Long-Term Debt | LONG-TERM DEBT As of September 30, 2015 and December 31, 2014 , our long-term debt consisted of the following (in thousands): Interest September 30, December 31, Rate 2015 2014 Long-term debt 2021 Senior Notes 5.625% $ 2,000,000 $ 2,000,000 2022 Senior Notes 6.250% 1,000,000 1,000,000 2023 Senior Notes 5.625% 1,500,000 1,500,000 2024 Senior Notes 5.750% 2,000,000 2,000,000 2025 Senior Notes 5.625% 2,000,000 — 2015 Credit Facilities (1) (2) 250,000 — Working Capital Facility (3) (4) — — Total long-term debt 8,750,000 6,500,000 Long-term debt premium 2021 Senior Notes 9,090 10,177 2023 Senior Notes 6,570 7,089 Total long-term debt, net $ 8,765,660 $ 6,517,266 (1) Matures on the earlier of December 31, 2020 or the second anniversary of the completion date of Trains 1 through 5 of the Liquefaction Project. (2) Variable interest rate, at our election, is LIBOR or the base rate plus the applicable margin. The applicable margins for LIBOR loans range from 1.30% to 1.75% , depending on the applicable 2015 Credit Facility, and the applicable margin for base rate loans is 1.75% . Interest on LIBOR loans is due and payable at the end of each LIBOR period, and interest on base rate loans is due and payable at the end of each quarter. (3) Matures on December 31, 2020, with various terms for underlying loans as further described below under Working Capital Facility . As of September 30, 2015 and December 31, 2014 , no loans were outstanding under the Working Capital Facility or the LC Agreement it replaced. (4) Variable interest rates, based on LIBOR or the base rate, as further described below under Working Capital Facility . For the nine months ended September 30, 2015 and 2014 , we incurred $388.0 million and $288.3 million of total interest cost, respectively, of which we capitalized and deferred $356.7 million and $271.5 million , respectively, including amortization of debt issuance costs, primarily related to the construction of the Liquefaction Project. Senior Notes In March 2015, we issued an aggregate principal amount of $2.0 billion of the 2025 Senior Notes , for which borrowings accrue interest at a fixed rate of 5.625% . The terms of the 2025 Senior Notes are governed by the same common indenture with the other Senior Notes . In connection with the closing of the sale of the 2025 Senior Notes , we entered into a Registration Rights Agreement dated March 3, 2015 (the “2025 Registration Rights Agreement”) . Under the terms of the 2025 Registration Rights Agreement , we have agreed, and any future guarantors of the 2025 Senior Notes will agree, to use commercially reasonable efforts to file with the Securities and Exchange Commission (“SEC”) and cause to become effective a registration statement within 360 days after March 3, 2015 with respect to an offer to exchange any and all of the 2025 Senior Notes for a like aggregate principal amount of our debt securities with terms identical in all material respects to the respective 2025 Senior Notes sought to be exchanged (other than with respect to restrictions on transfer or to any increase in annual interest rate), and that are registered under the Securities Act of 1933, as amended. Under specified circumstances, we have 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 2025 Senior Notes . We will be obligated to pay additional interest if we fail to comply with our obligation to register the 2025 Senior Notes within the specified time period. 2015 Credit Facilities In June 2015, we entered into the 2015 Credit Facilities with commitments aggregating $4.6 billion . The 2015 Credit Facilities are being used to fund a portion of the costs of developing, constructing and placing into operation Trains 1 through 5 of the Liquefaction Project. Borrowings under the 2015 Credit Facilities may be refinanced, in whole or in part, at any time without premium or penalty; however, interest rate hedging and interest rate breakage costs may be incurred. As of September 30, 2015 , we had $4.3 billion of available commitments and $250.0 million of outstanding borrowings under the 2015 Credit Facilities . We incurred $88.2 million of debt issuance costs in connection with the 2015 Credit Facilities . In addition to interest, we are required to pay insurance/guarantee premiums of 0.45% per annum on any drawn amounts under the covered tranches of the 2015 Credit Facilities . The 2015 Credit Facilities also require us to pay a quarterly commitment fee calculated at a rate per annum equal to either: (1) 40% of the applicable margin, multiplied by the average daily amount of the undrawn commitment, or (2) 0.70% of the undrawn commitment, depending on the applicable 2015 Credit Facility. The principal of the loans made under the 2015 Credit Facilities must be repaid in quarterly installments, commencing with the earlier of June 30, 2020 and the last day of the first full calendar quarter after the completion date of Trains 1 through 5 of the Liquefaction Project . Scheduled repayments are based upon an 18 -year amortization profile, with the remaining balance due upon the maturity of the 2015 Credit Facilities . The 2015 Credit Facilities contain conditions precedent for borrowings, as well as customary affirmative and negative covenants. Our obligations under the 2015 Credit Facilities are secured by substantially all of our assets as well as all of our membership interests on a pari passu basis with the Senior Notes and the Amended and Restated Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement (the “Working Capital Facility”) described below. Under the terms of the 2015 Credit Facilities , we are required to hedge not less than 65% of the variable interest rate exposure of our projected outstanding borrowings, calculated on a weighted average basis in comparison to our anticipated draw of principal. 2013 Credit Facilities In May 2013, we entered into the 2013 Credit Facilities to fund a portion of the costs of developing, constructing and placing into operation Trains 1 through 4 of the Liquefaction Project. As of December 31, 2014, we had no outstanding borrowings under the 2013 Credit Facilities . In June 2015, the 2013 Credit Facilities were replaced with the 2015 Credit Facilities . In March 2015, in conjunction with our issuance of the 2025 Senior Notes , we terminated approximately $1.8 billion of commitments under the 2013 Credit Facilities . This termination and the replacement of the 2013 Credit Facilities with the 2015 Credit Facilities in June 2015 resulted in a write-off of debt issuance costs and deferred commitment fees associated with the 2013 Credit Facilities of $96.3 million for the nine months ended September 30, 2015 . Working Capital Facility In September 2015, we entered into a $1.2 billion Working Capital Facility , which replaced the $325.0 million Senior Letter of Credit and Reimbursement Agreement that was entered into in April 2014 (the “LC Agreement”) . The Working Capital Facility is intended to be used for loans (“Working Capital Loans”) , the issuance of letters of credit (“Letters of Credit”) , as well as for swing line loans (“Swing Line Loans”) , primarily for certain working capital requirements related to developing and placing into operation the Liquefaction Project . We may, from time to time, request increases in the commitments under the Working Capital Facility of up to $760 million and, upon the completion of the debt financing of Train 6 of the Liquefaction Project , request an incremental increase in commitments of up to an additional $390 million . As of September 30, 2015 , we had $1.1 billion of available commitments, $127.6 million aggregate amount of issued Letters of Credit and no Working Capital Loans , Swing Line Loans or loans deemed made in connection with a draw upon a Letter of Credit (“LC Loans” and collectively with Working Capital Loans and Swing Line Loans, the “Working Capital Facility Loans”) outstanding under the Working Capital Facility . As of December 31, 2014 , we had issued letters of credit in an aggregate amount of $9.5 million , and no draws had been made upon any letters of credit issued under the LC Agreement . Working Capital Facility Loans accrue interest at a variable rate per annum equal to LIBOR or the base rate (equal to the highest of the senior facility agent’s published prime rate, the federal funds effective rate, as published by the Federal Reserve Bank of New York, plus 0.50% and one month LIBOR plus 0.50% ), plus the applicable margin. The applicable margin for LIBOR Working Capital Facility Loans is 1.75% per annum, and the applicable margin for base rate Working Capital Facility Loans is 0.75% per annum. Interest on Swing Line Loans and LC Loans is due and payable on the date the loan becomes due. Interest on LIBOR Working Capital Loans is due and payable at the end of each applicable LIBOR period, and interest on base rate Working Capital Loans is due and payable at the end of each fiscal quarter. However, if such base rate Working Capital Loan is converted into a LIBOR Working Capital Loan, interest is due and payable on that date. Additionally, if the loans become due prior to such periods, the interest also becomes due on that date. We incurred $27.5 million of debt issuance costs in connection with the Working Capital Facility . We pay (1) a commitment fee on the average daily amount of the excess of the total commitment amount over the principal amount outstanding without giving effect to any outstanding Swing Line Loans in an amount equal to an annual rate of 0.70% and (2) a Letter of Credit fee equal to an annual rate of 1.75% of the undrawn portion of all Letters of Credit issued under the Working Capital Facility. If draws are made upon a Letter of Credit issued under the Working Capital Facility and we do not elect for such draw (an “LC Draw”) to be deemed an LC Loan, we are required to pay the full amount of the LC Draw on or prior to the business day following the notice of the LC Draw . An LC Draw accrues interest at an annual rate of 2.0% plus the base rate. As of September 30, 2015 , no LC Draw s had been made upon any Letters of Credit issued under the Working Capital Facility . The Working Capital Facility matures on December 31, 2020, and the outstanding balance may be repaid, in whole or in part, at any time without premium or penalty upon three business days’ notice. LC Loans have a term of up to one year . Swing Line Loans terminate upon the earliest of (1) the maturity date or earlier termination of the Working Capital Facility , (2) the date 15 days after such Swing Line Loan is made and (3) the first borrowing date for a Working Capital Loan or Swing Line Loan occurring at least three business days following the date the Swing Line Loan is made. We are required to reduce the aggregate outstanding principal amount of all Working Capital Loans to zero for a period of five consecutive business days at least once each year. The Working Capital Facility contains conditions precedent for extensions of credit, as well as customary affirmative and negative covenants. Our obligations under the Working Capital Facility are secured by substantially all of our assets as well as all of our membership interests on a pari passu basis with the Senior Notes and 2015 Credit Facilities . Fair Value Disclosures The following table (in thousands) shows the carrying amount and estimated fair value of our long-term debt: September 30, 2015 December 31, 2014 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 2021 Senior Notes, net of premium (1) $ 2,009,090 $ 1,853,386 $ 2,010,177 $ 1,985,050 2022 Senior Notes (1) 1,000,000 930,000 1,000,000 1,020,000 2023 Senior Notes, net of premium (1) 1,506,570 1,344,614 1,507,089 1,476,947 2024 Senior Notes (1) 2,000,000 1,765,000 2,000,000 1,970,000 2025 Senior Notes (1) 2,000,000 1,755,000 — — 2015 Credit Facilities (2) 250,000 250,000 — — Working Capital Facility (2) — — — — (1) The Level 2 estimated fair value was based on quotations obtained from broker-dealers who make markets in these and similar instruments based on the closing trading prices on September 30, 2015 and December 31, 2014 , as applicable. (2) 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. | LONG-TERM DEBT As of December 31, 2014 and 2013, our long-term debt consisted of the following (in thousands): December 31, 2014 2013 Long-term debt 2021 Senior Notes $ 2,000,000 $ 2,000,000 2022 Senior Notes 1,000,000 1,000,000 2023 Senior Notes 1,500,000 1,000,000 2024 Senior Notes 2,000,000 — 2013 Liquefaction Credit Facilities — 100,000 Total long-term, debt 6,500,000 4,100,000 Long-term debt premium 2021 Senior Notes 10,177 11,562 2023 Senior Notes 7,089 — Total long-term debt, net $ 6,517,266 $ 4,111,562 For the years ended December 31, 2014, 2013 and 2012, we incurred $397.9 million , $241.3 million and $35.3 million of total interest cost, respectively, of which we capitalized and deferred $374.0 million , $227.9 million and $35.1 million , respectively, of interest cost, including amortization of debt issuance costs, related to the construction of Trains 1 through 4 of the Liquefaction Project. Below is a schedule of future principal payments that we are obligated to make on our outstanding debt at December 31, 2014 (in thousands): Payments Due for the Years Ended December 31, Total 2015 2016 to 2017 2018 to 2019 Thereafter Debt: 2021 Senior Notes $ 2,000,000 $ — $ — $ — $ 2,000,000 2022 Senior Notes 1,000,000 — — — 1,000,000 2023 Senior Notes 1,500,000 — — — 1,500,000 2024 Senior Notes 2,000,000 — — — 2,000,000 Total Debt $ 6,500,000 $ — $ — $ — $ 6,500,000 Senior Notes In February 2013 and April 2013, we issued an aggregate principal amount of $2.0 billion , before premium, of the 2021 Senior Notes. In April 2013 and May 2014, we issued an aggregate principal amount of $1.5 billion , before premium, of the 2023 Senior Notes. Borrowings under the 2021 Senior Notes and 2023 Senior Notes bear interest at a fixed rate of 5.625% . In November 2013, we issued an aggregate principal amount of $1.0 billion of the 2022 Senior Notes. Borrowings under the 2022 Senior Notes bear interest at a fixed rate of 6.25% . In May 2014, we issued an aggregate principal amount of $2.0 billion of the 2024 Senior Notes. Borrowings under the 2024 Senior Notes bear interest at a fixed rate of 5.75% . Interest on the Senior Notes is payable semi-annually in arrears. The terms of the Senior Notes are governed by a common indenture (the “Indenture”). The Indenture contains customary terms and events of default and certain covenants that, among other things, limit our ability and the ability of our 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 our restricted subsidiaries, restrict dividends or other payments by restricted subsidiaries, incur liens, enter into transactions with affiliates, consolidate, merge, sell or lease all or substantially all of our assets and enter into certain LNG sales contracts. Subject to permitted liens, the Senior Notes are secured on a pari passu first-priority basis by a security interest in all of our membership interests and substantially all of our assets. We may not make any distributions until, among other requirements, substantial completion of Trains 1 and 2 has occurred, deposits are made into debt service reserve accounts and a debt service coverage ratio for the prior 12 -month period and a projected debt service coverage ratio for the upcoming 12 -month period of 1.25 :1.00 are satisfied. At any time prior to November 1, 2020, with respect to the 2021 Senior Notes; December 15, 2021, with respect to the 2022 Senior Notes; January 15, 2023, with respect to the 2023 Senior Notes; or February 15, 2024, with respect to the 2024 Senior Notes; we may redeem all or part of such series of the Senior Notes at a redemption price equal to the “make-whole” price set forth in the Indenture, plus accrued and unpaid interest, if any, to the date of redemption. We may also at any time on or after November 1, 2020, with respect to the 2021 Senior Notes; December 15, 2021, with respect to the 2022 Senior Notes; January 15, 2023, with respect to the 2023 Senior Notes; or February 15, 2024, with respect to the 2024 Senior Notes, redeem all or part of such series of the Senior Notes at a redemption price equal to 100% of the principal amount of such series of the Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption. 2013 Liquefaction Credit Facilities In May 2013, we entered into the 2013 Liquefaction Credit Facilities aggregating $5.9 billion . The 2013 Liquefaction Credit Facilities are being used to fund a portion of the costs of developing, constructing and placing into operation the first four Trains of the Liquefaction Project. The 2013 Liquefaction Credit Facilities will mature on the earlier of May 28, 2020 or the second anniversary of the completion date of the first four Trains of the Liquefaction Project, as defined in the 2013 Liquefaction Credit Facilities. Borrowings under the 2013 Liquefaction Credit Facilities may be refinanced, in whole or in part, at any time without premium or penalty, except for interest rate hedging and interest rate breakage costs. We made an initial $100.0 million borrowing under the 2013 Liquefaction Credit Facilities in June 2013 after meeting the required conditions precedent, and in May 2014, we repaid our borrowings under the 2013 Liquefaction Credit Facilities upon the issuance of the Additional 2023 Senior Notes and the 2024 Senior Notes. As of December 31, 2014 and 2013, we had $2.7 billion and $4.9 billion , respectively, of available commitments under the 2013 Liquefaction Credit Facilities. Borrowings under the 2013 Liquefaction Credit Facilities bear interest at a variable rate per annum equal to, at our election, the London Interbank Offered Rate (“ LIBOR ”) or the base rate, plus the applicable margin. The applicable margins for LIBOR loans range from 2.3% to 3.0% prior to the completion of Train 4 and from 2.3% to 3.25% after such completion, depending on the applicable 2013 Liquefaction Credit Facility. Interest on LIBOR loans is due and payable at the end of each LIBOR period. The 2013 Liquefaction Credit Facilities required us to pay certain up-front fees to the agents and lenders in the aggregate amount of approximately $144 million and provide for a commitment fee calculated at a rate per annum equal to 40% of the applicable margin for LIBOR loans, multiplied by the average daily amount of the undrawn commitment due quarterly in arrears. Annual administrative fees must also be paid to the agent and the trustee. The principal of the loans made under the 2013 Liquefaction Credit Facilities must be repaid in quarterly installments, commencing with the earlier of the last day of the first full calendar quarter after the Train 4 completion date, as defined in the 2013 Liquefaction Credit Facilities, or September 30, 2018. Scheduled repayments are based upon an 18 -year amortization profile, with the remaining balance due upon the maturity of the 2013 Liquefaction Credit Facilities. Under the terms and conditions of the 2013 Liquefaction Credit Facilities, all cash held by us is controlled by a collateral agent. These funds can only be released by the collateral agent upon satisfaction of certain terms and conditions related to the use of proceeds, and are classified as restricted on our Balance Sheets. The 2013 Liquefaction Credit Facilities contain conditions precedent for any subsequent borrowings, as well as customary affirmative and negative covenants. Our obligations under the 2013 Liquefaction Credit Facilities are secured by substantially all of our assets as well as all of our membership interests on a pari passu basis with the Senior Notes. Under the terms of the 2013 Liquefaction Credit Facilities, we are required to hedge not less than 75% of the variable interest rate exposure of our projected outstanding borrowings, calculated on a weighted average basis in comparison to our anticipated draw of principal. See Note 5—Derivative Instruments . In November 2013, in conjunction with our issuance of the 2022 Notes, we terminated approximately $885 million of commitments under the 2013 Liquefaction Credit Facilities. This termination resulted in a write-off of debt issuance costs and deferred commitment fees associated with the 2013 Liquefaction Credit Facilities of $43.3 million in November 2013. In May 2014, in conjunction with our issuance of the 2024 Senior Notes and the Additional 2023 Senior Notes, we terminated approximately $2.1 billion of commitments under the 2013 Liquefaction Credit Facilities. This termination resulted in a write-off of debt issuance costs and deferred commitment fees associated with the 2013 Liquefaction Credit Facilities of $114.3 million in May 2014. 2012 Liquefaction Credit Facility In July 2012, we entered into the 2012 Liquefaction Credit Facility with a syndicate of lenders. The 2012 Liquefaction Credit Facility was intended to be used to fund a portion of the costs of developing, constructing and placing into operation Trains 1 and 2 of the Liquefaction Project. Borrowings under the 2012 Liquefaction Credit Facility were based on LIBOR plus 3.50% during construction and LIBOR plus 3.75% during operations. We were also required to pay commitment fees on the undrawn amount. In May 2013, the 2012 Liquefaction Credit Facility was amended and restated with the 2013 Liquefaction Credit Facilities and $100.0 million of outstanding borrowings under the 2012 Liquefaction Credit Facility were repaid in full. Under the terms of the 2012 Liquefaction Credit Facility, we were required to hedge not less than 75% of the variable interest rate exposure of our projected outstanding borrowings, calculated on a weighted average basis in comparison to our anticipated draw of principal. See Note 5—Derivative Instruments . In conjunction with the issuance of the 2021 Senior Notes in February 2013 and the issuances of $500.0 million of additional 2021 Senior Notes and 2023 Senior Notes in April 2013, approximately $1.4 billion of commitments under the 2012 Liquefaction Credit Facility were terminated. The termination of these commitments in April 2013 and the amendment and restatement of the 2012 Liquefaction Credit Facility with the 2013 Liquefaction Credit Facilities in May 2013 resulted in a write-off of debt issuance costs and deferred commitment fees associated with the 2012 Liquefaction Credit Facility of $88.3 million during the year ended December 31, 2013. Sabine Pass Liquefaction LC Agreement In April 2014, we entered into a $325.0 million senior letter of credit and reimbursement agreement (the “Senior LC Agreement”) that we use for the issuance of letters of credit for certain working capital requirements related to the Liquefaction Project. We pay (a) a commitment fee in an amount equal to an annual rate of 0.75% of an amount equal to the unissued portion of letters of credit available pursuant to the Senior LC Agreement and (b) a letter of credit fee equal to an annual rate of 2.5% of the undrawn portion of all letters of credit issued under the Senior LC Agreement. If draws are made upon any letters of credit issued under the Senior LC Agreement, the amount of the draw will be deemed a loan issued to us. We are required to pay the full amount of this loan on or prior to the business day immediately succeeding the deemed issuance of the loan. These loans bear interest at a rate of 2.0% plus the base rate as defined in the Senior LC Agreement. As of December 31, 2014, we had issued letters of credit in an aggregate amount of $9.5 million and no draws had been made upon any letters of credit issued under the Senior LC Agreement. Fair Value Disclosures The following table (in thousands) shows the carrying amount and estimated fair value of our long-term debt: December 31, 2014 December 31, 2013 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 2021 Senior Notes, net of premium (1) $ 2,010,177 $ 1,985,050 $ 2,011,562 $ 1,961,273 2022 Senior Notes (1) 1,000,000 1,020,000 1,000,000 982,500 2023 Senior Notes, net of premium (1) 1,507,089 1,476,947 1,000,000 935,000 2024 Senior Notes (1) 2,000,000 1,970,000 — — 2013 Liquefaction Credit Facilities (2) — — 100,000 100,000 (1) The Level 2 estimated fair value was based on quotations obtained from broker-dealers who make markets in these and similar instruments based on the closing trading prices on December 31, 2014 and 2013, as applicable. (2) The Level 3 estimated fair value approximates the carrying amount because the interest rates are variable and reflective of market rates and we have the ability to call this debt at any time without penalty. |