Annual report pursuant to Section 13 and 15(d)

Debt

v3.20.4
Debt
 12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Debt DEBT
 
As of December 31, 2020 and 2019, our debt consisted of the following (in millions):
  December 31,
2020 2019
Long-term debt:
SPL — 4.200% to 6.25% senior secured notes due between 2022 and 2037 and working capital facility (“2020 SPL Working Capital Facility”)
$ 13,650  $ 13,650 
Cheniere Partners — 4.500% to 5.625% senior notes due between 2025 and 2029 and credit facilities (“2019 CQP Credit Facilities”)
4,100  4,100 
Unamortized premium, discount and debt issuance costs, net (170) (171)
Total long-term debt, net 17,580  17,579 
Current debt:
SPL — $1.2 billion Amended and Restated SPL Working Capital Facility (“2015 SPL Working Capital Facility”)
—  — 
Total debt, net $ 17,580  $ 17,579 

Below is a schedule of future principal payments that we are obligated to make, based on current construction schedules, on our outstanding debt at December 31, 2020 (in millions):

Years Ending December 31, Principal Payments
2021 $ — 
2022 1,000
2023 1,500
2024 2,000
2025 3,523
Thereafter 9,727
Total $ 17,750 
Issuances and Redemptions

The following table shows the issuances and redemptions of long-term debt during the year ended December 31, 2020 (in millions):
Issuances Principal Amount Issued
SPL — 4.500% Senior Secured Notes due 2030 (the “2030 SPL Senior Notes”) (1)
$ 2,000 
Year Ended December 31, 2020 total
 $ 2,000 
Redemptions Amount Redeemed
SPL — 5.625% Senior Secured Notes due 2021 (the “2021 SPL Senior Notes”) (1)
$ (2,000)
Year Ended December 31, 2020 total
 $ (2,000)
(1)Proceeds of the 2030 SPL Senior Notes, along with available cash, were used to redeem all of SPL’s outstanding 2021 SPL Senior Notes, resulting in the recognition of debt extinguishment costs of $43 million for the year ended December 31, 2020 relating to the payment of early redemption fees and write off of unamortized debt premium and issuance costs.

Credit Facilities

Below is a summary of our credit facilities outstanding as of December 31, 2020 (in millions):
2020 SPL Working Capital Facility (1) 2019 CQP Credit Facilities
Original facility size $ 1,200  $ 1,500 
Less:
Outstanding balance —  — 
Commitments prepaid or terminated —  750 
Letters of credit issued 413  — 
Available commitment $ 787  $ 750 
Priority ranking Senior secured Senior secured
Interest rate on available balance
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%
Weighted average interest rate of outstanding balance n/a n/a
Maturity date March 19, 2025 May 29, 2024
(1)The 2020 SPL Working Capital Facility contains customary conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. SPL pays a commitment fee equal to an annual rate of 0.1% to 0.3% (depending on the then-current rating of SPL), which accrues on the daily amount of the total commitment less the sum of (1) the outstanding principal amount of loans, (2) letters of credit issued and (3) the outstanding principal amount of swing line loans.

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.

As of December 31, 2020, 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):
Year Ended December 31,
2020 2019 2018
Total interest cost $ 1,005  $ 972  $ 936 
Capitalized interest (96) (87) (203)
Total interest expense, net of capitalized interest $ 909  $ 885  $ 733 

Fair Value Disclosures

The following table shows the carrying amount and estimated fair value of our debt (in millions):
December 31, 2020 December 31, 2019
  Carrying
Amount		 Estimated
Fair Value		 Carrying
Amount		 Estimated
Fair Value
Senior notes — Level 2 (1) $ 16,950  $ 19,113  $ 16,950  $ 18,320 
Senior notes — Level 3 (2) 800  1,036 800  934 
Credit facilities (3) —  —  —  — 
(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.
(3)The Level 3 estimated fair value approximates the principal amount 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.