Cheniere Energy, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Debt (Tables)

Debt (Tables)

3 Months Ended

Mar. 31, 2022

Our debt consisted of the following (in millions):



	March 31,		December 31,
	2022		2021
SPL:
Senior Secured Notes:

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		1,282
Total SPL Senior Secured Notes	13,132		13,132
$1.2 billion Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement (the “2020 SPL Working Capital Facility”)	—		—
Total debt - SPL	13,132		13,132

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
Total CQP Senior Notes	4,200		4,200
CQP Credit Facilities executed in 2019 (“2019 CQP Credit Facilities”)	—		—
Total debt - CQP	4,200		4,200

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		2,721
Total CCH Senior Secured Notes	8,471		8,471
CCH Credit Facility (1)	1,439		1,728
$1.2 billion CCH Working Capital Facility (“CCH Working Capital Facility”) (2)	—		250
Total debt - CCH	9,910		10,449

Cheniere:
4.625% Senior Secured Notes due 2028	2,000		2,000

2045 Cheniere Convertible Senior Notes (3)	—		625
$1.25 billion Cheniere Revolving Credit Facility (“Cheniere Revolving Credit Facility”)	—		—

Total debt - Cheniere	2,000		2,625

Cheniere Marketing: trade finance facilities and letter of credit facility (2)	—		—
Total debt	29,242		30,406

Current portion of long-term debt	(62)		(117)
Short-term debt	—		(250)
Unamortized premium, discount and debt issuance costs, net	(273)		(590)
Total long-term debt, net of premium, discount and debt issuance costs	$	28,907	$	29,449

(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 Line of Credit Facilities and Delayed Draw Term Loan

Below is a summary of our committed credit facilities outstanding as of March 31, 2022 (in millions):


	2020 SPL Working Capital Facility		2019 CQP Credit Facilities		CCH Credit Facility		CCH Working Capital Facility		Cheniere Revolving Credit Facility
Total facility size	$	1,200	$	750	$	1,439	$	1,200	$	1,250

Less:
Outstanding balance	—		—		1,439		—		—

Letters of credit issued	368		—		—		276		—
Available commitment	$	832	$	750	$	—	$	924	$	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% (1)		LIBOR plus 1.25% - 1.75% or base rate plus 0.25% - 0.75% (1)		LIBOR plus 1.250% - 2.375% or base rate plus 0.250% - 1.375% (1)
Weighted average interest rate of outstanding balance	n/a		n/a		2.21%		n/a		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)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):


	Three Months Ended March 31,
		2022		2021
Interest cost on convertible notes:
Interest per contractual rate		$	—	$	12
Amortization of debt discount		—		5
Amortization of debt issuance costs		—		—
Total interest cost related to convertible notes		—		17
Interest cost on debt and finance leases excluding convertible notes		372		400
Total interest cost		372		417
Capitalized interest		(23)		(61)
Total interest expense, net of capitalized interest		$	349	$	356

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):


	March 31, 2022				December 31, 2021
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior notes — Level 2 (1)	$	24,550	$	25,196	$	24,550	$	26,725
Senior notes — Level 3 (2)	3,253		3,356		3,253		3,693



2045 Cheniere Convertible Senior Notes — Level 1 (3)	—		—		625		526

(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 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.