Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.20.2
Debt
 9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Debt DEBT
 
As of September 30, 2020 and December 31, 2019, our debt consisted of the following (in millions):
September 30, December 31,
2020 2019
Long-term debt:
SPL — 4.200% to 6.25% senior secured notes due through 2037 and working capital facility (“2020 SPL Working Capital Facility”)
$ 13,650  $ 13,650 
Cheniere Partners — 4.500% to 5.625% senior notes due through 2029 and credit facilities (“2019 CQP Credit Facilities”)
4,100  4,100 
Unamortized premium, discount and debt issuance costs, net (177) (171)
Total long-term debt, net 17,573  17,579 
Current debt:
$1.2 billion Amended and Restated SPL Working Capital Facility executed in 2015 (“2015 SPL Working Capital Facility”)
 —  — 
Total debt, net $ 17,573  $ 17,579 

Issuances

The following table shows the issuances of debt during the nine months ended September 30, 2020:
Maturity Date Interest Rate Principal Amount Issued (in millions)
Three Months Ended June 30, 2020
SPL — 4.500% Senior Secured Notes due 2030 (the “2030 SPL Senior Notes”) (1)
May 15, 2030 4.500% $ 2,000 
Nine Months Ended September 30, 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 5.625% Senior Secured Notes due 2021 (the “2021 SPL Senior Notes”), resulting in the recognition of debt extinguishment costs of $43 million for the nine months ended September 30, 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 September 30, 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 
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

As of September 30, 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):
Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Total interest cost $ 246  $ 246  $ 759  $ 718 
Capitalized interest (25) (15) (68) (70)
Total interest expense, net of capitalized interest $ 221  $ 231  $ 691  $ 648 

Fair Value Disclosures

The following table shows the carrying amount and estimated fair value of our debt (in millions):
September 30, 2020 December 31, 2019
  Carrying
Amount		 Estimated
Fair Value		 Carrying
Amount		 Estimated
Fair Value
Senior notes — Level 2 (1) $ 16,950  $ 18,666  $ 16,950  $ 18,320 
Senior notes — Level 3 (2) 800  946 800  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.