Cheniere Energy Partners, L.P. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Debt (Tables)

Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt consisted of the following (in millions):


	December 31,

	2022		2021
SPL:
Senior Secured Notes:

5.625% due 2023	$	—	$	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
4.746% weighted average rate due 2037	1,782		1,282
Total SPL Senior Secured Notes	12,132		13,132
Working capital revolving credit and letter of credit reimbursement agreement (the “SPL Working Capital Facility”)	—		—
Total debt - SPL	12,132		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
Total debt	16,332		17,332



Unamortized premium, discount and debt issuance costs, net	(134)		(155)
Total long-term debt, net of premium, discount and debt issuance costs	$	16,198	$	17,177

Schedule of Maturities of Long-term Debt

Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2022 (in millions):


Years Ending December 31,	Principal Payments
2023	$	—
2024	2,000
2025	2,051
2026	1,608
2027	1,612
Thereafter	9,061
Total	$	16,332

Schedule of Line of Credit Facilities

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


	SPL Working Capital Facility (1)		CQP Credit Facilities (2)
Total facility size	$	1,200	$	750
Less:
Outstanding balance	—		—

Letters of credit issued	328		—
Available commitment	$	872	$	750

Priority ranking	Senior secured		Unsecured
Interest rate on available balance (3)	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%

Commitment fees on undrawn balance (3)	0.10% - 0.30%		0.375% - 0.638%
Maturity date	March 19, 2025		May 29, 2024

(1)The obligations of SPL under the SPL Working Capital Facility are secured by substantially all of the assets of SPL as well as a pledge of all of the membership interests in SPL and certain future subsidiaries of SPL on a pari passu basis by a first priority lien with the SPL Senior Secured Notes. The SPL Working Capital Facility contains customary conditions precedent for extensions.

(2)The obligations under the CQP Credit Facilities are unconditionally guaranteed by the CQP Guarantors.

(3)The margin on the interest rate and the commitment fees are subject to change based on the applicable entity’s credit rating.

Schedule of Interest Expense

Total interest expense, net of capitalized interest consisted of the following (in millions):


	Year Ended December 31,
		2022		2021		2020
Total interest cost		$	910	$	963	$	1,005
Capitalized interest		(40)		(132)		(96)
Total interest expense, net of capitalized interest		$	870	$	831	$	909

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):


	December 31, 2022				December 31, 2021
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior notes — Level 2 (1)	$	14,980	$	14,162	$	16,050	$	17,496
Senior notes — Level 3 (2)	1,352		1,224		1,282		1,466

(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 interest rates based on debt issued by parties with comparable credit ratings to us and inputs that are not observable in the market.