v3.19.3.a.u2

Debt | 12 Months Ended
--- | ---
Dec. 31, 2019
Debt Disclosure [Abstract] |
Debt | Debt Our debt at December 31, 2019 and 2018, was as follows (in millions):
| 2019 |  | 2018
Senior Unsecured Notes | $ | 3,663 |  |  | $ | 3,036 |
First Lien Term Loans | 3,167 |  |  | 2,976 |
First Lien Notes | 2,835 |  |  | 2,400 |
Project financing, notes payable and other | 879 |  |  | 1,264 |
CCFC Term Loan | 967 |  |  | 974 |
Finance lease obligations | 73 |  |  | 105 |
Revolving facilities | 122 |  |  | 30 |
Subtotal | 11,706 |  |  | 10,785 |
Less: Current maturities | 1,268 |  |  | 637 |
Total long-term debt | $ | 10,438 |  |  | $ | 10,148 |
Our debt agreements contain covenants which could permit lenders to accelerate the repayment of our debt by providing notice, the lapse of time, or both, if certain events of default remain uncured after any applicable grace period. We were in compliance with all of the covenants in our debt agreements at December 31, 2019. Our effective interest rate on our consolidated debt, excluding the effects of capitalized interest and mark-to-market gains (losses) on interest rate hedging instruments, increased to 5.8% for the year ended December 31, 2019 from 5.7% for the year ended December 31, 2018. Annual Debt Maturities Contractual annual principal repayments or maturities of debt instruments as of December 31, 2019, are as follows (in millions):
2020 | $ | 1,269 |
2021 | 347 |
2022 | 230 |
2023 | 198 |
2024 | 2,030 |
Thereafter | 7,771 |
Subtotal | 11,845 |
Less: Debt issuance costs | 114 |
Less: Discount | 25 |
Total debt | $ | 11,706 |
Senior Unsecured Notes Our Senior Unsecured Notes are summarized in the table below (in millions, except for interest rates):
| Outstanding at December 31, |  | Weighted Average Effective Interest Rates(1)
| 2019 |  | 2018 |  | 2019 |  | 2018
2023 Senior Unsecured Notes(2) | $ | 623 |  |  | $ | 1,227 |  |  | 5.7 | % |  | 5.6 | %
2024 Senior Unsecured Notes | 479 |  |  | 599 |  |  | 5.7 |  |  | 5.7 |
2025 Senior Unsecured Notes | 1,174 |  |  | 1,210 |  |  | 5.8 |  |  | 6.0 |
2028 Senior Unsecured Notes(2) | 1,387 |  |  | — |  |  | 5.3 |  |  | — |
Total Senior Unsecured Notes | $ | 3,663 |  |  | $ | 3,036 |  |  |  |  |
____________
(1) | Our weighted average interest rate calculation includes the amortization of debt issuance costs.
(2) | On December 27, 2019, we used the proceeds from the issuance of our 2028 Senior Unsecured Notes (discussed below) to redeem approximately $613 million in aggregate principal amount of our 2023 Senior Unsecured Notes, plus accrued and unpaid interest. On January 21, 2020, we redeemed the remaining $623 million in aggregate principal amount of our 2023 Senior Unsecured Notes, which was included in debt, current portion on our Consolidated Balance Sheet at December 31, 2019, with the proceeds from the 2028 Senior Unsecured Notes, which was included in cash and cash equivalents on our Consolidated Balance Sheet at December 31, 2019. We recorded approximately $24 million in loss on extinguishment of debt which is comprised of approximately $18 million of prepayment premiums and approximately $6 million associated with the write-off of unamortized debt issuance costs during the fourth quarter of 2019 associated with the redemption.
During the year ended December 31, 2019, we repurchased $160 million in aggregate principal amount of our Senior Unsecured Notes for $158 million. In connection with the repurchases, we recorded approximately $2 million in gain on extinguishment of debt and recorded an immaterial amount in loss on extinguishment of debt associated with the write-off of debt issuance costs. During the year ended December 31, 2018, we repurchased $390 million in aggregate principal of our Senior Unsecured Notes for $355 million. In connection with the repurchases, we recorded approximately $35 million in gain on extinguishment of debt and recorded approximately $3 million in loss on extinguishment of debt associated with the write-off of debt issuance costs.
|  | Year Ended December 31, 2019 |  | Year Ended December 31, 2018
|  | Principal Repurchased |  | Cash Paid |  | Gain (loss) on Extinguishment of Debt |  | Principal Repurchased |  | Cash Paid |  | Gain on Extinguishment of Debt
|  | (in million)
2023 Senior Unsecured Notes |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 14 |  |  | $ | 13 |  |  | $ | 1 |
2024 Senior Unsecured Notes |  | 122 |  |  | 123 |  |  | (1 | ) |  | 46 |  |  | 42 |  |  | 4 |
2025 Senior Unsecured Notes |  | 38 |  |  | 35 |  |  | 3 |  |  | 330 |  |  | 300 |  |  | 30 |
Total |  | $ | 160 |  |  | $ | 158 |  |  | $ | 2 |  |  | $ | 390 |  |  | $ | 355 |  |  | $ | 35 |
On December 27, 2019, we issued $1.4 billion in aggregate principal amount of 5.125% senior unsecured notes due 2028 in a private placement. The 2028 Senior Unsecured Notes bear interest at 5.125% per annum with interest payable semi-annually on March 15 and September 15 of each year, beginning on September 15, 2020. The 2028 Senior Unsecured Notes mature on March 15, 2028. We recorded approximately $13 million in debt issuance costs during the fourth quarter of 2019 in connection with the issuance of our 2028 Senior Unsecured Notes. In February 2015, we issued $650 million in aggregate principal amount of 5.5% senior unsecured notes due 2024 in a public offering. The 2024 Senior Unsecured Notes bear interest at 5.5% per annum with interest payable semi-annually on February 1 and August 1 of each year, beginning on August 1, 2015. The 2024 Senior Unsecured Notes were issued at par, mature on February 1, 2024 and contain substantially similar covenant, qualifications, exceptions and limitations as our 2023 Senior Unsecured Notes and 2025 Senior Unsecured Notes. On July 22, 2014, we issued $1.25 billion in aggregate principal amount of 5.375% senior unsecured notes due 2023 and $1.55 billion in aggregate principal amount of 5.75% senior unsecured notes due 2025 in a public offering. The 2023 Senior Unsecured Notes bear interest at 5.375% per annum and the 2025 Senior Unsecured Notes bear interest at 5.75% per annum, in each case payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2015. The 2023 Senior Unsecured Notes mature on January 15, 2023 and the 2025 Senior Unsecured Notes mature on January 15, 2025. Our Senior Unsecured Notes were issued at par. Our Senior Unsecured Notes are:
• | general unsecured obligations of Calpine;
• | rank equally in right of payment with all of Calpine’s existing and future senior indebtedness;
• | effectively subordinated to Calpine’s secured indebtedness to the extent of the value of the collateral securing such indebtedness;
• | structurally subordinated to any existing and future indebtedness and other liabilities of Calpine’s subsidiaries; and
• | senior in right of payment to any of Calpine’s subordinated indebtedness.
First Lien Term Loans Our First Lien Term Loans are summarized in the table below (in millions, except for interest rates):
| Outstanding at December 31, |  | Weighted Average Effective Interest Rates(1)
| 2019 |  | 2018 |  | 2019 |  | 2018
2019 First Lien Term Loan | $ | — |  |  | $ | 389 |  |  | — | % |  | 4.9 | %
2023 First Lien Term Loans | — |  |  | 1,059 |  |  | — |  |  | 5.4 |
2024 First Lien Term Loan(2) | 1,514 |  |  | 1,528 |  |  | 5.3 |  |  | 5.0 |
2026 First Lien Term Loans | 1,653 |  |  | — |  |  | 5.4 |  |  | — |
Total First Lien Term Loans | $ | 3,167 |  |  | $ | 2,976 |  |  |  |  |
____________
(1) | Our weighted average interest rate calculation includes the amortization of debt issuance costs and debt discount.
(2) | Our 2024 First Lien Term Loan, which matures on January 15, 2024, carries substantially similar terms as our $950 million first lien senior secured term loan as discussed below.
On August 12, 2019, we entered into a $750 million first lien senior secured term loan which bears interest, at our option, at either (i) the Base Rate, equal to the highest of (a) the Federal Funds Effective Rate plus 0.50% per annum, (b) the Prime Rate or (c) the Eurodollar Rate for a one month interest period plus 1.0% (in each case, as such terms are defined in the credit agreement), plus an applicable margin of 1.0%, or (ii) LIBOR plus 2.00% per annum, which reflects the lower rate resulting from the repricing on February 12, 2020, (with a 0% LIBOR floor) and matures on August 12, 2026. An aggregate amount equal to 0.25% of the aggregate principal amount is payable at the end of each quarter with the remaining balance payable on the maturity date. We paid an upfront fee of an amount equal to 0.50% of the aggregate principal amount, which is structured as original issue discount and recorded approximately $11 million in debt issuance costs during the third quarter of 2019 related to the issuance of our $750 million first lien senior secured term loan. The $750 million first lien senior secured term contains substantially similar covenants, qualifications, exceptions and limitations as our First Lien Term Loans and First Lien Notes. We used the proceeds, together with cash on hand, to repay the remaining 2023 First Lien Term Loans with a maturity date in May 2023 and to repay project debt associated with OMEC. We recorded approximately $12 million in loss on extinguishment of debt during the third quarter of 2019 associated with the repayment. On April 5, 2019, we entered into a $950 million first lien senior secured term loan which bears interest, at our option, at either (i) the Base Rate, equal to the highest of (a) the Federal Funds Effective Rate plus 0.50% per annum, (b) the Prime Rate or (c) the Eurodollar Rate for a one month interest period plus 1.0% (in each case, as such terms are defined in the credit agreement), plus an applicable margin of 1.25%, or (ii) LIBOR plus 2.25% per annum, which reflects the lower rate resulting from the repricing on December 20, 2019, (with a 0% LIBOR floor) and matures on April 5, 2026. An aggregate amount equal to 0.25% of the aggregate principal amount is payable at the end of each quarter with the remaining balance payable on the maturity date. We paid an upfront fee of an amount equal to 1.0% of the aggregate principal amount, which is structured as original issue discount and recorded approximately $7 million in debt issuance costs during the second quarter of 2019 related to the issuance of our $950 million first lien senior secured term loan. The $950 million first lien senior secured term loan contains substantially similar covenants, qualifications, exceptions and limitations as our First Lien Term Loans and First Lien Notes. We used the proceeds to repay our 2019 First Lien Term Loan and a portion of our 2023 First Lien Term Loans with a maturity date in January 2023 and recorded approximately $3 million in loss on extinguishment of debt during the second quarter of 2019 associated with the repayment. First Lien Notes Our First Lien Notes are summarized in the table below (in millions, except for interest rates):
| Outstanding at December 31, |  | Weighted Average Effective Interest Rates(1)
| 2019 |  | 2018 |  | 2019 |  | 2018
2022 First Lien Notes(2) | $ | 245 |  |  | $ | 743 |  |  | 6.4 | % |  | 6.4 | %
2024 First Lien Notes(3) | 184 |  |  | 486 |  |  | 6.1 |  |  | 6.1 |
2026 First Lien Notes | 1,172 |  |  | 1,171 |  |  | 5.5 |  |  | 5.5 |
2028 First Lien Notes(2)(3) | 1,234 |  |  | — |  |  | 4.7 |  |  | — |
Total First Lien Notes | $ | 2,835 |  |  | $ | 2,400 |  |  |  |  |
____________
(1) | Our weighted average interest rate calculation includes the amortization of debt issuance costs and debt discount.
(2) | On December 20, 2019, we used the proceeds from the issuance of our 2028 First Lien Notes (discussed below) to redeem approximately $505 million in aggregate principal amount of our 2022 First Lien Notes, plus accrued and unpaid interest. On January 21, 2020, we redeemed the remaining $245 million in aggregate principal amount of our 2022 First Lien Notes, which was included in debt, current portion on our Consolidated Balance Sheet at December 31, 2019, with the proceeds from the 2028 First Lien Notes, which was included in cash and cash equivalents on our Consolidated Balance Sheet at December 31, 2019. We recorded approximately $6 million in loss on extinguishment of debt which is comprised of approximately $1 million of prepayment premiums and approximately $5 million associated with the write-off of unamortized discount and debt issuance costs during the fourth quarter of 2019 associated with the redemption.
(3) | On December 20, 2019, we used the proceeds from the issuance of our 2028 First Lien Notes (discussed below) to redeem approximately $306 million of the total aggregate debt amount of 2024 First Lien Notes, plus accrued and unpaid interest. On January 21, 2020, we redeemed the remaining $184 million in aggregate principal amount of our 2024 First Lien Notes, which was included in debt, current portion on our Consolidated Balance Sheet at December 31, 2019, with the proceeds from the 2028 First Lien Notes which was included in cash and cash equivalents on our Consolidated Balance Sheet at December 31, 2019. We recorded approximately $14 million in loss on extinguishment of debt which is comprised of approximately $11 million of prepayment premiums and approximately $3 million associated with the write-off of unamortized debt issuance costs during the fourth quarter of 2019 associated with the redemption.
On December 20, 2019, we issued $1.25 billion in aggregate principal amount of 4.50% senior secured notes due 2028 in a private placement. Our 2028 First Lien Notes bear interest at 4.50% payable semi-annually on February 15 and August 15 of each year, beginning on August 15, 2020. Our 2028 First Lien Notes mature on February 15, 2028 and contain substantially similar covenants, qualifications, exceptions and limitations as our First Lien Notes. We recorded approximately $16 million in debt issuance costs during the fourth quarter of 2019 related to the issuance of our 2028 First Lien Notes. On December 15, 2017, we issued $560 million in aggregate principal amount of 5.25% senior secured notes due 2026 in a private placement. Additionally, on May 31, 2016, we issued $625 million in aggregate principal amount of 5.25% senior secured notes due 2026 in a private placement. Our 2026 First Lien Notes bear interest at 5.25% payable semi-annually on June 1 and December 1 of each year. Our 2026 First Lien Notes mature on June 1, 2026 and contain substantially similar covenants, qualifications, exceptions and limitations as our First Lien Notes. We recorded approximately $8 million in debt issuance costs during the fourth quarter of 2017 related to the issuance of a portion of our 2026 First Lien Notes and approximately $9 million in debt issuance costs during the second quarter of 2016 related to the issuance of a portion of our 2026 First Lien Notes. Our First Lien Notes are secured equally and ratably with indebtedness incurred under our First Lien Term Loans and Corporate Revolving Facility, subject to certain exceptions and permitted liens, on substantially all of our and certain of the guarantors’ existing and future assets. Additionally, our First Lien Notes rank equally in right of payment with all of our and the guarantors’ other existing and future senior indebtedness, and will be effectively subordinated in right of payment to all existing and future liabilities of our subsidiaries that do not guarantee our First Lien Notes. Subject to certain qualifications and exceptions, our First Lien Notes will, among other things, limit our ability and the ability of the guarantors to:
• | incur or guarantee additional first lien indebtedness;
• | enter into certain types of commodity hedge agreements that can be secured by first lien collateral;
• | enter into sale and leaseback transactions;
• | create or incur liens; and
• | consolidate, merge or transfer all or substantially all of our assets and the assets of our restricted subsidiaries on a combined basis.
Project Financing, Notes Payable and Other The components of our project financing, notes payable and other are (in millions, except for interest rates):
| Outstanding at December 31, |  | Weighted Average Effective Interest Rates(1)
| 2019 |  | 2018 |  | 2019 |  | 2018
Russell City due 2023 | $ | 272 |  |  | $ | 341 |  |  | 6.6 | % |  | 6.5 | %
Steamboat due 2025 | 351 |  |  | 384 |  |  | 4.6 |  |  | 4.5 |
OMEC due 2024(2) | — |  |  | 218 |  |  | — |  |  | 7.1 |
Los Esteros due 2023 | 135 |  |  | 163 |  |  | 5.2 |  |  | 4.7 |
Pasadena(3) | 62 |  |  | 76 |  |  | 8.9 |  |  | 8.9 |
Bethpage Energy Center 3 due 2020-2025(4) | 45 |  |  | 53 |  |  | 7.0 |  |  | 7.1 |
Other | 14 |  |  | 29 |  |  | — |  |  | — |
Total | $ | 879 |  |  | $ | 1,264 |  |  |  |  |
_____________
(1) | Our weighted average interest rate calculation includes the amortization of debt issuance costs and debt discount.
(2) | On August 14, 2019, we repaid the project debt associated with OMEC from a portion of the proceeds received from the issuance of our 2026 First Lien Term Loans (as discussed above), together with cash on hand.
(3) | Represents a failed sale-leaseback transaction that is accounted for as financing transaction under U.S. GAAP.
(4) | Represents a weighted average of first and second lien loans for the weighted average effective interest rates.
Our project financings are collateralized solely by the capital stock or partnership interests, physical assets, contracts and/or cash flows attributable to the entities that own the power plants. The lenders’ recourse under these project financings is limited to such collateral. On January 29, 2019, PG&E and PG&E Corporation each filed voluntary petitions for relief under Chapter 11. Our power plants that sell energy and energy-related products to PG&E through PPAs, include Russell City Energy Center and Los Esteros Critical Energy Facility. Since the bankruptcy filing, we have received all material payments under the PPAs, either directly or through application of collateral. As a result of PG&E’s bankruptcy, we are currently unable to make distributions from our Russell City and Los Esteros projects in accordance with the terms of the project debt agreements associated with each related project. In July 2019, we executed forbearance agreements associated with the Russell City and Los Esteros project debt agreements, under which the lenders have agreed to forbear enforcement of their rights and remedies, including the ability to accelerate the repayment of borrowings outstanding, otherwise arising because PG&E did not assume our PPAs during the first 180 days of PG&E’s bankruptcy proceeding. The forbearance agreements are effective for rolling 90-day periods, so long as we continue to meet certain conditions, including that the PPAs have not been rejected and there are no other defaults under the project debt agreements or the forbearance agreements. We may be required to reclassify $304 million of Russell City and Los Esteros long-term project debt outstanding at December 31, 2019 to a current liability in a future period. We continue to monitor the bankruptcy proceedings and are assessing our options. CCFC Term Loan Our CCFC Term Loan is summarized in the table below (in millions, except for interest rates):
| Outstanding at December 31, |  | Weighted Average Effective Interest Rates(1)
| 2019 |  | 2018 |  | 2019 |  | 2018
CCFC Term Loan | $ | 967 |  |  | $ | 974 |  |  | 5.2 | % |  | 4.9 | %
____________
(1) | Our weighted average interest rate calculation includes the amortization of debt issuance costs and debt discount.
On December 15, 2017, CCFC entered into a credit agreement providing for a first lien senior secured term loan facility for $1.0 billion. The CCFC Term Loan bears interest, at CCFC’s option, at either (i) the Base Rate, equal to the higher of (a) the Federal Funds Effective Rate plus 0.5% per annum, (b) the Prime Rate or (c) the Eurodollar Rate (as such terms are defined in the Credit Agreement) plus 1.0% per annum, plus an applicable margin of 1.0% per annum, or (ii) LIBOR plus 2.0% per annum, which reflects the lower rate resulting from the repricing on January 29, 2020. The CCFC Term Loan was offered to investors at an issue price equal to 99.875% of face value. An aggregate amount equal to 0.25% of the aggregate principal amount of the CCFC Term Loan will be payable at the end of each quarter commencing in March 2018, with the remaining balance payable on the maturity date (January 15, 2025). CCFC may elect from time to time to convert all or a portion of the CCFC Term Loan from LIBOR rate loans to Base Rate loans or vice versa. In addition, CCFC may at any time, and from time to time, prepay the CCFC Term Loan, in whole or in part, without premium or penalty, upon irrevocable notice to the Administrative Agent. Partial prepayments shall be in an aggregate minimum principal amount of $1 million, provided that any prepayment shall be first applied to any portion of the CCFC Term Loan that is designated as Base Rate loans and then LIBOR rate loans. CCFC may also reprice the CCFC Term Loan, subject to approval from the Lenders (as defined in the Credit Agreement). CCFC may elect to extend the maturity of any CCFC Term Loan, in whole or in part, subject to approval from those lenders (as defined in the Credit Agreement) holding such CCFC Term Loan. Subject to certain qualifications and exceptions, the Credit Agreement will, among other things, limit CCFC’s ability and the ability of the guarantors of the CCFC Term Loan to:
• | incur or guarantee additional first lien indebtedness;
• | enter into sale and leaseback transactions;
• | create liens;
• | consummate certain asset sales;
• | make certain non-cash restricted payments; and
• | consolidate, merge or transfer all or substantially all of CCFC’s assets and the assets of CCFC’s restricted subsidiaries on a combined basis.
We utilized the proceeds received from a portion of our 2026 First Lien Notes (discussed above) and the CCFC Term Loan, together with operating cash on hand, to fully repay the CCFC Term Loans and recorded approximately $13 million in debt issuance costs during the fourth quarter of 2017. We recorded approximately $12 million in loss on extinguishment of debt associated with the repayment of our CCFC Term Loans during the fourth quarter of 2017. The CCFC Term Loan is secured by certain real and personal property of CCFC consisting primarily of six natural gas-fired power plants. The CCFC Term Loan is not guaranteed by Calpine Corporation and is without recourse to Calpine Corporation or any of our non-CCFC subsidiaries or assets; however, CCFC generates the majority of its cash flows from an intercompany tolling agreement with Calpine Energy Services, L.P. and has various service agreements in place with other subsidiaries of Calpine Corporation. Finance Lease Obligations See Note 4 for disclosures related to our finance lease obligations. Corporate Revolving Facility and Other Letters of Credit Facilities The table below represents amounts issued under our letter of credit facilities at December 31, 2019 and 2018 (in millions):
| 2019 |  | 2018
Corporate Revolving Facility | $ | 604 |  |  | $ | 693 |
CDHI | 3 |  |  | 251 |
Various project financing facilities | 184 |  |  | 228 |
Other corporate facilities | 294 |  |  | 193 |
Total | $ | 1,085 |  |  | $ | 1,365 |
Corporate 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 matures on March 8, 2023. The Corporate Revolving Facility represents our primary revolving facility. Borrowings under the Corporate Revolving Facility bear interest, at our option, at either a base rate or LIBOR rate. Base rate borrowings shall be at the base rate, plus an applicable margin ranging from 1.00% to 1.25% as provided in the Corporate Revolving Facility credit agreement. Base rate is defined as the higher of (i) the Federal Funds Effective Rate, as published by the Federal Reserve Bank of New York, plus 0.50% and (ii) the rate the administrative agent announces from time to time as its prime per annum rate. LIBOR rate borrowings shall be at the British Bankers’ Association Interest Settlement Rates for the interest period as selected by us as a one, two, three, six or, if agreed by all relevant lenders, nine or twelve month interest period, plus an applicable margin ranging from 2.00% to 2.25%. Interest payments are due on the last business day of each calendar quarter for base rate loans and the earlier of (i) the last day of the interest period selected or (ii) each day that is three months (or a whole multiple thereof) after the first day for the interest period selected for LIBOR rate loans. Letter of credit fees for issuances of letters of credit include fronting fees equal to that percentage per annum as may be separately agreed upon between us and the issuing lenders and a participation fee for the lenders equal to the applicable interest margin for LIBOR rate borrowings. Drawings under letters of credit shall be repaid within two business days or be converted into borrowings as provided in the Corporate Revolving Facility credit agreement. We incur an unused commitment fee ranging from 0.25% to 0.50% on the unused amount of commitments under the Corporate Revolving Facility. The Corporate Revolving Facility does not contain any requirements for mandatory prepayments. However, we may voluntarily repay, in whole or in part, the Corporate Revolving Facility, together with any accrued but unpaid interest, with prior notice and without premium or penalty. Amounts repaid may be reborrowed, and we may also voluntarily reduce the commitments under the Corporate Revolving Facility without premium or penalty. The Corporate Revolving Facility is guaranteed and secured by certain of our current domestic subsidiaries and will also be additionally guaranteed by our future domestic subsidiaries that are required to provide such a guarantee in accordance with the terms of the Corporate Revolving Facility. The Corporate Revolving Facility ranks equally in right of payment with all of our and the guarantors’ other existing and future senior indebtedness and will be effectively subordinated in right of payment to all existing and future liabilities of our subsidiaries that do not guarantee the Corporate Revolving Facility. The Corporate Revolving Facility also requires compliance with financial covenants that include a minimum cash interest coverage ratio and a maximum net leverage ratio. CDHI We have a $300 million revolving facility related to CDHI which matures on October 2, 2021. 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 to us. Our CDHI revolving facility is restricted to support certain obligations under PPAs and power transmission and natural gas transportation agreements as well as fund the construction of our Washington Parish Energy Center. Borrowings under the CDHI revolving facility were $122 million at December 31, 2019, and bear interest, at our option, at either a base rate or LIBOR rate. Base rate borrowings shall be at the base rate, plus an applicable margin of 1.75% and LIBOR rate borrowings shall be at the LIBOR rate, plus an applicable margin of 2.75%. Other corporate facilities We have three unsecured letter of credit facilities with third party financial institutions totaling approximately $300 million. One of the facilities, with commitments totaling $150 million, matures partially in June 2020 and fully by December 2020. The other two facilities, with commitments totaling $50 million and approximately $100 million, mature in December 2023 and December 2021, respectively. Fair Value of Debt We record our debt instruments based on contractual terms, net of any applicable premium or discount and debt issuance costs. The following table details the fair values and carrying values of our debt instruments at December 31, 2019 and 2018 (in millions):
| 2019 |  | 2018
| Fair Value |  | Carrying Value |  | Fair Value |  | Carrying Value
Senior Unsecured Notes | $ | 3,764 |  |  | $ | 3,663 |  |  | $ | 2,803 |  |  | $ | 3,036 |
First Lien Term Loans | 3,238 |  |  | 3,167 |  |  | 2,877 |  |  | 2,976 |
First Lien Notes | 2,929 |  |  | 2,835 |  |  | 2,299 |  |  | 2,400 |
Project financing, notes payable and other(1) | 822 |  |  | 817 |  |  | 1,209 |  |  | 1,188 |
CCFC Term Loan | 982 |  |  | 967 |  |  | 938 |  |  | 974 |
Revolving facilities | 122 |  |  | 122 |  |  | 30 |  |  | 30 |
Total | $ | 11,857 |  |  | $ | 11,571 |  |  | $ | 10,156 |  |  | $ | 10,604 |
____________
(1) | Excludes a lease that is accounted for as a failed sale-leaseback transaction under U.S. GAAP.
Our Senior Unsecured Notes, First Lien Term Loans, First Lien Notes and CCFC Term Loan are categorized as level 2 within the fair value hierarchy. Our revolving facilities and project financing, notes payable and other debt instruments are categorized as level 3 within the fair value hierarchy. We do not have any debt instruments with fair value measurements categorized as level 1 within the fair value hierarchy.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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