Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.23.3
Debt
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Debt DEBT
Debt consisted of the following (in millions): 
September 30, December 31,
2023 2022
SPL:
Senior Secured Notes:
5.75% due 2024 (the “2024 SPL Senior Notes”)
$ 350  $ 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
 10,482  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
 10,482  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 
5.95% 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 (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
 2,539  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 23,938  25,086 
Current debt, net of discount and debt issuance costs (349) (813)
Long-term portion of unamortized discount and debt issuance costs, net (200) (218)
Total long-term debt, net of discount and debt issuance costs $ 23,389  $ 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.
Credit Facilities

Below is a summary of our committed credit facilities outstanding as of September 30, 2023 (in millions):
SPL Revolving Credit Facility (1)
CQP Revolving Credit Facility (1)
CCH Credit Facility
CCH Working Capital Facility
Cheniere Revolving Credit Facility (2)
Total facility size $ 1,000  $ 1,000  $ 3,260  $ 1,500  $ 1,250 
Less:
Outstanding balance —  —  —  —  — 
Letters of credit issued 284  —  —  155  — 
Available commitment $ 716  $ 1,000  $ 3,260  $ 1,345  $ 1,250 
Priority ranking Senior secured Senior unsecured Senior secured Senior secured Unsecured
Interest rate on available balance (3)
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 0.115% - 0.365%
Commitment fees on undrawn balance (3)
0.075% - 0.30%
0.10% - 0.30%
0.525%
0.10% - 0.20%
0.115% - 0.365% (4)
Maturity date June 23, 2028 June 23, 2028 (5) 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)In June 2023, we amended the Cheniere Revolving Credit Facility to update the indexed interest rate to SOFR.
(3)The margin on the interest rate and the commitment fees is subject to change based on the applicable entity’s credit rating.
(4)In April 2023, the commitment fees for the Cheniere Revolving Credit Facility were reduced as a result of achieving certain ESG metrics.
(5)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 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 September 30, 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 September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Total interest cost $ 316  $ 376  $ 956  $ 1,118 
Capitalized interest (33) (22) (85) (58)
Total interest expense, net of capitalized interest $ 283  $ 354  $ 871  $ 1,060 
Fair Value Disclosures

The following table shows the carrying amount and estimated fair value of our senior notes (in millions):
  September 30, 2023 December 31, 2022
  Carrying
Amount		 Estimated
Fair Value (1)		 Carrying
Amount		 Estimated
Fair Value (1)
Senior notes
 $ 23,938  $ 22,052  $ 25,086  $ 23,500 
(1)As of September 30, 2023 and December 31, 2022, $2.8 billion and $3.0 billion, respectively, 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.

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.