| Schedule of Debt Instruments |
Debt consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
|
|
|
|
|
|
2026 |
|
2025 |
SPL: |
|
|
|
|
| Senior Secured Notes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.875% due 2026 |
|
$ |
— |
|
|
$ |
200 |
|
5.00% due 2027 |
|
— |
|
|
1,500 |
|
4.200% due 2028 |
|
1,350 |
|
|
1,350 |
|
4.500% due 2030 |
|
2,000 |
|
|
2,000 |
|
due 2037 with weighted average rate of 4.749% and 4.747% at September 30, 2026 and December 31, 2025, respectively(1)
|
|
1,623 |
|
|
1,730 |
|
Total SPL Senior Secured Notes |
|
4,973 |
|
|
6,780 |
|
Revolving credit and guaranty agreement (the “SPL Revolving Credit Facility”)
|
|
— |
|
|
— |
|
Total debt - SPL |
|
4,973 |
|
|
6,780 |
|
|
|
|
|
|
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 |
|
5.550% due 2035 |
|
1,000 |
|
|
1,000 |
|
5.350% due 2036 (the “2036 CQP Senior Notes”)(2)
|
|
1,000 |
|
|
— |
|
6.050% due 2056 (the “2056 CQP Senior Notes”)(2)
|
|
750 |
|
|
— |
|
Total CQP Senior Notes |
|
9,550 |
|
|
7,800 |
|
Revolving credit and guaranty agreement (the “CQP Revolving Credit Facility”)
|
|
— |
|
|
— |
|
Total debt - CQP |
|
9,550 |
|
|
7,800 |
|
|
|
|
|
|
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(1)
|
|
2,539 |
|
|
2,539 |
|
Total CCH Senior Secured Notes |
|
4,865 |
|
|
4,865 |
|
Term loan facility agreement (the “CCH Credit Facility”)
|
|
— |
|
|
550 |
|
Working capital facility agreement (the “CCH Working Capital Facility”)
|
|
— |
|
|
— |
|
Revolving credit agreement (the “CCH Revolving Credit Facility”)
|
|
— |
|
|
— |
|
Total debt - CCH |
|
4,865 |
|
|
5,415 |
|
|
|
|
|
|
Cheniere: |
|
|
|
|
| Senior Notes: |
|
|
|
|
4.625% due 2028 |
|
1,500 |
|
|
1,500 |
|
5.650% due 2034 |
|
1,500 |
|
|
1,500 |
|
5.200% due 2036 (the “2036 Cheniere Senior Notes”)(3)
|
|
1,000 |
|
|
— |
|
6.000% due 2056 (the “2056 Cheniere Senior Notes”)(3)
|
|
750 |
|
|
— |
|
Total Cheniere Senior Notes |
|
4,750 |
|
|
3,000 |
|
Revolving credit agreement (the “Cheniere Revolving Credit Facility”)
|
|
— |
|
|
— |
|
|
|
|
|
|
Total debt - Cheniere |
|
4,750 |
|
|
3,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total debt |
|
24,138 |
|
|
22,995 |
|
|
|
|
|
|
Current debt, net of unamortized discount and debt issuance costs(1)
|
|
(1,349) |
|
|
(306) |
|
|
|
|
|
|
| Unamortized discount and debt issuance costs |
|
(207) |
|
|
(182) |
|
| Total long-term debt, net of unamortized discount and debt issuance costs |
|
$ |
22,582 |
|
|
$ |
22,507 |
|
(1)Includes notes that amortize based on a fixed amortization schedule as set forth in their respective indentures.
(2)Issued in June 2026, pursuant to the same base indenture as the other CQP Senior Notes, supplemented by the eleventh and twelfth supplemental indentures for the 2036 CQP Senior Notes and 2056 CQP Senior Notes, respectively. See our annual report on Form 10-K for the fiscal year ended December 31, 2025 for additional information regarding the guarantee, security and redemption option of the CQP Senior Notes.
(3)Issued in March 2026, pursuant to a base indenture dated as of the issuance date, supplemented by the first and second supplemental indentures for the 2036 Cheniere Senior Notes and 2056 Cheniere Senior Notes, respectively. See our annual report on Form 10-K for the fiscal year ended December 31, 2025 for additional information regarding the guarantee, security and redemption option of the CEI Senior Notes.
|
| Schedule of Line of Credit Facilities and Delayed Draw Term Loan |
Below is a summary of our committed credit facilities outstanding as of September 30, 2026 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SPL Revolving Credit Facility |
|
CQP Revolving Credit Facility |
|
CCH Credit Facility(2)
|
|
CCH Revolving Credit Facility(3)
|
|
Cheniere Revolving Credit Facility(4)
|
|
|
| Total facility size |
|
|
|
|
|
|
|
$ |
1,000 |
|
|
$ |
1,000 |
|
|
$ |
3,260 |
|
|
$ |
1,000 |
|
|
$ |
1,250 |
|
|
|
| Incremental commitments |
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
500 |
|
|
|
| Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Outstanding balance |
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
| Commitments prepaid or terminated |
|
|
|
|
|
|
|
— |
|
|
— |
|
|
1,750 |
|
|
— |
|
|
— |
|
|
|
| Letters of credit issued |
|
|
|
|
|
|
|
127 |
|
|
— |
|
|
— |
|
|
110 |
|
|
— |
|
|
|
| Available commitment |
|
|
|
|
|
|
|
$ |
873 |
|
|
$ |
1,000 |
|
|
$ |
1,510 |
|
|
$ |
890 |
|
|
$ |
1,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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 margin of 0.75% - 1.5% or base rate plus 0.0% - 0.5% |
|
SOFR plus margin of 1.075% - 2.00% or base rate plus 0.075% - 1.00% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment fees on undrawn balance(1)
|
|
|
|
|
|
|
|
0.075% - 0.30% |
|
0.10% - 0.30% |
|
0.525% |
|
0.06% - 0.20% |
|
0.090% - 0.300% |
|
|
Letter of credit fees(1)
|
|
|
|
|
|
|
|
1.0% - 1.75% |
|
1.125% - 2.0% |
|
N/A |
|
0.75% - 1.5% |
|
1.075% - 2.00% |
|
|
| Maturity date |
|
|
|
|
|
|
|
June 23, 2028 |
|
June 23, 2028 |
|
August 28, 2028 |
|
June 26, 2031 |
|
August 1, 2031 |
|
|
(1)The margins 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. The interest rate and the commitment fees of the Cheniere Revolving Credit Facility are also based on the achievement of certain methane emissions management standards.
(2)During the nine months ended September 30, 2026, we prepaid $550 million of outstanding borrowings under the CCH Credit Facility using proceeds from the issuance of the 2036 Cheniere Senior Notes and 2056 Cheniere Senior Notes and canceled $1.2 billion of unused commitments. In June 2026, CCH entered into an amendment to the CCH Credit Facility to, among other things, extend the availability period for disbursements of term loans to December 31, 2027.
(3)In June 2026, CCH entered into the CCH Revolving Credit Facility, which amended and restated the CCH Working Capital Facility to, among other things, decrease the aggregate commitments by $500 million, extend the maturity date by approximately four years and reduce the rates applicable to its interest and fees.
(4)In June 2026, we entered into a Commitment Increase and Maturity Extension Agreement for the Cheniere Revolving Credit Facility to increase the aggregate commitments by $500 million and extend the maturity date by one year.
|