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, 2024

Debt consisted of the following (in millions):


	December 31,

	2024		2023
SPL:
Senior Secured Notes:


5.750% due 2024	$	—	$	300
5.625% due 2025	300		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)	1,782		1,782
Total SPL Senior Secured Notes	8,432		10,432

Revolving credit and guaranty agreement (the “SPL Revolving Credit Facility”)	—		—
Total debt - SPL	8,432		10,432

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
5.950% due 2033 (the “2033 CQP Senior Notes”)	1,400		1,400
5.750% due 2034 (the “2034 CQP Senior Notes”)	1,200		—
Total CQP Senior Notes	6,800		5,600

Revolving credit and guaranty agreement (the “CQP Revolving Credit Facility”)	—		—
Total debt - CQP	6,800		5,600
Total debt	15,232		16,032

Current debt, net of unamortized discount and debt issuance costs (1)	(351)		(300)

Unamortized discount and debt issuance costs	(120)		(126)
Total long-term debt, net of unamortized discount and debt issuance costs	$	14,761	$	15,606

(1)Includes notes that amortize based on a fixed amortization schedule as set forth in their respective indentures.

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, 2024 (in millions):


Years Ending December 31,	Principal Payments
2025	$	352
2026	1,607
2027	1,612
2028	1,468
2029	1,624
Thereafter	8,569
Total	$	15,232

Schedule of Line of Credit Facilities

Below is a summary of our committed credit facilities outstanding as of December 31, 2024 (in millions):


	SPL Revolving Credit Facility (1)		CQP Revolving Credit Facility (2)
Total facility size	$	1,000	$	1,000
Less:
Outstanding balance	—		—

Letters of credit issued	224		—
Available commitment	$	776	$	1,000

Priority ranking	Senior secured		Senior 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%

Commitment fees on undrawn balance (3)	0.075% - 0.30%		0.10% - 0.30%
Letter of credit fees (3)	1.0% - 1.75%		1.125% - 2.0%
Maturity date	June 23, 2028		June 23, 2028

(1)The obligations of SPL under the SPL Revolving Credit 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 Revolving Credit Facility contains customary contractual conditions for extensions of credit.

(2)The obligations under the CQP Revolving Credit Facility are jointly, severally and unconditionally guaranteed by Cheniere Investments, SPLNG, CTPL, Sabine Pass LNG-GP, LLC, Sabine Pass Tug Services, LLC and Cheniere Pipeline GP Interests, LLC.

(3)The margin on the interest rate, the commitment fees and the letter of credit 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,
		2024		2023		2022
Total interest cost		$	808	$	831	$	910
Capitalized interest		(8)		(8)		(40)
Total interest expense, net of capitalized interest		$	800	$	823	$	870

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

The following table shows the carrying amount and estimated fair value of our senior notes (in millions):


	December 31, 2024				December 31, 2023
	Carrying Amount		Estimated Fair Value (1)		Carrying Amount		Estimated Fair Value (1)
Senior notes	$	15,232	$	14,803	$	16,032	$	15,636

(1)As of both December 31, 2024 and 2023, $1.3 billion 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 the fair value of our senior notes was classified as Level 2, based on prices derived from trades or indicative bids of the instruments.