Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.23.2
Debt
 6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Debt DEBT
Debt consisted of the following (in millions):
June 30, December 31,
2023 2022
SPL:
Senior Secured Notes:
5.75% due 2024 (the “2024 SPL Senior Notes”) (1)
 $ 1,800  $ 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 11,932  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 11,932  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 
Total debt 17,532  16,332 
Current portion of long-term debt (1,796) — 
Long-term portion of unamortized premium, discount and debt issuance costs, net (141) (134)
Total long-term debt, net of premium, discount and debt issuance costs $ 15,595  $ 16,198 
(1)In July 2023, SPL redeemed $1.4 billion aggregate principal amount outstanding of the 2024 SPL Senior Notes using contributed proceeds from the 2033 CQP Senior Notes and cash on hand.
Credit Facilities

Below is a summary of our credit facilities outstanding as of June 30, 2023 (in millions):
SPL Revolving Credit Facility (1)
CQP Revolving Credit Facility (1)
Total facility size $ 1,000  $ 1,000 
Less:
Outstanding balance —  — 
Letters of credit issued 329  — 
Available commitment $ 671  $ 1,000 
Priority ranking Senior secured Senior unsecured
Interest rate on available balance (2)
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%
Commitment fees on undrawn balance (2)
0.075% - 0.30%
0.10% - 0.30%
Maturity date June 23, 2028 June 23, 2028
(1)In June 2023, we 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)The margin on the interest rate and the commitment fees is subject to change based on the applicable entity’s credit rating.

The refinancing and the replacement of the CQP Credit Facilities and the SPL Working Capital Facility resulted in an aggregate of $1 million of debt extinguishment and modification costs.

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 and our restricted subsidiaries’ ability to make certain investments or pay dividends or distributions. SPL is restricted from making distributions under agreements governing its 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 June 30, 2023, we and SPL were in compliance with all covenants related to our respective debt agreements.
Interest Expense

Total interest expense, net of capitalized interest, consisted of the following (in millions):
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Total interest cost $ 209  $ 223  $ 419  $ 447 
Capitalized interest (2) (7) (4) (28)
Total interest expense, net of capitalized interest $ 207  $ 216  $ 415  $ 419 
Fair Value Disclosures

The following table shows the carrying amount and estimated fair value of our senior notes (in millions):
June 30, 2023 December 31, 2022
  Carrying
Amount		 Estimated
Fair Value (1)		 Carrying
Amount		 Estimated
Fair Value (1)
Senior notes $ 17,532  $ 16,748  $ 16,332  $ 15,386 
(1)As of both June 30, 2023 and December 31, 2022, $1.2 billion of the fair value of our senior notes included an illiquidity adjustment which qualified as a Level 3 fair value measurement. The remainder of our senior notes are classified as Level 2, based on prices derived from trades or indicative bids of the instruments or instruments with similar terms, maturities and credit standing.

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.