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, 2023

Debt consisted of the following (in millions):


	December 31,

	2023		2022
SPL:
Senior Secured Notes:


5.750% due 2024 (the “2024 SPL Senior Notes”)	$	300	$	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
4.746% weighted average rate due 2037	1,782		1,782
Total SPL Senior Secured Notes	10,432		12,132
Working capital revolving credit and letter of credit reimbursement agreement (the “SPL Working Capital Facility”)	—		—
Revolving credit and guaranty agreement (the “SPL Revolving Credit Facility”)	—		—
Total debt - SPL	10,432		12,132

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 (the “2033 CQP Senior Notes”)	1,400		—
Total CQP Senior Notes	5,600		4,200
Credit facilities (the “CQP Credit Facilities”)	—		—
Revolving credit and guaranty agreement (the “CQP Revolving Credit Facility”)	—		—
Total debt - CQP	5,600		4,200

CCH:
Senior Secured Notes:
7.000% due 2024	—		498
5.875% due 2025	1,491		1,491
5.125% due 2027	1,201		1,271
3.700% due 2029	1,125		1,361
3.788% weighted average rate due 2039	2,539		2,633
Total CCH Senior Secured Notes	6,356		7,254
Term loan facility agreement (the “CCH Credit Facility”)	—		—
Working capital facility agreement (the “CCH Working Capital Facility”) (1)	—		—
Total debt - CCH	6,356		7,254

Cheniere:
4.625% Senior Notes due 2028	1,500		1,500


Revolving credit agreement (the “Cheniere Revolving Credit Facility”)	—		—

Total debt - Cheniere	1,500		1,500


Total debt	23,888		25,086

Current debt, net of discount and debt issuance costs	(300)		(813)

Long-term portion of discount and debt issuance costs, net	(191)		(218)
Total long-term debt, net of discount and debt issuance costs	$	23,397	$	24,055

(1)The CCH Working Capital Facility is classified as short-term debt as we are required to reduce the aggregate outstanding principal amount to zero for a period of five consecutive business days at least once each year.

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, 2023 (in millions):


Years Ending December 31,	Principal Payments
2024	$	300
2025	3,543
2026	1,607
2027	2,889
2028	3,091
Thereafter	12,458
Total	$	23,888

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, 2023 (in millions):


	SPL Revolving Credit Facility (1)(2)		CQP Revolving Credit Facility (1)(3)		CCH Credit Facility (4)		CCH Working Capital Facility (5)		Cheniere Revolving Credit Facility (6)
Total facility size	$	1,000	$	1,000	$	3,260	$	1,500	$	1,250

Less:
Outstanding balance	—		—		—		—		—

Letters of credit issued	280		—		—		155		—
Available commitment	$	720	$	1,000	$	3,260	$	1,345	$	1,250

Priority ranking	Senior secured		Senior unsecured		Senior secured		Senior secured		Unsecured
Interest rate on available balance (7)	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 (7)	0.075% - 0.30%		0.10% - 0.30%		0.525%		0.10% - 0.20%		0.115% - 0.365% (8)
Maturity date	June 23, 2028		June 23, 2028		(9)		June 15, 2027		October 28, 2026

(1)In June 2023, CQP and SPL refinanced and replaced the CQP Credit Facilities and the SPL Working Capital Facility with the CQP Revolving Credit Facility and the SPL Revolving Credit Facility, respectively, resulting in extended maturity dates, revised borrowing capacities, reduced rate of interest and commitment fees applicable thereunder and certain other changes to terms and conditions.

(2)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.

(3)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.

(4)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.

(5)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.

(6)In June 2023, we amended the Cheniere Revolving Credit Facility to update the indexed interest rate to SOFR. 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.

(7)The margin on the interest rate and the commitment fees is subject to change based on the applicable entity’s credit rating.

(8)In April 2023, the commitment fees for the Cheniere Revolving Credit Facility were reduced as a result of achieving certain ESG metrics.

(9)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,
		2023		2022		2021
Interest cost on convertible notes:
Interest per contractual rate		$	—	$	—	$	36
Amortization of debt discount and debt issuance costs		—		—		10

Total interest cost related to convertible notes		—		—		46
Interest cost on debt and finance leases excluding convertible notes		1,265		1,485		1,558
Total interest cost		$	1,265	$	1,485	1,604
Capitalized interest		(124)		(79)		(166)
Total interest expense, net of capitalized interest		$	1,141	$	1,406	$	1,438

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, 2023				December 31, 2022
	Carrying Amount		Estimated Fair Value (1)		Carrying Amount		Estimated Fair Value (1)
Senior notes	$	23,888	$	23,062	$	25,086	$	23,500

(1)As of both December 31, 2023 and 2022, $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 our senior notes are classified as Level 2, based on prices derived from trades or indicative bids of the instruments.