Debt | DEBT As of March 31, 2017 and December 31, 2016 , our debt consisted of the following (in millions): March 31, December 31, 2017 2016 Long-term debt: SPL 5.625% Senior Secured Notes due 2021 (“2021 SPL Senior Notes”), net of unamortized premium of $7 and $7 $ 2,007 $ 2,007 6.25% Senior Secured Notes due 2022 (“2022 SPL Senior Notes”) 1,000 1,000 5.625% Senior Secured Notes due 2023 (“2023 SPL Senior Notes”), net of unamortized premium of $5 and $6 1,505 1,506 5.75% Senior Secured Notes due 2024 (“2024 SPL Senior Notes”) 2,000 2,000 5.625% Senior Secured Notes due 2025 (“2025 SPL Senior Notes”) 2,000 2,000 5.875% Senior Secured Notes due 2026 (“2026 SPL Senior Notes”) 1,500 1,500 5.00% Senior Secured Notes due 2027 (“2027 SPL Senior Notes”) 1,500 1,500 4.200% Senior Secured Notes due 2028 (“2028 SPL Senior Notes”), net of unamortized discount of $1 and zero 1,349 — 5.00% Senior Secured Notes due 2037 (“2037 SPL Senior Notes”) 800 — 2015 SPL Credit Facilities — 314 Cheniere Partners 2016 CQP Credit Facilities 2,560 2,560 Unamortized debt issuance costs (201 ) (178 ) Total long-term debt, net 16,020 14,209 Current debt: $1.2 billion SPL Working Capital Facility (“SPL Working Capital Facility”) — 224 Total debt, net $ 16,020 $ 14,433 2017 Debt Issuances and Redemptions Senior Notes In February 2017, SPL issued an aggregate principal amount of $800 million of the 2037 SPL Senior Notes on a private placement basis in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended. In March 2017, SPL issued an aggregate principal amount of $1.35 billion , before discount, of the 2028 SPL Senior Notes . Net proceeds of the offerings of the 2037 SPL Senior Notes and the 2028 SPL Senior Notes were $789 million and $1.33 billion , respectively, after deducting the initial purchasers’ commissions (for the 2028 SPL Senior Notes ) and estimated fees and expenses. The net proceeds of the 2037 SPL Senior Notes were used to repay the then outstanding borrowings of $369 million under the 2015 SPL Credit Facilities and, along with the net proceeds of the 2028 SPL Senior Notes , the remainder is being used to pay a portion of the capital costs in connection with the construction of Trains 1 through 5 of the Liquefaction Project in lieu of the terminated portion of the commitments under the 2015 SPL Credit Facilities . In connection with the issuance of the 2037 SPL Senior Notes and the 2028 SPL Senior Notes , SPL terminated the remaining available balance of $1.6 billion under the 2015 SPL Credit Facilities , resulting in a write-off of debt issuance costs associated with the 2015 SPL Credit Facilities of $42 million during the three months ended March 31, 2017 . The 2037 SPL Senior Notes and the 2028 SPL Senior Notes accrue interest at fixed rates of 5.00% and 4.200% , respectively, and interest is payable semi-annually in arrears. The terms of the 2037 SPL Senior Notes are governed by an indenture which contains customary terms and events of default and certain covenants that, among other things, limit SPL’s ability and the ability of SPL’s restricted subsidiaries to incur additional indebtedness or issue preferred stock, make certain investments or pay dividends or distributions on capital stock or subordinated indebtedness or purchase, redeem or retire capital stock, sell or transfer assets, including capital stock of SPL’s restricted subsidiaries, restrict dividends or other payments by restricted subsidiaries, incur liens, enter into transactions with affiliates, dissolve, liquidate, consolidate, merge, sell or lease all or substantially all of SPL’s assets and enter into certain LNG sales contracts. The 2028 SPL Senior Notes are governed by the same common indenture as the other senior notes, which also contains customary terms and events of default, covenants and redemption terms. At any time prior to six months before the respective dates of maturity of the 2037 SPL Senior Notes and the 2028 SPL Senior Notes , SPL may redeem all or part of such notes at a redemption price equal to the “optional redemption” price for the 2037 SPL Senior Notes or the “make-whole” price for the 2028 SPL Senior Notes , as set forth in the respective indentures governing the notes, plus accrued and unpaid interest, if any, to the date of redemption. SPL may also, at any time within six months of the respective maturity dates for the 2037 SPL Senior Notes and the 2028 SPL Senior Notes , redeem all or part of such notes at a redemption price equal to 100% of the principal amount of such notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption. In connection with the issuance of the 2028 SPL Senior Notes , SPL entered into a registration rights agreement (the “SPL Registration Rights Agreement”) . Under the terms of the SPL Registration Rights Agreement , SPL has agreed, and any future guarantors will agree, to use commercially reasonable efforts to file with the SEC and cause to become effective a registration statement relating to an offer to exchange any and all of the 2028 SPL Senior Notes for a like aggregate principal amount of debt securities of SPL with terms identical in all material respects to the 2028 SPL Senior Notes sought to be exchanged (other than with respect to restrictions on transfer or to any increase in annual interest rate), within 360 days after March 6, 2017. Under specified circumstances, SPL has also agreed, and any future guarantors will also agree, to use commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the 2028 SPL Senior Notes . SPL will be obligated to pay additional interest on the 2028 SPL Senior Notes if it fails to comply with its obligation to register them within the specified time period. Credit Facilities Below is a summary (in millions) of our credit facilities outstanding as of March 31, 2017 : SPL Working Capital Facility 2016 CQP Credit Facilities Original facility size $ 1,200 $ 2,800 Outstanding balance — 2,560 Letters of credit issued 377 50 Available commitment $ 823 $ 190 Interest rate LIBOR plus 1.75% or base rate plus 0.75% LIBOR plus 2.25% or base rate plus 1.25% (1) Maturity date December 31, 2020, with various terms for underlying loans February 25, 2020, with principals due quarterly commencing on February 19, 2019 (1) There is a 0.50% step-up for both LIBOR and base rate loans beginning on February 25, 2019. Interest Expense Total interest expense consisted of the following (in millions): Three Months Ended March 31, 2017 2016 Total interest cost $ 211 $ 192 Capitalized interest (81 ) (149 ) Total interest expense, net $ 130 $ 43 Fair Value Disclosures The following table (in millions) shows the carrying amount and estimated fair value of our debt: March 31, 2017 December 31, 2016 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Senior notes, net of premium or discount (1) $ 12,861 $ 13,807 $ 11,513 $ 12,309 2037 SPL Senior Notes (2) 800 826 — — Credit facilities (3) 2,560 2,560 3,098 3,098 (1) Includes 2021 SPL Senior Notes , 2022 SPL Senior Notes , 2023 SPL Senior Notes , 2024 SPL Senior Notes , 2025 SPL Senior Notes , 2026 SPL Senior Notes , 2027 SPL Senior Notes and 2028 SPL Senior Notes . 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 our stock price and interest rates based on debt issued by parties with comparable credit ratings to us and inputs that are not observable in the market. (3) Includes 2015 SPL Credit Facilities , SPL Working Capital Facility and 2016 CQP Credit Facilities . 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. |