Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.23.1
Debt
 3 Months Ended
Mar. 31, 2023
Debt Disclosure [Abstract]  
Debt DEBT
Debt consisted of the following (in millions): 
March 31, December 31,
2023 2022
SPL:
Senior Secured Notes:
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 
4.746% weighted average rate due 2037
 1,782  1,782 
Total SPL Senior Secured Notes 12,132  12,132 
Working capital revolving credit and letter of credit reimbursement agreement (the “SPL Working Capital Facility”)
 —  — 
Total debt - SPL 12,132  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 
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 (the “2024 CCH Senior Notes”)
 —  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
 2,541  2,633 
Total CCH Senior Secured Notes 6,358  7,254 
CCH Credit Facility —  — 
Working capital facility (the “CCH Working Capital Facility”) (1)
 —  — 
Total debt - CCH 6,358  7,254 
Cheniere:
4.625% Senior Secured Notes due 2028
 1,500  1,500 
Revolving credit facility (the “Cheniere Revolving Credit Facility”)
 —  — 
Total debt - Cheniere 1,500  1,500 
Cheniere Marketing: trade finance facilities (1)
—  — 
Total debt 24,190  25,086 
Current portion of long-term debt (2) (61) (813)
Long-term portion of unamortized premium, discount and debt issuance costs, net (201) (218)
Total long-term debt, net of premium, discount and debt issuance costs $ 23,928  $ 24,055 
(1)These debt instruments are classified as short-term debt as we are required to reduce the aggregate outstanding principal amount of the CCH Working Capital Facility to zero for a period of five consecutive business days at least once each year, and the borrowings under the Cheniere Marketing trade finance facilities are required to be repaid within 90 days.
(2)As of March 31, 2023, $61 million of debt with contractual maturities of greater than one year was classified as current portion of long-term debt based on our intent and ability to repay the debt with cash that was on hand at March 31, 2023, including repurchases of debt subsequent to the balance sheet date and through April 26, 2023.
Credit Facilities

Below is a summary of our committed credit facilities outstanding as of March 31, 2023 (in millions):
SPL Working Capital Facility
CQP Credit Facilities
CCH Credit Facility
CCH Working Capital Facility
Cheniere Revolving Credit Facility
Total facility size $ 1,200  $ 750  $ 3,260  $ 1,500  $ 1,250 
Less:
Outstanding balance —  —  —  —  — 
Letters of credit issued 329  —  —  162  — 
Available commitment $ 871  $ 750  $ 3,260  $ 1,338  $ 1,250 
Priority ranking Senior secured Unsecured Senior secured Senior secured Unsecured
Interest rate on available balance (1)
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 0.0% - 0.5%
LIBOR plus 1.125% - 2.250% or base rate plus 0.125% - 1.250%
Commitment fees on undrawn balance (1)
0.10% - 0.30%
0.375% - 0.638%
0.525%
0.10% - 0.20%
0.125% - 0.375%
Maturity date March 19, 2025 May 29, 2024 (2) June 15, 2027 October 28, 2026
(1)The margin on the interest rate and the commitment fees is subject to change based on the applicable entity’s credit rating.
(2)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.

Restrictive Debt Covenants

The indentures governing our senior notes and other agreements underlying our debt contain customary terms and events of default and certain covenants that, among other things, may limit us, our subsidiaries’ and its restricted subsidiaries’ ability to make certain investments or pay dividends or distributions. SPL, CQP and CCH are restricted from making distributions under agreements governing their respective indebtedness generally until, among other requirements, appropriate reserves have been established for debt service using cash or letters of credit and a historical debt service coverage ratio and projected debt service coverage ratio of at least 1.25:1.00 is satisfied.

As of March 31, 2023, each of our issuers was in compliance with all covenants related to their respective debt agreements.

Interest Expense

Total interest expense, net of capitalized interest, consisted of the following (in millions):
  Three Months Ended March 31,
2023 2022
Total interest cost $ 321  $ 372 
Capitalized interest (24) (23)
Total interest expense, net of capitalized interest $ 297  $ 349 
Fair Value Disclosures

The following table shows the carrying amount and estimated fair value of our debt (in millions):
  March 31, 2023 December 31, 2022
  Carrying
Amount		 Estimated
Fair Value		 Carrying
Amount		 Estimated
Fair Value
Senior notes — Level 2 (1)
$ 20,867  $ 20,082  $ 21,763  $ 20,539 
Senior notes — Level 3 (2)
3,323  3,094  3,323  2,961 
(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. 

The estimated fair value of our credit facilities approximates the principal amount outstanding 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.