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)

9 Months Ended

Sep. 30, 2022

Debt consisted of the following (in millions):



	September 30,		December 31,
	2022		2021
SPL:
Senior Secured Notes:

5.625% due 2023 (the “2023 SPL Senior Notes”) (1)	$	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
Working capital revolving credit and letter of credit reimbursement agreement (the “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
Credit facilities (the “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 (2)	1,500		1,500
3.700% due 2029 (2)	1,492		1,500
3.72% weighted average rate due 2039 (2)	2,699		2,721
Total CCH Senior Secured Notes	8,441		8,471
CCH Credit Facility	—		1,728
Working capital facility (the “CCH Working Capital Facility”) (3)	—		250
Total debt - CCH	8,441		10,449

Cheniere:
4.625% Senior Secured Notes due 2028	1,500		2,000

2045 Cheniere Convertible Senior Notes (4)	—		625
Revolving credit facility (the “Cheniere Revolving Credit Facility”)	—		—

Total debt - Cheniere	1,500		2,625

Cheniere Marketing: trade finance facilities and letter of credit facility (3)	—		—
Total debt	27,273		30,406

Current portion of long-term debt	(219)		(117)
Short-term debt	(1,498)		(250)
Unamortized premium, discount and debt issuance costs, net	(231)		(590)
Total long-term debt, net of premium, discount and debt issuance costs	$	25,325	$	29,449

(1)In October 2022, $300 million of the 2023 SPL Senior Notes were redeemed. As of September 30, 2022, the entire amount of the 2023 SPL Senior Notes was classified as short-term debt.

(2)Subsequent to September 30, 2022 and through October 31, 2022, we executed bond repurchases totaling $221 million, inclusive of CCH’s Senior Secured Notes due 2027, 2029 and 2039 on the open market, which are classified as current portion of long-term debt as of September 30, 2022 net of discount and debt issuance costs of $2 million.

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

(4)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 September 30, 2022 (in millions):


	SPL Working Capital Facility		CQP Credit Facilities		CCH Credit Facility (1)		CCH Working Capital Facility (1)		Cheniere Revolving Credit Facility
Total facility size	$	1,200	$	750	$	3,260	$	1,500	$	1,250

Less:
Outstanding balance	—		—		—		—		—

Letters of credit issued	363		—		—		218		—
Available commitment	$	837	$	750	$	3,260	$	1,282	$	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%		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 applicable margin		LIBOR plus 1.250% - 2.375% or base rate plus 0.250% - 1.375% (2)

Commitment fees on undrawn balance	0.15%		0.49%		0.53%		0.18%		0.25%
Maturity date	March 19, 2025		May 29, 2024		(3)		June 15, 2027		October 28, 2026

(1)In June 2022, CCH amended and restated the CCH Credit Facility and the CCH Working Capital Facility resulting in $20 million of debt extinguishment and modification costs to, among other things, (1) provide incremental commitments of $3.7 billion and $300 million for the CCH Credit Facility and the CCH Working Capital Facility, respectively, in connection with the FID with respect to the Corpus Christi Stage 3 Project, (2) extend the maturity, (3) update the indexed interest rate to SOFR and (4) make certain other changes to the terms and conditions of each existing facility.

(2)This facility was amended in 2021 to establish a SOFR-indexed replacement rate for LIBOR.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Interest cost on convertible notes:
Interest per contractual rate	$	—	$	6	$	—	$	29
Amortization of debt discount and debt issuance costs	—		1		—		9

Total interest cost related to convertible notes	—		7		—		38
Interest cost on debt and finance leases excluding convertible notes	376		391		1,118		1,178
Total interest cost	376		398		1,118		1,216
Capitalized interest	(22)		(34)		(58)		(128)
Total interest expense, net of capitalized interest	$	354	$	364	$	1,060	$	1,088

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):


	September 30, 2022				December 31, 2021
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior notes — Level 2 (1)	$	24,020	$	22,461	$	24,550	$	26,725
Senior notes — Level 3 (2)	3,253		2,916		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.