Long-Term Debt (Tables)
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9 Months Ended |
Sep. 30, 2015 |
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| Debt Instrument [Line Items] |
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| Schedule of Long-term Debt Instruments |
As of September 30, 2015 and December 31, 2014, our long-term debt consisted of the following (in thousands):
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Interest |
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September 30, |
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December 31, |
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Rate |
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2015 |
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2014 |
Long-term debt |
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2016 SPLNG Senior Notes |
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7.500% |
|
$ |
1,665,500 |
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|
$ |
1,665,500 |
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2020 SPLNG Senior Notes |
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6.500% |
|
420,000 |
|
|
420,000 |
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2021 SPL Senior Notes |
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5.625% |
|
2,000,000 |
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|
2,000,000 |
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2022 SPL Senior Notes |
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6.250% |
|
1,000,000 |
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|
1,000,000 |
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2023 SPL Senior Notes |
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5.625% |
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1,500,000 |
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|
1,500,000 |
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2024 SPL Senior Notes |
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5.750% |
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2,000,000 |
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|
2,000,000 |
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2025 SPL Senior Notes |
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5.625% |
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2,000,000 |
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|
— |
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2015 SPL Credit Facilities (1) |
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(2) |
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250,000 |
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|
— |
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2021 Cheniere Convertible Unsecured Notes |
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4.875% |
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1,028,953 |
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|
1,004,469 |
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2025 CCH HoldCo II Convertible Senior Notes |
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11.000% |
|
1,003,667 |
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|
— |
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2045 Cheniere Convertible Senior Notes |
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4.250% |
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625,000 |
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|
— |
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CTPL Term Loan (3) |
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(4) |
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400,000 |
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|
400,000 |
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2015 CCH Credit Facility (5) |
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(6) |
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2,428,000 |
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— |
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SPL Working Capital Facility (7) |
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(8) |
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— |
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— |
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Total long-term debt |
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16,321,120 |
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9,989,969 |
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Long-term debt premium (discount) |
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2016 SPLNG Senior Notes |
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|
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(5,477 |
) |
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(8,998 |
) |
2021 SPL Senior Notes |
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|
|
9,090 |
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|
10,177 |
|
2023 SPL Senior Notes |
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|
|
6,570 |
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|
7,088 |
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2021 Cheniere Convertible Unsecured Notes |
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|
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(174,133 |
) |
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(189,717 |
) |
2045 Cheniere Convertible Senior Notes |
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|
|
(319,579 |
) |
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— |
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CTPL Term Loan |
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|
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(1,681 |
) |
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(2,435 |
) |
Total long-term debt, net |
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$ |
15,835,910 |
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$ |
9,806,084 |
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(1) |
Matures on the earlier of December 31, 2020 or the second anniversary of the completion date of Trains 1 through 5 of the SPL Project.
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(2) |
Variable interest rate, at SPL’s election, is LIBOR or the base rate plus the applicable margin. The applicable margins for LIBOR loans range from 1.30% to 1.75%, depending on the applicable 2015 SPL Credit Facility, and the applicable margin for base rate loans is 1.75%. Interest on LIBOR loans is due and payable at the end of each LIBOR period, and interest on base rate loans is due and payable at the end of each quarter.
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(3) |
Matures on May 28, 2017 when the full amount of the outstanding principal obligations must be repaid. |
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(4) |
Variable interest rate, at CTPL’s election, is LIBOR or the base rate plus the applicable margin. CTPL has historically elected LIBOR loans, for which the applicable margin is 3.25% and is due and payable at the end of each LIBOR period.
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(5) |
Matures on the earlier of May 13, 2022 or the second anniversary of the completion date of the first two Trains of the CCL Project.
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(6) |
Variable interest rate, at CCH’s election, is LIBOR or the base rate plus the applicable margin. The applicable margins for LIBOR loans are 2.25% prior to completion of the first two Trains of the CCL Project and 2.50% on completion and thereafter. The applicable margins for base rate loans are 1.25% prior to completion of the first two Trains of the CCL Project and 1.50% on completion and thereafter. Interest on LIBOR loans is due and payable at the end of each applicable interest period, and interest on base rate loans is due and payable at the end of each quarter.
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(7) |
Matures on December 31, 2020, with various terms for underlying loans, as further described below under SPL Working Capital Facility. As of September 30, 2015 and December 31, 2014, no loans were outstanding under the SPL Working Capital Facility or the SPL LC Agreement it replaced.
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(8) |
Variable interest rates, based on LIBOR or the base rate, as further described below under SPL Working Capital Facility.
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| Schedule of Carrying Values and Estimated Fair Values of Debt Instruments |
The following table (in thousands) shows the carrying amount and estimated fair value of our long-term debt:
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September 30, 2015 |
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December 31, 2014 |
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Carrying
Amount
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Estimated
Fair Value
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Carrying
Amount
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Estimated
Fair Value
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2016 SPLNG Senior Notes, net of discount (1) |
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$ |
1,660,023 |
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$ |
1,684,923 |
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$ |
1,656,502 |
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$ |
1,718,621 |
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2020 SPLNG Senior Notes (1) |
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420,000 |
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|
410,550 |
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|
420,000 |
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|
428,400 |
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2021 SPL Senior Notes, net of premium (1) |
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2,009,090 |
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1,853,386 |
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|
2,010,177 |
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|
1,985,050 |
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2022 SPL Senior Notes (1) |
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1,000,000 |
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|
930,000 |
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|
1,000,000 |
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|
1,020,000 |
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2023 SPL Senior Notes, net of premium (1) |
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1,506,570 |
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1,344,614 |
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|
1,507,089 |
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|
1,476,947 |
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2024 SPL Senior Notes (1) |
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2,000,000 |
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|
1,765,000 |
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|
2,000,000 |
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|
1,970,000 |
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2025 SPL Senior Notes (1) |
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2,000,000 |
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|
1,755,000 |
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|
— |
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|
— |
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2015 SPL Credit Facilities (2) |
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250,000 |
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|
250,000 |
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|
— |
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— |
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2021 Cheniere Convertible Unsecured Notes, net of discount (3) |
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854,820 |
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|
894,160 |
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|
814,751 |
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|
1,025,563 |
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2025 CCH HoldCo II Convertible Senior Notes (3) |
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1,003,667 |
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|
900,490 |
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— |
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— |
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2045 Cheniere Convertible Senior Notes, net of discount (4) |
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305,421 |
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390,263 |
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— |
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— |
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CTPL Term Loan, net of discount (2) |
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398,319 |
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400,000 |
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397,565 |
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400,000 |
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2015 CCH Credit Facility (2) |
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2,428,000 |
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2,428,000 |
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— |
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— |
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SPL Working Capital Facility (2) |
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— |
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— |
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— |
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— |
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(1) |
The Level 2 estimated fair value was based on quotations obtained from broker-dealers who make markets in these and similar instruments based on the closing trading prices on September 30, 2015 and December 31, 2014, as applicable.
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(2) |
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. |
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(3) |
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. |
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(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. |
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| Convertible Notes [Member] |
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| Debt Instrument [Line Items] |
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| Schedule of Interest Expense Related to Convertible Notes |
Interest expense, before capitalization, related to the 2021 Cheniere Convertible Unsecured Notes, the 2025 CCH HoldCo II Convertible Senior Notes and the 2045 Cheniere Convertible Senior Notes (together, the “Convertible Notes”) consisted of the following (in thousands):
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2015 |
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2014 |
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2015 |
|
2014 |
Interest per contractual rate |
|
$ |
46,782 |
|
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$ |
— |
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$ |
97,991 |
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$ |
— |
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Amortization of debt discount |
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7,233 |
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— |
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|
20,948 |
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— |
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Amortization of debt issuance costs |
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1,133 |
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— |
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|
1,748 |
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— |
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Total interest expense related to the Convertible Notes |
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$ |
55,148 |
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$ |
— |
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$ |
120,687 |
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$ |
— |
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