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, 2021

As of December 31, 2021 and 2020, our debt consisted of the following (in millions):


	December 31,

	2021		2020
SPL:
Senior Secured Notes:
6.25% due 2022	$	—	$	1,000
5.625% due 2023	1,500		1,500
5.75% due 2024	2,000		2,000
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
4.27% weighted average rate due 2037	1,282		800
Total SPL Senior Secured Notes	13,132		13,650
$1.2 billion Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement (the “2020 SPL Working Capital Facility”)	—		—
Total debt - SPL	13,132		13,650

CQP:
Senior Notes:
5.250% due 2025	—		1,500
5.625% due 2026	—		1,100
4.500% due 2029	1,500		1,500
4.000% due 2031	1,500		—
3.25% due 2032	1,200		—
Total CQP Senior Notes	4,200		4,100
CQP Credit Facilities executed in 2019 (“2019 CQP Credit Facilities”)	—		—
Total debt - CQP	4,200		4,100

CCH:
Senior Secured Notes:
7.000% due 2024	1,250		1,250
5.875% due 2025	1,500		1,500
5.125% due 2027	1,500		1,500
3.700% due 2029	1,500		1,500
3.72% weighted average rate due 2039	2,721		1,971
Total CCH Senior Secured Notes	8,471		7,721
CCH Credit Facility (1)	1,728		2,627
$1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”) (2)	250		140
Total debt - CCH	10,449		10,488

Cheniere:
4.625% Senior Secured Notes due 2028 (“Cheniere Senior Secured Notes”)	2,000		2,000
4.875% Convertible Unsecured Notes due 2021 (“2021 Cheniere Convertible Unsecured Notes”) (1)	—		476
2045 Cheniere Convertible Senior Notes (3)	625		625
$1.25 billion Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”)	—		—
Cheniere’s term loan facility (“Cheniere Term Loan Facility”)	—		148
Total debt - Cheniere	2,625		3,249

Cheniere Marketing: trade finance facilities and letter of credit facility (2)	—		—
Total debt	30,406		31,487

Current portion of long-term debt	(117)		(232)
Short-term debt	(250)		(140)
Unamortized premium, discount and debt issuance costs, net	(590)		(644)
Total long-term debt, net of premium, discount and debt issuance costs	$	29,449	$	30,471

(1)A portion of the outstanding balance that is due within one year is classified as current portion of long-term debt.

(2)These debt instruments are classified as short-term debt.

(3)The redemption of these notes was financed with borrowings under the Cheniere Revolving Credit Facility, which is a long-term debt instrument. Therefore, the 2045 Cheniere Convertible Senior Notes were classified as long-term debt as of December 31, 2021. See Convertible Notes section below for further discussion of the redemption.

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, 2021 (in millions):


Years Ending December 31,	Principal Payments
2022 (1)	$	992
2023	1,567
2024	4,794
2025	3,537
2026	1,579
Thereafter	17,937
Total	$	30,406

(1)Includes $625 million aggregate principal amount outstanding of the 2045 Cheniere Convertible Senior Notes as we issued a notice of redemption on December 6, 2021 for all amounts outstanding. As discussed above, the balance is classified as long-term debt in our Consolidated Balance Sheets as the redemption was financed with long-term borrowings subsequent to the balance sheet date. See Convertible Notes section below for further discussion of the redemption.

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, 2021 (in millions):


	2020 SPL Working Capital Facility (1)		2019 CQP Credit Facilities (2)		CCH Credit Facility (3)		CCH Working Capital Facility (4)		Cheniere Revolving Credit Facility (5)
Original facility size	$	1,200	$	1,500	$	8,404	$	350	$	750
Incremental commitments	—		—		1,566		850		500
Less:
Outstanding balance	—		—		1,729		250		—
Commitments prepaid or terminated	—		750		8,241		—		—
Letters of credit issued	395		—		—		361		—
Available commitment	$	805	$	750	$	—	$	589	$	1,250

Priority ranking	Senior secured		Senior secured		Senior secured		Senior secured		Senior secured
Interest rate on available balance	LIBOR plus 1.125% - 1.750% or base rate plus 0.125% - 0.750%		LIBOR plus 1.25% - 2.125% or base rate plus 0.25% - 1.125%		LIBOR plus 1.75% or base rate plus 0.75% (6)		LIBOR plus 1.25% - 1.75% or base rate plus 0.25% - 0.75% (6)		LIBOR plus 1.250% - 2.375% or base rate plus 0.250% - 1.375% (6)
Weighted average interest rate of outstanding balance	n/a		n/a		1.85%		3.50%		n/a
Commitment fees on undrawn balance	0.20%		0.49%		n/a		0.50%		0.25%
Maturity date	March 19, 2025		May 29, 2024		June 30, 2024		June 29, 2023		October 28, 2026

(1)The obligations of SPL under the 2020 SPL Working Capital 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 2020 SPL Working Capital Facility contains customary conditions precedent for extensions

(2)See CQP Senior Notes section above for discussion of the rights and privileges of the 2019 CQP Credit Facilities.

(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 Cheniere 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 is secured by a first priority security interest (subject to permitted liens and other customary exceptions) in substantially all of our assets, including our interests in our direct subsidiaries (other than certain excluded subsidiaries). 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)These facilities were amended in 2021 to establish a SOFR-indexed replacement rate for LIBOR.

Schedule of Interest Expense

Total interest expense, net of capitalized interest, including interest expense related to our convertible notes, consisted of the following (in millions):


	Year Ended December 31,
		2021		2020		2019
Interest cost on convertible notes:
Interest per contractual rate		$	36	$	152	$	256
Amortization of debt discount		10		45		40
Amortization of debt issuance costs		—		8		12
Total interest cost related to convertible notes		46		205		308
Interest cost on debt and finance leases excluding convertible notes		1,558		1,568		1,538
Total interest cost		1,604		1,773		1,846
Capitalized interest		(166)		(248)		(414)
Total interest expense, net of capitalized interest		$	1,438	$	1,525	$	1,432

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

The following table shows the carrying amount and estimated fair value of our debt (in millions):


	December 31, 2021				December 31, 2020
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior notes — Level 2 (1)	$	24,550	$	26,725	$	24,700	$	27,897
Senior notes — Level 3 (2)	3,253		3,693		2,771		3,423
Credit facilities — Level 3 (3)	1,978		1,978		2,915		2,915
2021 Cheniere Convertible Unsecured Notes — Level 3 (2)	—		—		476		480

2045 Cheniere Convertible Senior Notes — Level 1 (4)	625		526		625		496

(1)The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of these senior notes and other similar instruments.

(2)The Level 3 estimated fair value was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price and interest rates based on debt issued by parties with comparable credit ratings to us and inputs that are not observable in the market.

(3)The Level 3 estimated fair value approximates the principal amount 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.

(4)The Level 1 estimated fair value was based on unadjusted quoted prices in active markets for identical liabilities that we had the ability to access at the measurement date.