Debt (Tables)
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9 Months Ended |
Sep. 30, 2019 |
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| Debt Disclosure [Abstract] |
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| Schedule of long-term debt instruments |
Our debt at September 30, 2019 and December 31, 2018, was as follows (in millions): | | | | | | | | | | September 30, 2019 |
| December 31, 2018 | First Lien Term Loans | $ | 3,175 |
| | $ | 2,976 |
| Senior Unsecured Notes | 2,991 |
| | 3,036 |
| First Lien Notes | 2,404 |
| | 2,400 |
| Project financing, notes payable and other | 965 |
| | 1,264 |
| CCFC Term Loan | 969 |
| | 974 |
| Finance lease obligations | 78 |
| | 105 |
| Revolving facilities | 60 |
| | 30 |
| Subtotal | 10,642 |
| | 10,785 |
| Less: Current maturities | 229 |
| | 637 |
| Total long-term debt | $ | 10,413 |
| | $ | 10,148 |
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| Senior Unsecured Notes |
The amounts outstanding under our Senior Unsecured Notes are summarized in the table below (in millions): | | | | | | | | | | September 30, 2019 | | December 31, 2018 | 2023 Senior Unsecured Notes(1) | $ | 1,229 |
| | $ | 1,227 |
| 2024 Senior Unsecured Notes | 589 |
| | 599 |
| 2025 Senior Unsecured Notes | 1,173 |
| | 1,210 |
| Total Senior Unsecured Notes | $ | 2,991 |
| | $ | 3,036 |
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____________ | | (1) | On October 23, 2019, we announced the commencement of a cash tender offer (the “2023 Offer”) for any and all of our outstanding 2023 Senior Unsecured Notes. The 2023 Offer is being made exclusively pursuant to an offer to purchase dated October 23, 2019 (the “Offer to Purchase”), which sets forth the terms and conditions of the 2023 Offer. Consummation of the 2023 Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, and is expected to be completed in the fourth quarter of 2019. We may, in our sole discretion, terminate, extend or amend the 2023 Offer at any time as described in the Offer to Purchase. |
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| First Lien Term Loans |
The amounts outstanding under our senior secured First Lien Term Loans are summarized in the table below (in millions): | | | | | | | | | | September 30, 2019 | | December 31, 2018 | 2019 First Lien Term Loan | $ | — |
| | $ | 389 |
| 2023 First Lien Term Loans | — |
| | 1,059 |
| 2024 First Lien Term Loan | 1,519 |
| | 1,528 |
| 2026 First Lien Term Loans | 1,656 |
| | — |
| Total First Lien Term Loans | $ | 3,175 |
| | $ | 2,976 |
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| First Lien Notes |
The amounts outstanding under our senior secured First Lien Notes are summarized in the table below (in millions): | | | | | | | | | | September 30, 2019 | | December 31, 2018 | 2022 First Lien Notes(1) | $ | 745 |
| | $ | 743 |
| 2024 First Lien Notes(1) | 487 |
| | 486 |
| 2026 First Lien Notes | 1,172 |
| | 1,171 |
| Total First Lien Notes | $ | 2,404 |
| | $ | 2,400 |
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____________ | | (1) | On October 23, 2019, we announced the commencement of cash tender offers (the “Offers”) for any and all of our outstanding 2022 First Lien Notes and 2024 First Lien Notes. The Offers are being made exclusively pursuant to the Offer to Purchase, which sets forth the terms and conditions of the Offers. Consummation of the Offers is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, and is expected to be completed in the fourth quarter of 2019. We may, in our sole discretion, terminate, extend or amend the Offers at any time as described in the Offer to Purchase. |
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| Schedule of line of credit facilities |
The table below represents amounts issued under our letter of credit facilities at September 30, 2019 and December 31, 2018 (in millions): | | | | | | | | | | September 30, 2019 | | December 31, 2018 | Corporate Revolving Facility(1) | $ | 602 |
| | $ | 693 |
| CDHI(2) | 20 |
| | 251 |
| Various project financing facilities | 199 |
| | 228 |
| Other corporate facilities(3) | 294 |
| | 193 |
| Total | $ | 1,115 |
| | $ | 1,365 |
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____________ | | (1) | The Corporate Revolving Facility represents our primary revolving facility. On April 5, 2019, we amended our Corporate Revolving Facility to increase the capacity by approximately $330 million from $1.69 billion to approximately $2.02 billion. On August 12, 2019, we amended our Corporate Revolving Facility to extend the maturity of $150 million in revolving commitments from June 27, 2020 to March 8, 2023, and to reduce the commitments outstanding by $20 million to approximately $2.0 billion. The entire Corporate Revolving Facility now matures on March 8, 2023. |
| | (2) | Pursuant to the terms and conditions of the CDHI credit agreement, the capacity under the CDHI revolving facility was reduced to $125 million on June 28, 2019. The decrease in capacity did not have a material effect on our liquidity as alternative sources of liquidity are available. |
| | (3) | We have three unsecured letter of credit facilities with two third-party financial institutions totaling approximately $300 million at September 30, 2019. |
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| Schedule of carrying values and estimated fair values of debt instruments |
The following table details the fair values and carrying values of our debt instruments at September 30, 2019 and December 31, 2018 (in millions): | | | | | | | | | | | | | | | | | | September 30, 2019 | | December 31, 2018 | | Fair Value | | Carrying Value | | Fair Value | | Carrying Value | First Lien Term Loans | $ | 3,232 |
| | $ | 3,175 |
| | $ | 2,877 |
| | $ | 2,976 |
| Senior Unsecured Notes | 3,062 |
| | 2,991 |
| | 2,803 |
| | 3,036 |
| First Lien Notes | 2,477 |
| | 2,404 |
| | 2,299 |
| | 2,400 |
| Project financing, notes payable and other(1) | 895 |
| | 889 |
| | 1,209 |
| | 1,188 |
| CCFC Term Loan | 983 |
| | 969 |
| | 938 |
| | 974 |
| Revolving facilities | 60 |
| | 60 |
| | 30 |
| | 30 |
| Total | $ | 10,709 |
| | $ | 10,488 |
| | $ | 10,156 |
| | $ | 10,604 |
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____________ | | (1) | Excludes an agreement that is accounted for as a failed sale-leaseback transaction under U.S. GAAP. |
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