is due and payable at the end of each Term SOFR period, and interest on base rate loans is due and payable at the end of each calendar quarter. We will pay a commitment fee on the average daily amount of undrawn commitments at an annual rate that ranges from 0.10% to 0.30% based on the credit ratings then in effect assigned to loans under the Cheniere A&R Revolving Credit Facility. Based on our current credit ratings, the commitment fee on undrawn commitments is 0.15%. The interest rate and the commitment fees may be reduced by five basis points on the interest rate and by one basis point on the commitment fee based on the achievement of certain methane emissions management standards.
The Cheniere A&R Revolving Credit Facility contains customary representations and warranties, events of default and affirmative and negative covenants, including restrictions on our ability to incur liens and to undergo certain fundamental changes. As of the date of this Quarterly Report on Form 10-Q, no amounts were drawn under the Cheniere A&R Revolving Credit Facility.
Restrictive Debt Covenants

The agreements governing our and our subsidiaries’ indebtedness contain customary terms and events of default and certain covenants that, among other things, may limit our and our subsidiaries’ ability to make certain investments or pay dividends or distributions. For example, 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 and projected debt service coverage ratio of at least 1.25:1.00 is satisfied.
As of June 30, 2025, we were, and each of our subsidiaries was, in compliance with all covenants related to our respective debt agreements.

Interest Expense

Total interest expense, net of capitalized interest, consisted of the following (in millions):
  Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Total interest cost $ 298  $ 309  $ 593  $ 620 
Capitalized interest (61) (52) (127) (97)
Total interest expense, net of capitalized interest $ 237  $ 257  $ 466  $ 523 

Fair Value Disclosures

The following table shows the carrying amount and estimated fair value of our senior notes (in millions):
  June 30, 2025 December 31, 2024
  Carrying
Amount		 Estimated
Fair Value (1)		 Carrying
Amount		 Estimated
Fair Value (1)
Senior notes
 $ 22,797  $ 22,355  $ 23,097  $ 22,220 
(1)As of June 30, 2025 and December 31, 2024, $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 was 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 indexed to market rates and the debt may be repaid, in full or in part, at any time without penalty.