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Delaware
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27-3235920
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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700 Milam Street, Suite 1900
Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
x
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Bcf
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|
billion cubic feet
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Bcf/d
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billion cubic feet per day
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Bcf/yr
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billion cubic feet per year
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Bcfe
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billion cubic feet equivalent
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DOE
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U.S. Department of Energy
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EPC
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engineering, procurement and construction
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FERC
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Federal Energy Regulatory Commission
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FTA countries
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countries with which the United States has a free trade agreement providing for national treatment for trade in natural gas
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GAAP
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generally accepted accounting principles in the United States
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Henry Hub
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the final settlement price (in USD per MMBtu) for the New York Mercantile Exchange’s Henry Hub natural gas futures contract for the month in which a relevant cargo’s delivery window is scheduled to begin
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LIBOR
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London Interbank Offered Rate
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LNG
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liquefied natural gas, a product of natural gas that, through a refrigeration process, has been cooled to a liquid state, which occupies a volume that is approximately 1/600th of its gaseous state
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MMBtu
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million British thermal units, an energy unit
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mtpa
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million tonnes per annum
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non-FTA countries
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countries with which the United States does not have a free trade agreement providing for national treatment for trade in natural gas and with which trade is permitted
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SEC
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Securities and Exchange Commission
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SPA
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LNG sale and purchase agreement
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Train
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an industrial facility comprised of a series of refrigerant compressor loops used to cool natural gas into LNG
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TUA
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terminal use agreement
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Cheniere
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Cheniere Energy, Inc.
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Cheniere Holdings
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Cheniere Energy Partners LP Holdings, LLC
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Cheniere Investments
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Cheniere Energy Investments, LLC
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Cheniere Marketing
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Cheniere Marketing International LLP
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Cheniere Partners
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Cheniere Energy Partners, L.P.
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Cheniere Terminals
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Cheniere LNG Terminals, LLC
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CTPL
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Cheniere Creole Trail Pipeline, L.P.
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SPLNG
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Sabine Pass LNG, L.P.
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•
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statements that we expect to commence or complete construction of our natural gas liquefaction project, or any expansions or portions thereof, by certain dates, or at all;
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•
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s
tatements regarding future levels of domestic and international natural gas production, supply or consumption or future levels of LNG imports into or exports from North America and other countries worldwide or purchases of natural gas, regardless of the source of such information, or the transportation or other infrastructure or demand for and prices related to natural gas, LNG or other hydrocarbon products
;
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•
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statements regarding any financing transactions or arrangements, or ability to enter into such transactions;
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•
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statements relating to the construction of our Trains, including statements concerning the engagement of any EPC contractor or other contractor and the anticipated terms and provisions of any agreement with any such EPC or other contractor, and anticipated costs related thereto;
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•
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statements regarding any SPA or other agreement to be entered into or performed substantially in the future, including any revenues anticipated to be received and the anticipated timing thereof, and statements regarding the amounts of total natural gas liquefaction or storage capacities that are, or may become, subject to contracts;
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•
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statements regarding counterparties to our commercial contracts, construction contracts and other contracts;
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•
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statements regarding our planned development and construction of additional Trains, including the financing of such Trains;
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•
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statements that our Trains, when completed, will have certain characteristics, including amounts of liquefaction capacities;
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•
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statements regarding our business strategy, our strengths, our business and operation plans or any other plans, forecasts, projections, or objectives, including anticipated revenues, capital expenditures, maintenance and operating costs and cash flows, any or all of which are subject to change;
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•
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statements regarding legislative, governmental, regulatory, administrative or other public body actions, approvals, requirements, permits, applications, filings, investigations, proceedings or decisions; and
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•
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any other statements that relate to non-historica
l or future information.
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ITEMS 1. AND 2.
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BUSINESS AND PROPERTIES
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•
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completing construction and commencing operation of the first five Trains of the Liquefaction Project;
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•
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developing and operating our Trains safely, efficiently and reliably;
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•
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making LNG available to our long-term SPA customers to generate steady and reliable revenues and operating cash flows; and
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•
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obtaining the requisite long-term commercial contracts and financing to reach a final investment decision
(“FID”)
regarding Train 6 of the
Liquefaction Project
.
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Trains 1 & 2
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Trains 3 & 4
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Train 5
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|||
Overall project completion percentage
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100%
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95.5%
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52.4%
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|||
Completion percentage of:
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|||
Engineering
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100%
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100%
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96.6%
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|||
Procurement
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100%
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100%
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76.6%
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Subcontract work
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100%
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78.6%
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43.7%
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|||
Construction
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100%
|
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93.2%
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11.3%
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|||
Date of expected substantial completion
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Train 1
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Operational
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Train 3
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1Q 2017
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Train 5
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2H 2019
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Train 2
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Operational
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Train 4
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2H 2017
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•
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Trains 1 through 4—
FTA countries
for a 30-year term, which commenced on May 15, 2016, and
non-FTA countries
for a 20-year term, which commenced on June 3, 2016, in an amount up to a combined total of the equivalent of 16
mtpa
(approximately 803
Bcf/yr
of natural gas).
|
•
|
Trains 1 through 4—
FTA countries
for a 25-year term and non-FTA countries for a 20-year term, in an amount up to a combined total of the equivalent of approximately 203
Bcf/yr
of natural gas (approximately 4 mtpa).
|
•
|
Trains 5 and 6—
FTA countries
and
non-FTA countries
for a 20-year term, in an amount up to a combined total of 503.3
Bcf/yr
of natural gas (approximately 10 mtpa).
|
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BG Gulf Coast LNG, LLC
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Gas Natural Fenosa LNG GOM, Limited
|
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Korea Gas Corporation
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GAIL (India) Limited
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Total Gas & Power North America, Inc.
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Centrica plc
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Annual contract quantity of LNG (in million MMBtu)
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286.50 (1) (2)
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182.50 (3)
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182.50
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182.50
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104.75
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91.25
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Annual contract quantity of LNG (mtpa)
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5.5
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3.5
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3.5
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3.5
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2.0
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1.75
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Expected annual fixed fees (in millions)
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$723 (1)
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$454
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$548
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$548
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$314
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$274
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Fixed fees $/MMBtu
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$2.25 - $3.00 (1)
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$2.49
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$3.00
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$3.00
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$3.00
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$3.00
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Variable fee per MMBtu
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115% of
Henry Hub |
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115% of
Henry Hub |
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115% of Henry Hub
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115% of Henry Hub
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115% of
Henry Hub |
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115% of
Henry Hub |
Contract start (date of first commercial delivery for applicable Train)
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Train 1 (1)
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Train 2
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Train 3
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Train 4
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Train 5
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Train 5
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Guarantor
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BG Energy Holdings Limited
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Gas Natural SDG S.A.
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N/A
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N/A
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Total S.A.
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N/A
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Principal place of business of customer
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United States
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Republic of Ireland
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Republic of Korea
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India
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United States
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England and Wales
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(1)
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Includes an annual contract quantity of 182.5 million MMBtu of LNG upon the date of first commercial delivery of Train 1 with a fixed fee of $2.25 per MMBtu and includes additional annual contract quantities of 36.5 million MMBtu, 34.0 million MMBtu and 33.5 million MMBtu upon the date of first commercial delivery for Trains 2, 3 and 4, respectively, with a fixed fee of $3.00 per MMBtu. Annual fixed fees of approximately $723 million are expected following the date of first commercial delivery of Train 4, consisting of approximately $520 million related to Trains 1 and 2 and approximately $203 million related to Trains 3 and 4.
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(2)
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Does not include 500,000 MMBtu/d of LNG at a fixed fee of $2.25 per MMBtu of LNG that was available upon Train 1 becoming commercially operable prior to the beginning of its first delivery window.
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(3)
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Does not include 285,000 MMBtu/d of LNG at a fixed fee of $2.49 per MMBtu of LNG that is available upon Train 2 becoming commercially operable prior to the beginning of its first delivery window.
|
ITEM 1A.
|
RISK FACTORS
|
•
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Risks Relating to Our Financial Matters; and
|
•
|
Risks Relating to the Completion of Our Liquefaction Facilities and the Development and Operation of Our Business.
|
•
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expected supply is less than the amount hedged;
|
•
|
the counterparty to the hedging contract defaults on its contractual obligations; or
|
•
|
there is a change in the expected differential between the underlying price in the hedging agreement and actual prices received.
|
•
|
the facilities’ performing below expected levels of efficiency;
|
•
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breakdown or failures of equipment;
|
•
|
operational errors by vessel or tug operators;
|
•
|
operational errors by us or any contracted facility operator;
|
•
|
labor disputes; and
|
•
|
weather-related interruptions of operations.
|
•
|
design and engineer each Train to operate in accordance with specifications;
|
•
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engage and retain third-party subcontractors and procure equipment and supplies;
|
•
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respond to difficulties such as equipment failure, delivery delays, schedule changes and failure to perform by subcontractors, some of which are beyond their control;
|
•
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attract, develop and retain skilled personnel, including engineers;
|
•
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post required construction bonds and comply with the terms thereof;
|
•
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manage the construction process generally, including coordinating with other contractors and regulatory agencies; and
|
•
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maintain their own financial condition, including adequate working capital.
|
•
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competitive liquefaction capacity in North America;
|
•
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insufficient or oversupply of natural gas liquefaction or receiving capacity worldwide;
|
•
|
insufficient LNG tanker capacity;
|
•
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weather conditions;
|
•
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reduced demand and lower prices for natural gas;
|
•
|
increased natural gas production deliverable by pipelines, which could suppress demand for LNG;
|
•
|
decreased oil and natural gas exploration activities, which may decrease the production of natural gas;
|
•
|
cost improvements that allow competitors to provide natural gas liquefaction capabilities at reduced prices;
|
•
|
changes in supplies of, and prices for, alternative energy sources such as coal, oil, nuclear, hydroelectric, wind and solar energy, which may reduce the demand for natural gas;
|
•
|
changes in regulatory, tax or other governmental policies regarding imported or exported LNG, natural gas or alternative energy sources, which may reduce the demand for imported or exported LNG and/or natural gas;
|
•
|
political conditions in natural gas producing regions;
|
•
|
adverse relative demand for LNG compared to other markets, which may decrease LNG exports from North America; and
|
•
|
cyclical trends in general business and economic conditions that cause changes in the demand for natural gas.
|
•
|
increased construction costs;
|
•
|
economic downturns, increases in interest rates or other events that may affect the availability of sufficient financing for liquefaction projects on commercially reasonable terms;
|
•
|
decreases in the price of LNG, which might decrease the expected returns relating to investments in liquefaction projects;
|
•
|
the inability of project owners or operators to obtain governmental approvals to construct or operate liquefaction facilities;
|
•
|
political unrest or local community resistance to the siting of liquefaction facilities due to safety, environmental or security concerns; and
|
•
|
any significant explosion, spill or similar incident involving a liquefaction facility or LNG vessel.
|
•
|
an inadequate number of shipyards constructing LNG vessels and a backlog of orders at these shipyards;
|
•
|
political or economic disturbances in the countries where the vessels are being constructed;
|
•
|
changes in governmental regulations or maritime self-regulatory organizations;
|
•
|
work stoppages or other labor disturbances at the shipyards;
|
•
|
bankruptcy or other financial crisis of shipbuilders;
|
•
|
quality or engineering problems;
|
•
|
weather interference or a catastrophic event, such as a major earthquake, tsunami or fire; and
|
•
|
shortages of or delays in the receipt of necessary construction materials.
|
•
|
increases in worldwide LNG production capacity and availability of LNG for market supply;
|
•
|
increases in demand for LNG but at levels below those required to maintain current price equilibrium with respect to supply;
|
•
|
increases in the cost to supply natural gas feedstock to the Liquefaction Project;
|
•
|
decreases in the cost of competing sources of natural gas or alternate fuels such as coal, heavy fuel oil and diesel;
|
•
|
decreases in the price of non-U.S. LNG, including decreases in price as a result of contracts indexed to lower oil prices;
|
•
|
increases in capacity and utilization of nuclear power and related facilities; and
|
•
|
displacement of LNG by pipeline natural gas or alternate fuels in locations where access to these energy sources is not currently available.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURE
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED MEMBER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Revenues (including transactions with affiliates)
|
|
$
|
833,411
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Income (loss) from operations
|
|
49,847
|
|
|
(91,632
|
)
|
|
(119,179
|
)
|
|
(135,660
|
)
|
|
(85,783
|
)
|
|||||
Interest expense, net of capitalized interest
|
|
(185,825
|
)
|
|
(36,330
|
)
|
|
(23,909
|
)
|
|
(10,796
|
)
|
|
(139
|
)
|
|||||
Net loss
|
|
(193,465
|
)
|
|
(265,617
|
)
|
|
(376,853
|
)
|
|
(194,490
|
)
|
|
(85,157
|
)
|
|
|
December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Property, plant and equipment, net
|
|
$
|
11,874,843
|
|
|
$
|
9,841,407
|
|
|
$
|
6,962,395
|
|
|
$
|
4,412,580
|
|
|
$
|
1,228,720
|
|
Total assets
|
|
12,883,316
|
|
|
10,433,380
|
|
|
7,818,254
|
|
|
5,857,456
|
|
|
1,710,380
|
|
|||||
Current debt
|
|
223,500
|
|
|
15,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt, net
|
|
11,649,229
|
|
|
9,205,559
|
|
|
6,389,775
|
|
|
4,027,046
|
|
|
100,000
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Overview of Business
|
•
|
Overview of Significant Events
|
•
|
Liquidity and Capital Resources
|
•
|
Contractual Obligations
|
•
|
Results of Operations
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Summary of Critical Accounting Estimates
|
•
|
Recent Accounting Standards
|
•
|
We commenced production and shipment of LNG commissioning cargoes from Trains 1 and 2 of the
Liquefaction Project
in February and August 2016, respectively, and achieved substantial completion and commenced operating activities in May and September 2016, respectively.
|
•
|
In September 2016, we initiated the commissioning process for Train 3 of the
Liquefaction Project
.
|
•
|
In November 2016, the date of first commercial delivery was reached under our fixed price, 20-year SPA with BG Gulf Coast LNG, LLC relating to the first train of the
Liquefaction Project
.
|
•
|
Jack A. Fusco was appointed as our Chief Executive Officer in May 2016.
|
•
|
In June and September 2016, we issued 5.875% Senior Secured Notes due 2026
(the “2026 Senior Notes”)
and 5.00% Senior Secured Notes due 2027
(the “2027 Senior Notes”)
, respectively, for aggregate principal amounts of $1.5 billion each. Net proceeds of the offerings of the
2026 Senior Notes
and
2027 Senior Notes
were approximately $1.3 billion and $1.4 billion, respectively, after deducting commissions, fees and expenses and incremental interest required under the respective senior notes during construction. The net proceeds were used to prepay a portion (for the
2026 Senior Notes
) and all (for the
2027 Senior Notes
) of the outstanding borrowings under the credit facilities we entered into in June 2015
(the “2015 Credit Facilities”)
. The remaining proceeds from the
2027 Senior Notes
were used to pay a portion
|
•
|
Standard & Poor’s (“S&P”) upgraded our senior secured rating to BBB- from BB+ in September 2016. Additionally, Moody’s Investors Service upgraded our senior secured rating to Ba2 from Ba3 in April 2016, and further upgraded it to Ba1 in December 2016. In January 2017, Fitch Ratings assigned us a senior secured investment grade rating of BBB-.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash designated for the Liquefaction Project
|
357,953
|
|
|
189,260
|
|
||
Available commitments under the following credit facilities:
|
|
|
|
||||
2015 Credit Facilities
|
1,642,133
|
|
|
3,755,000
|
|
||
$1.2 billion Working Capital Facility (“Working Capital Facility”)
|
652,823
|
|
|
1,049,785
|
|
|
Trains 1 & 2
|
|
Trains 3 & 4
|
|
Train 5
|
|||
Overall project completion percentage
|
100%
|
|
95.5%
|
|
52.4%
|
|||
Completion percentage of:
|
|
|
|
|
|
|||
Engineering
|
100%
|
|
100%
|
|
96.6%
|
|||
Procurement
|
100%
|
|
100%
|
|
76.6%
|
|||
Subcontract work
|
100%
|
|
78.6%
|
|
43.7%
|
|||
Construction
|
100%
|
|
93.2%
|
|
11.3%
|
|||
Date of expected substantial completion
|
Train 1
|
Operational
|
|
Train 3
|
1Q 2017
|
|
Train 5
|
2H 2019
|
|
Train 2
|
Operational
|
|
Train 4
|
2H 2017
|
|
|
|
•
|
Trains 1 through 4—
FTA countries
for a 30-year term, which commenced on May 15, 2016, and
non-FTA countries
for a 20-year term, which commenced on June 3, 2016, in an amount up to a combined total of the equivalent of 16
mtpa
(approximately 803
Bcf/yr
of natural gas).
|
•
|
Trains 1 through 4—
FTA countries
for a 25-year term and non-FTA countries for a 20-year term, in an amount up to a combined total of the equivalent of approximately 203
Bcf/yr
of natural gas (approximately 4 mtpa).
|
•
|
Trains 5 and 6—
FTA countries
and
non-FTA countries
for a 20-year term, in an amount up to a combined total of 503.3
Bcf/yr
of natural gas (approximately 10 mtpa).
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Senior Notes (1)
|
|
$
|
11,500,000
|
|
|
$
|
8,500,000
|
|
Credit facilities outstanding balance (2)
|
|
537,500
|
|
|
860,000
|
|
||
Letters of credit issued (2)
|
|
323,677
|
|
|
135,215
|
|
||
Available commitments under credit facilities (2)
|
|
2,294,956
|
|
|
4,804,785
|
|
||
Total capital resources from borrowings and available commitments
|
|
$
|
14,656,133
|
|
|
$
|
14,300,000
|
|
|
(1)
|
Includes 5.625% Senior Secured Notes due 2021, 6.25% Senior Secured Notes due 2022, 5.625% Senior Secured Notes due 2023
(the “2023 Senior Notes”)
, 5.75% Senior Secured Notes due 2024
(the “2024 Senior Notes”)
, 5.625% Senior Secured Notes due 2025
(the “2025 Senior Notes”)
, 2026 Senior Notes and 2027 Senior Notes
(collectively, the “Senior Notes”)
.
|
(2)
|
Includes 2015 Credit Facilities and Working Capital Facility.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating cash flows
|
|
$
|
(129,663
|
)
|
|
$
|
(207,231
|
)
|
|
$
|
(175,853
|
)
|
Investing cash flows
|
|
(2,337,864
|
)
|
|
(2,923,034
|
)
|
|
(2,587,565
|
)
|
|||
Financing cash flows
|
|
2,636,220
|
|
|
2,706,662
|
|
|
2,316,547
|
|
|||
|
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
168,693
|
|
|
(423,603
|
)
|
|
(446,871
|
)
|
|||
Cash, cash equivalents and restricted cash—beginning of period
|
|
189,260
|
|
|
612,863
|
|
|
1,059,734
|
|
|||
Cash, cash equivalents and restricted cash—end of period
|
|
$
|
357,953
|
|
|
$
|
189,260
|
|
|
$
|
612,863
|
|
•
|
$2.0 billion of borrowings under the
2015 Credit Facilities
;
|
•
|
issuance of aggregate principal amounts of $1.5 billion each of the
2026 Senior Notes
in June 2016 and the
2027 Senior Notes
in September 2016, which were used to prepay $2.5 billion of the outstanding borrowings under the
2015 Credit Facilities
;
|
•
|
$473.5 million of borrowings and a $265.0 million repayment made under the
Working Capital Facility
;
|
•
|
$42.1 million
of debt issuance costs related to up-front fees paid upon the closing of these transactions;
|
•
|
$0.4 million
of debt extinguishment costs paid in connection with the prepayments of the outstanding borrowings under the
2015 Credit Facilities
; and
|
•
|
$1.3 million
of equity contributions from Cheniere Partners, which decreased compared to the contributions received in prior years as a result of utilizing our borrowings instead of equity contributions from Cheniere Partners to finance our capital resource requirements.
|
•
|
issuance of an aggregate principal amount of $2.0 billion of the
2025 Senior Notes
in March 2015;
|
•
|
entering into the
2015 Credit Facilities
June 2015 and borrowing $860.0 million under this facility during the
year ended December 31, 2015
;
|
•
|
$168.6 million
of debt issuance and deferred financing costs related to up-front fees paid upon the closing of these transactions; and
|
•
|
$15.3 million
of equity contributions from Cheniere Partners.
|
•
|
$77.0 million of borrowings under the previous credit facilities;
|
•
|
issuance of an aggregate principal amount of $2.0 billion of the 2024 Senior Notes and $0.5 billion of the 2023 Senior Notes in May 2014, a portion of which was used to prepay $177.0 million of outstanding borrowings under the previous credit facilities;
|
•
|
$102.7 million
of debt issuance and deferred financing costs related to up-front fees paid upon the closing of these transactions; and
|
•
|
$11.7 million
of equity contributions from Cheniere Partners.
|
|
|
Payments Due By Period (1)
|
||||||||||||||||||
|
|
Total
|
|
2017
|
|
2018 - 2019
|
|
2020 - 2021
|
|
Thereafter
|
||||||||||
Construction obligations (2)
|
|
$
|
1,134,743
|
|
|
$
|
740,124
|
|
|
$
|
394,619
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Purchase obligations (3)
|
|
7,982,229
|
|
|
1,641,296
|
|
|
2,212,099
|
|
|
1,958,922
|
|
|
2,169,912
|
|
|||||
Debt (4)
|
|
12,037,500
|
|
|
223,500
|
|
|
—
|
|
|
2,314,000
|
|
|
9,500,000
|
|
|||||
Interest Payments (4)
|
|
4,827,227
|
|
|
685,422
|
|
|
1,370,843
|
|
|
1,232,394
|
|
|
1,538,568
|
|
|||||
Operating lease obligations
|
|
7,094
|
|
|
396
|
|
|
792
|
|
|
769
|
|
|
5,137
|
|
|||||
Obligations to affiliates (5)
|
|
4,396,914
|
|
|
224,609
|
|
|
449,217
|
|
|
449,217
|
|
|
3,273,871
|
|
|||||
Total
|
|
$
|
30,385,707
|
|
|
$
|
3,515,347
|
|
|
$
|
4,427,570
|
|
|
$
|
5,955,302
|
|
|
$
|
16,487,488
|
|
|
(1)
|
Agreements in force as of
December 31, 2016
that have terms dependent on project milestone dates are based on the estimated dates as of
December 31, 2016
.
|
(2)
|
Construction obligations primarily relate to the EPC contracts for Trains 3 through 5 of the
Liquefaction Project
. The estimated remaining cost pursuant to our EPC contracts as of
December 31, 2016
is included. A discussion of these obligations can be found at
Note 13—Commitments and Contingencies
of our Notes to Financial Statements.
|
(3)
|
Purchase obligations consist of contracts for which conditions precedent have been met, and primarily relate to natural
|
(4)
|
Based on the total debt balance, scheduled maturities and interest rates in effect at December 31,
2016
. See
Note 10—Debt
of our Notes to Financial Statements.
|
(5)
|
Obligations to affiliates relate to land subleased from SPLNG for the Liquefaction Project. Obligations arising through intercompany service agreements include TUA fees with SPLNG, including amounts assumed under the TURA, and only include the fixed fee portion and do not include variable fees. A discussion of these obligations can be found in
Note 11—Related Party Transactions
of our Notes to Financial Statements.
|
|
Year Ended December 31,
|
||||||||||||||||||
(in thousands)
|
2016
|
|
2015
|
|
Change
|
|
2014
|
|
Change
|
||||||||||
LNG revenues
|
$
|
539,454
|
|
|
$
|
—
|
|
|
$
|
539,454
|
|
|
$
|
—
|
|
|
$
|
—
|
|
LNG revenues—affiliate
|
293,957
|
|
|
—
|
|
|
293,957
|
|
|
—
|
|
|
—
|
|
|||||
Total revenues
|
$
|
833,411
|
|
|
$
|
—
|
|
|
$
|
833,411
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(in thousands)
|
2016
|
|
2015
|
|
Change
|
|
2014
|
|
Change
|
||||||||||
Cost (cost recovery) of sales
|
$
|
415,746
|
|
|
$
|
(32,453
|
)
|
|
$
|
448,199
|
|
|
$
|
(342
|
)
|
|
$
|
(32,111
|
)
|
Cost of sales—affiliate
|
6,754
|
|
|
—
|
|
|
6,754
|
|
|
—
|
|
|
—
|
|
|||||
Operating and maintenance expense
|
73,785
|
|
|
4,557
|
|
|
69,228
|
|
|
5,553
|
|
|
(996
|
)
|
|||||
Operating and maintenance expense—affiliate
|
128,423
|
|
|
1,331
|
|
|
127,092
|
|
|
95
|
|
|
1,236
|
|
|||||
Terminal use agreement maintenance expense (recovery)
|
(543
|
)
|
|
18,428
|
|
|
(18,971
|
)
|
|
25,677
|
|
|
(7,249
|
)
|
|||||
Terminal use agreement maintenance expense—affiliate
|
208
|
|
|
400
|
|
|
(192
|
)
|
|
387
|
|
|
13
|
|
|||||
Development expense
|
126
|
|
|
2,850
|
|
|
(2,724
|
)
|
|
9,319
|
|
|
(6,469
|
)
|
|||||
Development expense—affiliate
|
511
|
|
|
722
|
|
|
(211
|
)
|
|
1,153
|
|
|
(431
|
)
|
|||||
General and administrative expense
|
7,246
|
|
|
5,637
|
|
|
1,609
|
|
|
5,305
|
|
|
332
|
|
|||||
General and administrative expense—affiliate
|
68,070
|
|
|
87,681
|
|
|
(19,611
|
)
|
|
71,065
|
|
|
16,616
|
|
|||||
Depreciation and amortization expense
|
83,238
|
|
|
2,479
|
|
|
80,759
|
|
|
967
|
|
|
1,512
|
|
|||||
Total operating costs and expenses
|
$
|
783,564
|
|
|
$
|
91,632
|
|
|
$
|
691,932
|
|
|
$
|
119,179
|
|
|
$
|
(27,547
|
)
|
|
Year Ended December 31,
|
||||||||||||||||||
(in thousands)
|
2016
|
|
2015
|
|
Change
|
|
2014
|
|
Change
|
||||||||||
Interest expense, net of capitalized interest
|
$
|
185,825
|
|
|
$
|
36,330
|
|
|
$
|
149,495
|
|
|
$
|
23,909
|
|
|
$
|
12,421
|
|
Loss on early extinguishment of debt
|
52,180
|
|
|
96,273
|
|
|
(44,093
|
)
|
|
114,335
|
|
|
(18,062
|
)
|
|||||
Derivative loss, net
|
5,934
|
|
|
41,722
|
|
|
(35,788
|
)
|
|
119,401
|
|
|
(77,679
|
)
|
|||||
Other expense (income)
|
(627
|
)
|
|
(340
|
)
|
|
(287
|
)
|
|
29
|
|
|
(369
|
)
|
|||||
Total other expense
|
$
|
243,312
|
|
|
$
|
173,985
|
|
|
$
|
69,327
|
|
|
$
|
257,674
|
|
|
$
|
(83,689
|
)
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Fair Value
|
|
Change in Fair Value
|
|
Fair Value
|
|
Change in Fair Value
|
||||||||
Liquefaction Supply Derivatives
|
$
|
73,065
|
|
|
$
|
6,071
|
|
|
$
|
32,467
|
|
|
$
|
895
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Fair Value
|
|
Change in Fair Value
|
|
Fair Value
|
|
Change in Fair Value
|
||||||||
Interest Rate Derivatives
|
$
|
(6,224
|
)
|
|
$
|
2,310
|
|
|
$
|
(8,740
|
)
|
|
$
|
(3,058
|
)
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
|
|
|
By:
|
/s/ Jack A. Fusco
|
|
By:
|
/s/ Michael J. Wortley
|
|
Jack A. Fusco
|
|
|
Michael J. Wortley
|
|
Chief Executive Officer
(Principal Executive Officer) |
|
|
Manager and Chief Financial Officer
(Principal Financial Officer) |
/s/ KPMG LLP
|
KPMG LLP
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
|
357,953
|
|
|
189,260
|
|
||
Accounts and other receivables
|
|
89,729
|
|
|
577
|
|
||
Accounts receivable—affiliate
|
|
99,765
|
|
|
2,457
|
|
||
Advances to affiliate
|
|
25,892
|
|
|
28,312
|
|
||
Inventory
|
|
88,521
|
|
|
5,742
|
|
||
Other current assets
|
|
25,242
|
|
|
8,412
|
|
||
Other current assets—affiliate
|
|
10,585
|
|
|
—
|
|
||
Total current assets
|
|
697,687
|
|
|
234,760
|
|
||
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
11,874,843
|
|
|
9,841,407
|
|
||
Debt issuance costs, net
|
|
58,655
|
|
|
132,091
|
|
||
Non-current derivative assets
|
|
66,788
|
|
|
30,304
|
|
||
Other non-current assets, net
|
|
185,343
|
|
|
194,818
|
|
||
Total assets
|
|
$
|
12,883,316
|
|
|
$
|
10,433,380
|
|
|
|
|
|
|
||||
LIABILITIES AND MEMBER’S EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
22,750
|
|
|
$
|
13,420
|
|
Accrued liabilities
|
|
407,469
|
|
|
201,559
|
|
||
Current debt
|
|
223,500
|
|
|
15,000
|
|
||
Due to affiliates
|
|
33,016
|
|
|
53,848
|
|
||
Deferred revenue
|
|
45,921
|
|
|
—
|
|
||
Derivative liabilities
|
|
11,481
|
|
|
6,430
|
|
||
Total current liabilities
|
|
744,137
|
|
|
290,257
|
|
||
|
|
|
|
|
||||
Long-term debt, net
|
|
11,649,229
|
|
|
9,205,559
|
|
||
Non-current derivative liabilities
|
|
2,001
|
|
|
2,884
|
|
||
Other non-current liabilities—affiliate
|
|
1,679
|
|
|
3,393
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (see Note 13)
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Member’s equity
|
|
486,270
|
|
|
931,287
|
|
||
Total liabilities and member’s equity
|
|
$
|
12,883,316
|
|
|
$
|
10,433,380
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
||||||
LNG revenues
|
$
|
539,454
|
|
|
$
|
—
|
|
|
$
|
—
|
|
LNG revenues—affiliate
|
293,957
|
|
|
—
|
|
|
—
|
|
|||
Total revenues
|
833,411
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Operating costs and expenses
|
|
|
|
|
|
||||||
Cost (cost recovery) of sales (excluding depreciation and amortization expense shown separately below)
|
415,746
|
|
|
(32,453
|
)
|
|
(342
|
)
|
|||
Cost of sales—affiliate
|
6,754
|
|
|
—
|
|
|
—
|
|
|||
Operating and maintenance expense
|
73,785
|
|
|
4,557
|
|
|
5,553
|
|
|||
Operating and maintenance expense—affiliate
|
128,423
|
|
|
1,331
|
|
|
95
|
|
|||
Terminal use agreement maintenance expense (recovery)
|
(543
|
)
|
|
18,428
|
|
|
25,677
|
|
|||
Terminal use agreement maintenance expense—affiliate
|
208
|
|
|
400
|
|
|
387
|
|
|||
Development expense
|
126
|
|
|
2,850
|
|
|
9,319
|
|
|||
Development expense—affiliate
|
511
|
|
|
722
|
|
|
1,153
|
|
|||
General and administrative expense
|
7,246
|
|
|
5,637
|
|
|
5,305
|
|
|||
General and administrative expense—affiliate
|
68,070
|
|
|
87,681
|
|
|
71,065
|
|
|||
Depreciation and amortization expense
|
83,238
|
|
|
2,479
|
|
|
967
|
|
|||
Total operating costs and expenses
|
783,564
|
|
|
91,632
|
|
|
119,179
|
|
|||
|
|
|
|
|
|
||||||
Income (loss) from operations
|
49,847
|
|
|
(91,632
|
)
|
|
(119,179
|
)
|
|||
|
|
|
|
|
|
||||||
Other income (expense)
|
|
|
|
|
|
||||||
Interest expense, net of capitalized interest
|
(185,825
|
)
|
|
(36,330
|
)
|
|
(23,909
|
)
|
|||
Loss on early extinguishment of debt
|
(52,180
|
)
|
|
(96,273
|
)
|
|
(114,335
|
)
|
|||
Derivative loss, net
|
(5,934
|
)
|
|
(41,722
|
)
|
|
(119,401
|
)
|
|||
Other income (expense)
|
627
|
|
|
340
|
|
|
(29
|
)
|
|||
Total other expense
|
(243,312
|
)
|
|
(173,985
|
)
|
|
(257,674
|
)
|
|||
|
|
|
|
|
|
||||||
Net loss
|
$
|
(193,465
|
)
|
|
$
|
(265,617
|
)
|
|
$
|
(376,853
|
)
|
|
Sabine Pass LNG-LP, LLC
|
|
Total Member’s Equity
|
||||
Balance at December 31, 2013
|
$
|
1,638,265
|
|
|
$
|
1,638,265
|
|
Capital contributions from Cheniere Partners
|
11,734
|
|
|
11,734
|
|
||
Non-cash distributions to affiliates
|
(745
|
)
|
|
(745
|
)
|
||
Net loss
|
(376,853
|
)
|
|
(376,853
|
)
|
||
Balance at December 31, 2014
|
1,272,401
|
|
|
1,272,401
|
|
||
Capital contributions from Cheniere Partners
|
15,297
|
|
|
15,297
|
|
||
Non-cash distributions to affiliates
|
(90,794
|
)
|
|
(90,794
|
)
|
||
Net loss
|
(265,617
|
)
|
|
(265,617
|
)
|
||
Balance at December 31, 2015
|
931,287
|
|
|
931,287
|
|
||
Capital contributions from Cheniere Partners
|
1,250
|
|
|
1,250
|
|
||
Non-cash distributions to affiliates
|
(252,802
|
)
|
|
(252,802
|
)
|
||
Net loss
|
(193,465
|
)
|
|
(193,465
|
)
|
||
Balance at December 31, 2016
|
$
|
486,270
|
|
|
$
|
486,270
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(193,465
|
)
|
|
$
|
(265,617
|
)
|
|
$
|
(376,853
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||||||
Non-cash terminal use agreement maintenance expense
|
160
|
|
|
16,763
|
|
|
24,461
|
|
|||
Depreciation and amortization expense
|
83,238
|
|
|
2,479
|
|
|
967
|
|
|||
Amortization of debt issuance costs, deferred commitment fees and premium
|
11,711
|
|
|
2,100
|
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
52,180
|
|
|
96,273
|
|
|
114,335
|
|
|||
Total (gains) losses on derivatives, net
|
(36,380
|
)
|
|
7,377
|
|
|
118,199
|
|
|||
Net cash used for settlement of derivative instruments
|
(6,705
|
)
|
|
(41,756
|
)
|
|
(22,093
|
)
|
|||
Other
|
432
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and other receivables
|
(89,820
|
)
|
|
15
|
|
|
(22
|
)
|
|||
Accounts receivable—affiliate
|
(98,590
|
)
|
|
350
|
|
|
(1,584
|
)
|
|||
Advances to affiliate
|
722
|
|
|
(4,342
|
)
|
|
(14,539
|
)
|
|||
Inventory
|
(60,045
|
)
|
|
(3,565
|
)
|
|
(22,963
|
)
|
|||
Accounts payable and accrued liabilities
|
179,295
|
|
|
(4,967
|
)
|
|
9,234
|
|
|||
Due to affiliates
|
954
|
|
|
6,347
|
|
|
(2,373
|
)
|
|||
Deferred revenue
|
45,921
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(10,219
|
)
|
|
(975
|
)
|
|
(2,622
|
)
|
|||
Other—affiliate
|
(9,052
|
)
|
|
(17,713
|
)
|
|
—
|
|
|||
Net cash used in operating activities
|
(129,663
|
)
|
|
(207,231
|
)
|
|
(175,853
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
||||
Property, plant and equipment, net
|
(2,305,737
|
)
|
|
(2,861,000
|
)
|
|
(2,548,855
|
)
|
|||
Other
|
(32,127
|
)
|
|
(62,034
|
)
|
|
(38,710
|
)
|
|||
Net cash used in investing activities
|
(2,337,864
|
)
|
|
(2,923,034
|
)
|
|
(2,587,565
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
||||
Proceeds from issuances of debt
|
5,442,500
|
|
|
2,860,000
|
|
|
2,584,500
|
|
|||
Repayments of debt
|
(2,765,000
|
)
|
|
—
|
|
|
(177,000
|
)
|
|||
Debt issuance and deferred financing costs
|
(42,106
|
)
|
|
(168,635
|
)
|
|
(102,687
|
)
|
|||
Debt extinguishment costs
|
(424
|
)
|
|
—
|
|
|
—
|
|
|||
Capital contributions from Cheniere Partners
|
1,250
|
|
|
15,297
|
|
|
11,734
|
|
|||
Net cash provided by financing activities
|
2,636,220
|
|
|
2,706,662
|
|
|
2,316,547
|
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
168,693
|
|
|
(423,603
|
)
|
|
(446,871
|
)
|
|||
Cash, cash equivalents and restricted cash—beginning of period
|
189,260
|
|
|
612,863
|
|
|
1,059,734
|
|
|||
Cash, cash equivalents and restricted cash—end of period
|
$
|
357,953
|
|
|
$
|
189,260
|
|
|
$
|
612,863
|
|
|
December 31
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
357,953
|
|
|
189,260
|
|
|
155,810
|
|
|||
Non-current restricted cash
|
—
|
|
|
—
|
|
|
457,053
|
|
|||
Total cash, cash equivalents and restricted cash
|
$
|
357,953
|
|
|
$
|
189,260
|
|
|
$
|
612,863
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Current restricted cash
|
|
|
|
|
||||
Liquefaction Project
|
|
$
|
357,953
|
|
|
$
|
189,260
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Trade receivable
|
|
$
|
87,555
|
|
|
$
|
—
|
|
Other accounts receivable
|
|
2,174
|
|
|
577
|
|
||
Total accounts and other receivables
|
|
$
|
89,729
|
|
|
$
|
577
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Natural gas
|
|
$
|
14,755
|
|
|
$
|
5,724
|
|
LNG
|
|
45,008
|
|
|
—
|
|
||
Materials and other
|
|
28,758
|
|
|
18
|
|
||
Total inventory
|
|
$
|
88,521
|
|
|
$
|
5,742
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
LNG terminal costs
|
|
|
|
|
||||
LNG terminal
|
|
$
|
5,270,039
|
|
|
$
|
42,220
|
|
LNG terminal construction-in-process
|
|
6,675,317
|
|
|
9,795,309
|
|
||
Accumulated depreciation
|
|
(75,662
|
)
|
|
(789
|
)
|
||
Total LNG terminal costs, net
|
|
11,869,694
|
|
|
9,836,740
|
|
||
Fixed assets and other
|
|
|
|
|
|
|
||
Furniture and fixtures
|
|
1,446
|
|
|
1,154
|
|
||
Computer software
|
|
4,373
|
|
|
3,782
|
|
||
Machinery and equipment
|
|
405
|
|
|
339
|
|
||
Vehicles
|
|
2,731
|
|
|
1,405
|
|
||
Other
|
|
714
|
|
|
390
|
|
||
Accumulated depreciation
|
|
(4,520
|
)
|
|
(2,403
|
)
|
||
Total fixed assets and other, net
|
|
5,149
|
|
|
4,667
|
|
||
Property, plant and equipment, net
|
|
$
|
11,874,843
|
|
|
$
|
9,841,407
|
|
Components
|
|
Useful life (yrs)
|
Water pipelines
|
|
30
|
Liquefaction processing equipment
|
|
6-50
|
Other
|
|
15-30
|
•
|
interest rate swaps to hedge the exposure to volatility in a portion of the floating-rate interest payments under one of our credit facilities
(“Interest Rate Derivatives”)
;
|
•
|
commodity derivatives consisting of natural gas supply contracts for the commissioning and operation of the
Liquefaction Project
(“Physical Liquefaction Supply Derivatives”)
and associated economic hedges
(“Financial Liquefaction Supply Derivatives”, and collectively with the Physical Liquefaction Supply Derivatives, the “Liquefaction Supply Derivatives”)
; and
|
•
|
commodity derivatives to hedge the exposure to price risk attributable to future sales of our LNG inventory
(“Natural Gas Derivatives”)
.
|
|
Fair Value Measurements as of
|
||||||||||||||||||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||||||||||
Interest Rate Derivatives liability
|
$
|
—
|
|
|
$
|
(6,224
|
)
|
|
$
|
—
|
|
|
$
|
(6,224
|
)
|
|
$
|
—
|
|
|
$
|
(8,740
|
)
|
|
$
|
—
|
|
|
$
|
(8,740
|
)
|
Liquefaction Supply Derivatives asset (liability)
|
(4,483
|
)
|
|
(1,474
|
)
|
|
79,022
|
|
|
73,065
|
|
|
—
|
|
|
(25
|
)
|
|
32,492
|
|
|
32,467
|
|
||||||||
Natural Gas Derivatives asset
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
|
|
Net Fair Value Asset
(in thousands)
|
|
Valuation Technique
|
|
Significant Unobservable Input
|
|
Significant Unobservable Inputs Range
|
Physical Liquefaction Supply Derivatives
|
|
$79,022
|
|
Income Approach
|
|
Basis Spread
|
|
$(0.260) - $(0.003)
|
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Balance, beginning of period
|
|
$
|
32,492
|
|
|
$
|
342
|
|
Realized and mark-to-market gains:
|
|
|
|
|
||||
Included in cost of sales (1)
|
|
48,218
|
|
|
32,150
|
|
||
Purchases and settlements:
|
|
|
|
|
||||
Purchases
|
|
538
|
|
|
—
|
|
||
Settlements (1)
|
|
(2,226
|
)
|
|
—
|
|
||
Transfers out of Level 3
|
|
—
|
|
|
—
|
|
||
Balance, end of period
|
|
$
|
79,022
|
|
|
$
|
32,492
|
|
Change in unrealized gains relating to instruments still held at end of period
|
|
$
|
48,938
|
|
|
$
|
32,150
|
|
|
(1)
|
Does not include the decrease in fair value of
$0.7 million
related to the realized gains capitalized during the
year ended December 31, 2016
.
|
|
|
Initial Notional Amount
|
|
Maximum Notional Amount
|
|
Effective Date
|
|
Maturity Date
|
|
Weighted Average Fixed Interest Rate Paid
|
|
Variable Interest Rate Received
|
Interest Rate Derivatives
|
|
$20.0 million
|
|
$628.8 million
|
|
August 14, 2012
|
|
July 31, 2019
|
|
1.98%
|
|
One-month LIBOR
|
|
|
|
|
Fair Value Measurements as of
|
||||||
|
|
Balance Sheet Location
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Interest Rate Derivatives
|
|
Derivative liabilities
|
|
$
|
(4,223
|
)
|
|
$
|
(5,940
|
)
|
Interest Rate Derivatives
|
|
Non-current derivative liabilities
|
|
(2,001
|
)
|
|
(2,800
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest Rate Derivatives loss
|
|
$
|
(5,934
|
)
|
|
$
|
(41,722
|
)
|
|
$
|
(119,401
|
)
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
|
Liquefaction Supply Derivatives (1)
|
|
Natural Gas Derivatives
|
|
Total
|
|
Liquefaction Supply Derivatives
|
|
Natural Gas Derivatives (2)
|
|
Total
|
||||||||||||
Balance Sheet Location
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
|
|
$
|
13,535
|
|
|
$
|
—
|
|
|
$
|
13,535
|
|
|
$
|
2,737
|
|
|
$
|
29
|
|
|
$
|
2,766
|
|
Non-current derivative assets
|
|
66,788
|
|
|
—
|
|
|
66,788
|
|
|
30,304
|
|
|
—
|
|
|
30,304
|
|
||||||
Total derivative assets
|
|
80,323
|
|
|
—
|
|
|
80,323
|
|
|
33,041
|
|
|
29
|
|
|
33,070
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities
|
|
(7,258
|
)
|
|
—
|
|
|
(7,258
|
)
|
|
(490
|
)
|
|
—
|
|
|
(490
|
)
|
||||||
Non-current derivative liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
—
|
|
|
(84
|
)
|
||||||
Total derivative liabilities
|
|
(7,258
|
)
|
|
—
|
|
|
(7,258
|
)
|
|
(574
|
)
|
|
—
|
|
|
(574
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative asset, net
|
|
$
|
73,065
|
|
|
$
|
—
|
|
|
$
|
73,065
|
|
|
$
|
32,467
|
|
|
$
|
29
|
|
|
$
|
32,496
|
|
|
(1)
|
Does not include collateral of
$6.0 million
deposited for such contracts, which is included in
other current assets
in our Balance Sheet as of
December 31, 2016
.
|
(2)
|
Does not include collateral of
$0.4 million
deposited for such contracts, which is included in
other current assets
in our Balance Sheet as of
December 31, 2015
.
|
|
|
|
Year Ended December 31,
|
||||||||||
|
Statement of Operations Location (1)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Liquefaction Supply Derivatives loss
|
LNG revenues
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Liquefaction Supply Derivatives gain (2)
|
Cost (cost recovery) of sales
|
|
(42,172
|
)
|
|
(32,503
|
)
|
|
(342
|
)
|
|||
Natural Gas Derivatives gain
|
Operating and maintenance expense
|
|
(150
|
)
|
|
(1,842
|
)
|
|
(860
|
)
|
|
(1)
|
Fair value fluctuations associated with commodity derivative activities are classified and presented consistently with the item economically hedged and the nature and intent of the derivative instrument.
|
(2)
|
Does not include the realized value associated with derivative instruments that settle through physical delivery.
|
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset in the Balance Sheets
|
|
Net Amounts Presented in the Balance Sheets
|
||||||
Offsetting Derivative Assets (Liabilities)
|
|
|
|
|||||||||
As of December 31, 2016
|
|
|
|
|
|
|
||||||
Interest Rate Derivatives
|
|
$
|
(6,229
|
)
|
|
$
|
5
|
|
|
$
|
(6,224
|
)
|
Liquefaction Supply Derivatives
|
|
82,116
|
|
|
(1,793
|
)
|
|
80,323
|
|
|||
Liquefaction Supply Derivatives
|
|
(11,078
|
)
|
|
3,820
|
|
|
(7,258
|
)
|
|||
As of December 31, 2015
|
|
|
|
|
|
|
||||||
Interest Rate Derivatives
|
|
$
|
(8,740
|
)
|
|
$
|
—
|
|
|
$
|
(8,740
|
)
|
Liquefaction Supply Derivatives
|
|
33,636
|
|
|
(595
|
)
|
|
33,041
|
|
|||
Liquefaction Supply Derivatives
|
|
(574
|
)
|
|
—
|
|
|
(574
|
)
|
|||
Natural Gas Derivatives
|
|
152
|
|
|
(123
|
)
|
|
29
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Advances made under EPC and non-EPC contracts
|
|
$
|
22,809
|
|
|
$
|
32,049
|
|
Advances made to municipalities for water system enhancements
|
|
95,495
|
|
|
89,953
|
|
||
Advances and other asset conveyances to third parties to support LNG terminals
|
|
30,707
|
|
|
28,850
|
|
||
Tax-related payments and receivables
|
|
3,248
|
|
|
5,535
|
|
||
Information technology service assets
|
|
22,145
|
|
|
24,166
|
|
||
Other
|
|
10,939
|
|
|
14,265
|
|
||
Total other non-current assets, net
|
|
$
|
185,343
|
|
|
$
|
194,818
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Interest costs and related debt fees
|
|
$
|
204,110
|
|
|
$
|
135,336
|
|
Liquefaction Project costs
|
|
203,316
|
|
|
66,223
|
|
||
Other accrued liabilities
|
|
43
|
|
|
—
|
|
||
Total accrued liabilities
|
|
$
|
407,469
|
|
|
$
|
201,559
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Long-term debt
|
|
|
|
|
||||
5.625% Senior Secured Notes due 2021 (“2021 Senior Notes”), net of unamortized premium of $7,181 and $8,718
|
|
$
|
2,007,181
|
|
|
$
|
2,008,718
|
|
6.25% Senior Secured Notes due 2022 (“2022 Senior Notes”)
|
|
1,000,000
|
|
|
1,000,000
|
|
||
5.625% Senior Secured Notes due 2023 (“2023 Senior Notes”), net of unamortized premium of $5,657 and $6,392
|
|
1,505,657
|
|
|
1,506,392
|
|
||
5.75% Senior Secured Notes due 2024 (“2024 Senior Notes”)
|
|
2,000,000
|
|
|
2,000,000
|
|
||
5.625% Senior Secured Notes due 2025 (“2025 Senior Notes”)
|
|
2,000,000
|
|
|
2,000,000
|
|
||
5.875% Senior Secured Notes due 2026 (“2026 Senior Notes”)
|
|
1,500,000
|
|
|
—
|
|
||
5.00% Senior Secured Notes due 2027 (“2027 Senior Notes”)
|
|
1,500,000
|
|
|
—
|
|
||
2015 Credit Facilities
|
|
314,000
|
|
|
845,000
|
|
||
Unamortized debt issuance costs (1)
|
|
(177,609
|
)
|
|
(154,551
|
)
|
||
Total long-term debt, net
|
|
11,649,229
|
|
|
9,205,559
|
|
||
|
|
|
|
|
||||
Current debt
|
|
|
|
|
||||
$1.2 billion Working Capital Facility (“Working Capital Facility”)
|
|
223,500
|
|
|
15,000
|
|
||
Total debt, net
|
|
$
|
11,872,729
|
|
|
$
|
9,220,559
|
|
|
(1)
|
Effective January 1, 2016, we adopted ASU 2015-03 and ASU 2015-15, which require debt issuance costs related to term notes to be presented in the balance sheet as a direct deduction from the debt liability, rather than as an asset, retrospectively for each reporting period presented. As a result, we reclassified
$154.6 million
from debt issuance costs, net to long-term debt, net as of
December 31, 2015
.
|
Years Ending December 31,
|
|
Principal Payments
|
||
2017
|
|
$
|
223,500
|
|
2018
|
|
—
|
|
|
2019
|
|
—
|
|
|
2020
|
|
314,000
|
|
|
2021
|
|
2,000,000
|
|
|
Thereafter
|
|
9,500,000
|
|
|
Total
|
|
$
|
12,037,500
|
|
|
|
2015 Credit Facilities
|
|
Working Capital Facility
|
||||
Original facility size
|
|
$
|
4,600,000
|
|
|
$
|
1,200,000
|
|
Outstanding balance
|
|
314,000
|
|
|
223,500
|
|
||
Commitments prepaid or terminated
|
|
2,643,867
|
|
|
—
|
|
||
Letters of credit issued
|
|
—
|
|
|
323,677
|
|
||
Available commitment
|
|
$
|
1,642,133
|
|
|
$
|
652,823
|
|
|
|
|
|
|
||||
Interest rate
|
|
LIBOR plus 1.30% - 1.75% or base rate plus 1.75%
|
|
LIBOR plus 1.75% or base rate plus 0.75%
|
||||
Maturity date
|
|
Earlier of December 31, 2020 or second anniversary of Trains 1 through 5 completion date
|
|
December 31, 2020, with various terms for underlying loans
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Total interest cost
|
|
$
|
648,915
|
|
|
$
|
531,495
|
|
|
$
|
397,949
|
|
Capitalized interest
|
|
(463,090
|
)
|
|
(495,165
|
)
|
|
(374,040
|
)
|
|||
Total interest expense, net
|
|
$
|
185,825
|
|
|
$
|
36,330
|
|
|
$
|
23,909
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||||||
Senior Notes, net of premium (1)
|
|
$
|
11,512,838
|
|
|
$
|
12,308,736
|
|
|
$
|
8,515,110
|
|
|
$
|
7,469,718
|
|
Credit facilities (2)
|
|
537,500
|
|
|
537,500
|
|
|
860,000
|
|
|
860,000
|
|
|
(1)
|
The Level 2 estimated fair value was based on quotes obtained from broker-dealers or market makers of the Senior Notes and other similar instruments.
|
(2)
|
Includes
2015 Credit Facilities
and
Working Capital Facility
. 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.
|
|
Year Ended December 31,
|
|||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||
LNG revenues—affiliate
|
||||||||||||
Cheniere Marketing SPA and Cheniere Marketing Master SPA
|
$
|
293,957
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
||||||||||||
Cost of sales—affiliate
|
||||||||||||
Cargo loading fees under the Terminal Use Rights Assignment and Agreement (the “TURA”)
|
5,264
|
|
|
—
|
|
|
—
|
|
||||
Fees under the Pre-commercial LNG Marketing Agreement
|
1,490
|
|
|
—
|
|
|
—
|
|
||||
Total cost of sales—affiliate
|
6,754
|
|
|
—
|
|
|
—
|
|
||||
|
||||||||||||
Operating and maintenance expense—affiliate
|
||||||||||||
TUA
|
60,516
|
|
|
—
|
|
|
—
|
|
||||
Natural Gas Transportation Agreement
|
44,656
|
|
|
—
|
|
|
—
|
|
||||
Services Agreements
|
22,424
|
|
|
860
|
|
|
95
|
|
||||
LNG Site Sublease Agreement
|
827
|
|
|
471
|
|
|
—
|
|
||||
Total operating and maintenance expense—affiliate
|
128,423
|
|
|
1,331
|
|
|
95
|
|
||||
|
||||||||||||
Terminal use agreement maintenance expense—affiliate
|
||||||||||||
TUA
|
208
|
|
|
400
|
|
|
387
|
|
||||
|
||||||||||||
Development expense—affiliate
|
||||||||||||
Services Agreements
|
396
|
|
|
722
|
|
|
1,153
|
|
||||
LNG Site Sublease Agreement
|
115
|
|
|
—
|
|
|
—
|
|
||||
Total development expense—affiliate
|
511
|
|
|
722
|
|
|
1,153
|
|
||||
|
||||||||||||
General and administrative expense—affiliate
|
||||||||||||
Services Agreements
|
68,070
|
|
|
87,425
|
|
|
70,553
|
|
||||
LNG Site Sublease Agreement
|
—
|
|
|
241
|
|
|
482
|
|
||||
Other agreements
|
—
|
|
|
15
|
|
|
30
|
|
||||
Total general and administrative expense—affiliate
|
68,070
|
|
|
87,681
|
|
|
71,065
|
|
Years ending December 31,
|
Operating Leases (1)
|
||
2017
|
$
|
396
|
|
2018
|
396
|
|
|
2019
|
396
|
|
|
2020
|
396
|
|
|
2021
|
373
|
|
|
Thereafter
|
5,137
|
|
|
Total
|
$
|
7,094
|
|
|
(1)
|
Includes certain lease option renewals that are reasonably assured
.
|
Years Ending December 31,
|
Payments Due (1)
|
||
2017
|
$
|
1,611,296
|
|
2018
|
1,192,791
|
|
|
2019
|
1,019,309
|
|
|
2020
|
1,055,497
|
|
|
2021
|
903,425
|
|
|
Thereafter
|
2,169,912
|
|
|
Total
|
$
|
7,952,230
|
|
|
(1)
|
Pricing of natural gas supply contracts are variable based on market commodity basis prices adjusted for basis spread
.
Amounts included are based on prices and basis spreads as of
December 31, 2016
.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash paid during the period for interest, net of amounts capitalized
|
|
$
|
74,519
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-cash distributions to affiliates for conveyance of assets
|
|
252,802
|
|
|
90,645
|
|
|
745
|
|
|||
Other non-cash distribution to affiliates
|
|
—
|
|
|
149
|
|
|
—
|
|
|||
Non-cash conveyance of assets to non-affiliate
|
|
—
|
|
|
13,169
|
|
|
—
|
|
Standard
|
|
Description
|
|
Expected Date of Adoption
|
|
Effect on our Financial Statements or Other Significant Matters
|
ASU 2014-09,
Revenue from Contracts with Customers (Topic 606)
, and subsequent amendments thereto
|
|
This standard provides a single, comprehensive revenue recognition model which replaces and supersedes most existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires that the costs to obtain and fulfill contracts with customers should be recognized as assets and amortized to match the pattern of transfer of goods or services to the customer if expected to be recoverable. The standard also requires enhanced disclosures. This guidance may be adopted either retrospectively to each prior reporting period presented subject to allowable practical expedients (“full retrospective approach”) or as a cumulative-effect adjustment as of the date of adoption (“modified retrospective approach”).
|
|
January 1, 2018
|
|
We continue to evaluate the effect of this standard on our Financial Statements. Preliminarily, we plan to adopt this standard using the full retrospective approach and we do not currently anticipate that the adoption will have a material impact upon our revenues. The FASB has issued and may issue in the future amendments and interpretive guidance which may cause our evaluation to change. Furthermore, we routinely enter into new contracts and we cannot predict with certainty whether the accounting for any future contract under the new standard would result in a significant change from existing guidance. Because this assessment is preliminary and the accounting for revenue recognition is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact that recognizing fulfillment costs as assets will have on our Financial Statements.
|
ASU 2015-11,
Inventory (Topic 330): Simplifying the Measurement of Inventory
|
|
This standard requires inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance may be early adopted and must be adopted prospectively.
|
|
January 1, 2017
|
|
The adoption of this guidance will not have a material impact on our Financial Statements or related disclosures.
|
ASU 2016-02,
Leases (Topic 842)
|
|
This standard requires a lessee to recognize leases on its balance sheet by recording a lease liability representing the obligation to make future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. A lessee is permitted to make an election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard also modifies the definition of a lease and requires expanded disclosures. This guidance may be early adopted, and must be adopted using a modified retrospective approach with certain available practical expedients.
|
|
January 1, 2019
|
|
We continue to evaluate the effect of this standard on our Financial Statements. Preliminarily, we expect that the requirement to recognize all leases will be a significant change from current practice but will not have a material impact upon our Balance Sheets. Because this assessment is preliminary and the accounting for leases is subject to significant judgment, this conclusion could change as we finalize our assessment. We have not yet determined the impact of the adoption of this standard upon our results of operations or cash flows, whether we will elect to early adopt this standard or which, if any, practical expedients we will elect upon transition.
|
Standard
|
|
Description
|
|
Expected Date of Adoption
|
|
Effect on our Financial Statements or Other Significant Matters
|
ASU 2016-16,
Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory
|
|
This standard requires the immediate recognition of the tax consequences of intercompany asset transfers other than inventory. This guidance may be early adopted, but only at the beginning of an annual period, and must be adopted using a modified retrospective approach.
|
|
January 1, 2018
|
|
We are currently evaluating the impact of the provisions of this guidance on our Financial Statements and related disclosures.
|
Standard
|
|
Description
|
|
Date of Adoption
|
|
Effect on our Financial Statements or Other Significant Matters
|
ASU 2015-03,
Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
and ASU 2015-15,
Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements
|
|
These standards require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. Debt issuance costs incurred in connection with line of credit arrangements may be presented as an asset and subsequently amortized ratably over the term of the line of credit arrangement. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented.
|
|
January 1, 2016
|
|
Upon adoption of these standards, the balance of debt, net was reduced by the balance of debt issuance costs, net, except for the balance related to line of credit arrangements, on our Balance Sheets. See
Note 10—Debt
for additional disclosures.
|
ASU 2014-15,
Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern
|
|
This standard requires an entity’s management to evaluate, for each reporting period, whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued. Additional disclosures are required if management concludes that conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. Early adoption is permitted.
|
|
December 31, 2016
|
|
The adoption of this guidance did not have an impact on our Financial Statements or related disclosures.
|
ASU 2016-18,
Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force)
|
|
This standard requires an entity to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. This guidance may be early adopted, and must be adopted retrospectively to each prior reporting period presented.
|
|
December 31, 2016
|
|
As a result of adopting this standard, our Statements of Cash Flows now reconciles the balance of total cash, cash equivalents and restricted cash from the beginning of the period to the end of the period. This resulted in changes to previously reported cash flows from operating, investing and financing activities.
|
Standard
|
|
Description
|
|
Date of Adoption
|
|
Effect on our Financial Statements or Other Significant Matters
|
ASU 2017-01,
Business Combinations (Topic 805): Clarifying the Definition of a Business
|
|
This standard narrows the accounting definition of a business and clarifies that when substantially all of the fair value of an integrated set of assets and activities is concentrated in a single asset or a group of similar assets, the integrated set of assets and activities is not a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. This guidance may be early adopted and must be adopted prospectively.
|
|
December 31, 2016
|
|
The adoption of this guidance did not have an impact on our Financial Statements or related disclosures.
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Year ended December 31, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
28
|
|
|
$
|
85,326
|
|
|
$
|
264,424
|
|
|
$
|
483,633
|
|
Income (loss) from operations
|
|
(30,061
|
)
|
|
(28,521
|
)
|
|
(15,375
|
)
|
|
123,804
|
|
||||
Net income (loss)
|
|
(47,241
|
)
|
|
(86,690
|
)
|
|
(104,343
|
)
|
|
44,809
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loss from operations
|
|
(37,089
|
)
|
|
(29,532
|
)
|
|
(9,891
|
)
|
|
(15,120
|
)
|
||||
Net loss
|
|
(169,549
|
)
|
|
(48,101
|
)
|
|
(12,835
|
)
|
|
(35,132
|
)
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
MANAGERS, EXECUTIVE OFFICERS AND COMPANY GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED MEMBER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND MANAGER INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||
Audit Fees
|
|
$
|
2,015
|
|
|
$
|
1,210
|
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Financial Statements and Exhibits
|
(1)
|
Financial Statements—Sabine Pass Liquefaction, LLC:
|
(2)
|
Financial Statement Schedules:
|
(3)
|
Exhibits:
|
•
|
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
•
|
may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;
|
•
|
may apply standards of materiality that differ from those of a reasonable investor; and
|
•
|
were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.
|
Exhibit No.
|
|
Description
|
3.1
|
|
Certificate of Formation of Sabine Pass Liquefaction, LLC (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 (SEC File No. 333-192373), filed on November 15, 2013)
|
3.2
|
|
First Amended and Restated Limited Liability Company Agreement of Sabine Pass Liquefaction, LLC (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-4 (SEC File No. 333-192373), filed on November 15, 2013)
|
4.1
|
|
Indenture, dated as of February 1, 2013, by and among Sabine Pass Liquefaction, LLC, the guarantors that may become party thereto from time to time and The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on February 4, 2013)
|
4.2
|
|
Form of 5.625% Senior Secured Note due 2021 (Included as Exhibit A-1 to Exhibit 4.1 above)
|
Exhibit No.
|
|
Description
|
4.3
|
|
First Supplemental Indenture, dated as of April 16, 2013, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on April 16, 2013)
|
4.4
|
|
Second Supplemental Indenture, dated as of April 16, 2013, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1.2 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on April 16, 2013)
|
4.5
|
|
Form of 5.625% Senior Secured Note due 2023 (Included as Exhibit A-1 to Exhibit 4.4 above)
|
4.6
|
|
Third Supplemental Indenture, dated as of November 25, 2013, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on November 25, 2013)
|
4.7
|
|
Form of 6.25% Senior Secured Note due 2022 (Included as Exhibit A-1 to Exhibit 4.6 above)
|
4.8
|
|
Fourth Supplemental Indenture, dated as of May 20, 2014, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on May 22, 2014)
|
4.9
|
|
Form of 5.750% Senior Secured Note due 2024 (Included as Exhibit A-1 to Exhibit 4.8 above)
|
4.10
|
|
Fifth Supplemental Indenture, dated as of May 20, 2014, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.2 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on May 22, 2014)
|
4.11
|
|
Form of 5.625% Senior Secured Note due 2023 (Included as Exhibit A-1 to Exhibit 4.10 above)
|
4.12
|
|
Sixth Supplemental Indenture, dated as of March 3, 2015, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee (Incorporated by reference to Exhibit 4.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on March 3, 2015)
|
4.13
|
|
Form of 5.625% Senior Secured Note due 2025 (Included as Exhibit A-1 to Exhibit 4.12 above)
|
4.14
|
|
Seventh Supplemental Indenture, dated as of June 14, 2016, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee under the Indenture (Incorporated by reference to Exhibit 4.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on June 14, 2016)
|
4.15
|
|
Form of 5.875% Senior Secured Note due 2026 (Included as Exhibit A-1 to Exhibit 4.14 above)
|
4.16
|
|
Eighth Supplemental Indenture, dated as of September 19, 2016, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee under the Indenture (Incorporated by reference to Exhibit 4.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on September 23, 2016)
|
4.17
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|
Ninth Supplemental Indenture, dated as of September 23, 2016, between Sabine Pass Liquefaction, LLC and The Bank of New York Mellon, as Trustee under the Indenture (Incorporated by reference to Exhibit 4.2 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on September 23, 2016)
|
4.18
|
|
Form of 5.00% Senior Secured Note due 2027 (Included as Exhibit A-2 to Exhibit 4.17 above)
|
10.1
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|
LNG Sale and Purchase Agreement (FOB), dated November 21, 2011, between Sabine Pass Liquefaction, LLC (Seller) and Gas Natural Aprovisionamientos SDG S.A. (subsequently assigned to Gas Natural Fenosa LNG GOM, Limited) (Buyer) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on November 21, 2011)
|
10.2
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated April 3, 2013, between Sabine Pass Liquefaction, LLC (Seller) and Gas Natural Aprovisionamientos SDG S.A. (subsequently assigned to Gas Natural Fenosa LNG GOM, Limited) (Buyer) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on May 3, 2013)
|
10.3
|
|
LNG Sale and Purchase Agreement (FOB), dated December 11, 2011, between Sabine Pass Liquefaction, LLC (Seller) and GAIL (India) Limited (Buyer) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on December 12, 2011)
|
10.4
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated February 18, 2013, between Sabine Pass Liquefaction, LLC (Seller) and GAIL (India) Limited (Buyer) (Incorporated by reference to Exhibit 10.18 to Cheniere Partners’ Annual Report on Form 10-K (SEC File No. 001-33366), filed on February 22, 2013)
|
10.5
|
|
Amended and Restated LNG Sale and Purchase Agreement (FOB), dated January 25, 2012, between Sabine Pass Liquefaction, LLC (Seller) and BG Gulf Coast LNG, LLC (Buyer) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on January 26, 2012)
|
Exhibit No.
|
|
Description
|
10.6
|
|
Letter agreement, dated May 12, 2016, amending the Amended and Restated LNG Sale and Purchase Agreement (FOB) between Sabine Pass Liquefaction, LLC and BG Gulf Coast LNG, LLC dated January 25, 2012 (Incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-4 (SEC File No. 333-215882), filed on February 3, 2017)
|
10.7
|
|
LNG Sale and Purchase Agreement (FOB), dated January 30, 2012, between Sabine Pass Liquefaction, LLC (Seller) and Korea Gas Corporation (Buyer) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on January 30, 2012)
|
10.8
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated February 18, 2013, between Sabine Pass Liquefaction, LLC (Seller) and Korea Gas Corporation (Buyer) (Incorporated by reference to Exhibit 10.19 to Cheniere Partners’ Annual Report on Form 10-K (SEC File No. 001-33366), filed on February 22, 2013)
|
10.9
|
|
LNG Sale and Purchase Agreement (FOB), dated December 14, 2012, between Sabine Pass Liquefaction, LLC (Seller) and Total Gas & Power North America, Inc. (Buyer) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on December 17, 2012)
|
10.10
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated August 28, 2015, between Sabine Pass Liquefaction, LLC (Seller) and Total Gas & Power North America, Inc. (Buyer) (Incorporated by reference to Exhibit 10.4 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on October 30, 2015)
|
10.11
|
|
LNG Sale and Purchase Agreement (FOB), dated March 22, 2013, between Sabine Pass Liquefaction, LLC (Seller) and Centrica plc (Buyer) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on March 25, 2013)
|
10.12
|
|
Amendment No. 1 of LNG Sale and Purchase Agreement (FOB), dated September 11, 2015, between Sabine Pass Liquefaction, LLC (Seller) and Centrica plc (Buyer) (Incorporated by reference to Exhibit 10.5 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on October 30, 2015)
|
10.13
|
|
Amended and Restated LNG Sale and Purchase Agreement (FOB), dated August 5, 2014, between Sabine Pass Liquefaction, LLC (Seller) and Cheniere Marketing, LLC (Buyer) (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No. 333-192373), filed on August 11, 2014)
|
10.14*
|
|
Letter agreement, dated December 8, 2016, amending the Amended and Restated LNG Sale and Purchase Agreement (FOB), dated August 5, 2014, between Sabine Pass Liquefaction, LLC, and Cheniere Marketing International LLP (as assignee of Cheniere Marketing, LLC)
|
10.15
|
|
Management Services Agreement, dated May 14, 2012, by and between Cheniere LNG Terminals, LLC. and Sabine Pass Liquefaction, LLC (Incorporated by reference to Exhibit 10.6 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on May 15, 2012)
|
10.16
|
|
Amendment to Management Services Agreement, dated September 28, 2015, between Cheniere LNG Terminals, LLC and Sabine Pass Liquefaction, LLC (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q/A (SEC File No. 333-192373), filed on November 9, 2015)
|
10.17
|
|
Operation and Maintenance Agreement (Sabine Pass Liquefaction Facilities), dated May 14, 2012, by and among Cheniere LNG O&M Services, LLC, Cheniere Energy Partners GP, LLC and Sabine Pass Liquefaction, LLC (Incorporated by reference to Exhibit 10.5 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on May 15, 2012)
|
10.18
|
|
Amendment to Operation and Maintenance Agreement (Sabine Pass Liquefaction Facilities), dated September 28, 2015, by and among Cheniere LNG O&M Services, LLC, Cheniere Energy Investments, LLC and Sabine Pass Liquefaction, LLC (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q/A (SEC File No. 333-192373), filed on November 9, 2015)
|
10.19
|
|
Assignment and Assumption Agreement (Sabine Pass Liquefaction O&M Agreement),dated as of November 20, 2013, by and between Cheniere Energy Partners GP, LLC and Cheniere Energy Investments, LLC (Incorporated by reference to Exhibit 10.76 to Cheniere Holdings’ Registration Statement on Form S-1 (SEC File No. 333-191298), filed on December 2, 2013)
|
10.20
|
|
Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc. (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on November 14, 2011)
|
Exhibit No.
|
|
Description
|
10.21
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-0001 EPC Terms and Conditions, dated May 1, 2012, (ii) the Change Order CO-0002 Heavies Removal Unit, dated May 23, 2012, (iii) the Change Order CO-0003 LNTP, dated June 6, 2012, (iv) the Change Order CO-0004 Addition of Inlet Air Humidification, dated July 10, 2012, (v) the Change Order CO-0005 Replace Natural Gas Generators with Diesel Generators, dated July 10, 2012, (vi) the Change Order CO-0006 Flange Reduction and Valve Positioners, dated June 20, 2012, and (vii) the Change Order CO-0007 Relocation of Temporary Facilities, Power Poles Relocation Reimbursement, and Duck Blind Road Improvement Reimbursement, dated July 13, 2012 (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on August 3, 2012)
|
10.22
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-0008 Delay in Full Placement of Insurance, dated July 27, 2012, (ii) the Change Order CO-0009 HAZOP Action Items, dated July 31, 2012, (iii) the Change Order CO-00010 Fuel Provisional Sum, dated August 8, 2012, (iv) the Change Order CO-00011 Currency Provisional Sum, dated August 8, 2012, (v) the Change Order CO-00012 Delay in NTP, dated August 8, 2012, and (vi) the Change Order CO-00013 Early EPC Work Credit, dated August 29, 2012 (Incorporated by reference to Exhibit 10.2 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 2, 2012)
|
10.23
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00014 Bundle of Changes, dated September 5, 2012, (ii) the Change Order CO-00015 Static Mixer, Air Cooler Walkways, etc., dated November 8, 2012, (iii) the Change Order CO-0016 Delay in Full Placement of Insurance, dated October 29, 2012, (iv) the Change Order CO-00017 Condensate Header, dated December 3, 2012 and (v) the Change Order CO-00018 Increase in Power Requirements, dated January 17, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.26 to Cheniere Partners’ Annual Report on Form 10-K (SEC File No. 001-33366), filed on February 22, 2013)
|
10.24
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00019 Delete Tank 6 Scope of Work, dated February 27, 2013 and (ii) the Change Order CO-00020 Modification to Builder’s Risk Insurance Sum Insured Value, dated March 14, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.2 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on May 3, 2013)
|
10.25
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00021 Increase to Insurance Provisional Sum, dated April 17, 2013, (ii) the Change Order CO-00022 Removal of LNG Static Mixer Scope, dated May 8, 2013, (iii) the Change Order CO-00023 Revised LNG Rundown Line, dated May 30, 2013, (iv) the Change Order CO-00024 Reroute Condensate Header, Substation HVAC Stacks, Inlet Metering Station Pile Driving, dated June 11, 2013 and (v) the Change Order CO-00025 Feed Gas Connection Modifications, dated June 11, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.45 to Amendment No. 1 to Cheniere Holdings’ Registration Statement on Form S-1/A (SEC File No. 333-191298), filed on October 18, 2013)
|
10.26
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00026 Bundle of Changes, dated June 28, 2013, (ii) the Change Order CO-00027 16” Water Pumps, dated July 12, 2013, (iii) the Change Order CO-00028 HRU Operability, dated July 26, 2013, (iv) the Change Order CO-00029 Belleville Washers, dated August 14, 2013 and (v) the Change Order CO-00030 Soils Preparation Provisional Sum Transfer, dated August 29, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on November 8, 2013)
|
Exhibit No.
|
|
Description
|
10.27
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00031 LNG Intank Pump Replacement Scope Reduction/OSBL Additional Piling for the Cathodic Protection Rectifier Platform and Drum Storage Shelter dated October 15, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.35 to Amendment No. 2 to the Company’s Registration Statement on Form S-4/A (SEC File No. 333-192373), filed on January 28, 2014)
|
10.28
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00032 Intra-Plant Feed Gas Header and Jefferson Davis Electrical Distribution, dated January 9, 2014, (ii) the Change Order CO-00033 Revised EPC Agreement Attachments S & T, dated March 24, 2014 and (iii) the Change Order CO-00034 Greenfield/Brownfield Demarcation Adjustment, dated February 19, 2014 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on May 1, 2014)
|
10.29
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00035 Resolution of FERC Open Items, Additional FERC Support Hours and Greenfield/Brownfield Milestone Adjustment, dated May 9, 2014 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on July 31, 2014)
|
10.30
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00036 Future Tie-Ins and Jeff Davis Invoices, dated July 9, 2014 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-4 (SEC File No. 333-198358), filed on August 26, 2014)
|
10.31
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00037 Performance and Attendance Bonus (PAB) Incentive Program Provisional Sum, dated October 31, 2014 and (ii) the Change Order CO-00038 Control Room Modifications and Miscellaneous Items, dated January 6, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K (SEC File No. 333-192373), filed on February 20, 2015)
|
10.32
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00039 Increase to Existing Facility Labor Provisional Sum and Decrease to Sales and Use Tax Provisional Sum, dated February 12, 2015 and (ii) the Change Order CO-00040 Load Shedding and LNG Tank Tie-In Crane, dated February 24, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on April 30, 2015)
|
10.33
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00041 Additional Building Utility Tie-in Packages and Fire and Gas Modifications, dated April 9, 2015 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on July 30, 2015)
|
10.34
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00042 Platform Design Modifications, Compressor Oil Fills, Additional Building Modifications, dated October 16, 2015, and (ii) the Change Order CO-00043 Soil Provisional Sum Closure, dated December 2, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K (SEC File No. 333-192373), filed on February 19, 2016)
|
Exhibit No.
|
|
Description
|
10.35
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00044 Potable Water Bypass Line and Pipeline Installation Tie-In at 135-A Metering Station, dated December 17, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on May 5, 2016)
|
10.36
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00045 April Site Closure for Cheniere Celebration, dated April 4, 2016, (ii) the Change Order CO-00046 Defer Completion of Ship Loading Time Commissioning Test, dated May 17, 2016, and (iii) the Change Order CO-00047 Re-Orientation of PSV Bypass Valves, dated May 25, 2016 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on August 9, 2016)
|
10.37
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00048 N2 Supply for High Pressure Tightness Test During Commissioning and Startup, dated July 12, 2016, (ii) the Change Order CO-00050 Train 2 N2 Dryout, dated July 29, 2016, (iii) the Change Order CO-00051 Six-Day Work Week for Insulation Scope — Subproject 2, dated August 9, 2016, and (iv) the Change Order CO-00052 Process Flares Modification Provisional Sum, dated September 1, 2016 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on November 3, 2016)
|
10.38
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Liquefaction Facility, dated as of November 11, 2011, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00053 Adjustment, dated September 27, 2016, (ii) the Change Order CO-00054 Operating Spare Part Provisional Sum Closeout, dated November 3, 2016, and (iii) the Change Order CO-00055 Existing Facility Labor Provisional Sum Closeout, dated November 21, 2016 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment) (Incorporated by reference to Exhibit 10.38 to the Company’s Registration Statement on Form S-4 (SEC File No. 333-215882), filed on February 3, 2017)
|
10.39
|
|
Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated December 20, 2012, by and between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc. (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Registration Statement on Form 8-K (SEC File No. 001-33366), filed on December 27, 2012)
|
10.40
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-0001 Electrical Station HVAC Stacks, dated June 4, 2013, (ii) the Change Order CO-0002 Revised LNG Rundown Lines, dated May 30, 2013, (iii) the Change Order CO-0003 Currency Provisional Sum Closure, dated May 29, 2013 and (iv) the Change Order CO-0004 Fuel Provisional Sum Closure, dated May 29, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.48 to Amendment No. 1 to Cheniere Holdings’ Registration Statement on Form S-1/A (SEC File No. 333-191298), filed on October 18, 2013)
|
10.41
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-0005 Credit to EPC Contract Value for TSA Work, dated June 24, 2013, (ii) the Change Order CO-0006 HRU Operability with Lean Gas & Controls Upgrade and Ultrasonic Meter Configuration and Calibration, dated July 26, 2013, (iii) the Change Order CO-0007 Additional Belleville Washers, dated August 15, 2013, (iv) the Change Order CO-0008 GTG Switchgear Arrangement/Upgrade Fuel Gas Heater System, dated August 26, 2013, and (v) the Change Order CO-0009 Soils Preparation Provisional Sum Transfer and Closure, dated August 26, 2013 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.49 to Amendment No. 1 to Cheniere Holdings’ Registration Statement on Form S-1/A (SEC File No. 333-191298), filed on October 18, 2013)
|
Exhibit No.
|
|
Description
|
10.42
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00010 Insurance Provisional Sum Adjustment, dated January 23, 2014, (ii) the Change Order CO-00011 Additional Stage 2 GTGs, dated January 23, 2014, (iii) the Change Order CO-0012 Lien and Claim Waiver Modification, dated March 24, 2014 and (iv) the Change Order CO-00013 Revised Stage 2 EPC Agreement Attachments S&T, dated March 24, 2014 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on May 1, 2014)
|
10.43
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00014 Additional 13.8kv Circuit Breakers and Misc. Items, dated July 14, 2014 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-4 (SEC File No. 333-198358), filed on August 26, 2014)
|
10.44
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00015 Performance and Attendance Bonus (PAB) Incentive Program Provisional Sum, dated October 31, 2014 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K (SEC File No. 333-192373), filed on February 20, 2015)
|
10.45
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00016 Louisiana Sales and Use Tax Provisional Sum Adjustment, dated February 12, 2015 and (ii) the Change Order CO-00017 Load Shedding Study and Scope Change, dated February 24, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on April 30, 2015)
|
10.46
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00018 Permanent Restroom Trailers and Installation of Tie-In for GTG Fuel Gas Interconnect, dated May 21, 2015 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on July 30, 2015)
|
10.47
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00019 East Meter Piping Tie-ins, dated August 26, 2015 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on October 30, 2015)
|
10.48
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00020 Milestone Payment Adjustments, dated January 12, 2016 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on May 5, 2016)
|
10.49
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00021 Smokeless Flare Modification Study, dated March 29, 2016, (ii) the Change Order CO-00022 Cable Tray Support and Arc Flash Study, dated May 4, 2016, and (iii) the Change Order CO-00023 Re-Orientation of PSV Bypass Valves, dated May 17, 2016 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on August 9, 2016)
|
Exhibit No.
|
|
Description
|
10.50
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00024 Additional Support for FERC Document Requests, dated June 20, 2016, (ii) the Change Order CO-00025 N2 Supply for High Pressure Tightness Test During Commissioning and Startup, dated July 12, 2016, (iii) the Change Order CO-00027 Addition of Check Valves to Condensate Lines, dated July 29, 2016, (iv) the Change Order CO-00028 Additional Professional Services Support Hours for the Flare System Evaluation, dated August 3, 2016, and (v) the Change Order CO-00029 Lump Sum Process Flares Modification, dated September 1, 2016 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on November 3, 2016)
|
10.51
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 2 Liquefaction Facility, dated as of December 20, 2012, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00030 Professional Services for Control System Changes Post TCCC, dated September 16, 2016, (ii) the Change Order CO-00031 Marine Flare Study, dated September 16, 2016, and (iii) the Change Order CO-00032 Operational Spare Part Provisional Sum Closeout, dated November 3, 2016 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.51 to the Company’s Registration Statement on Form S-4 (SEC File No. 333-215882), filed on February 3, 2017)
|
10.52
|
|
Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc. (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K/A (SEC File No. 001-33366), filed on July 1, 2015)
|
10.53
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated as of May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00001 Currency and Fuel Provisional Sum Adjustment, dated June 25, 2015 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on July 30, 2015)
|
10.54
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated as of May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00002 Credit to EPC Contract Value for TSA Work, dated September 17, 2015 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on October 30, 2015)
|
10.55
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated as of May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00003 Perimeter Fencing Scope Removal, East Meter Piping Scope Change, Additional Bathroom Facilities, dated November 18, 2015 (Incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K (SEC File No. 333-192373), filed on February 19, 2016)
|
10.56
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated as of May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00004 DOE Regulation Change Impacts, RECON Schedule Change, Addition of Dry Flare Connection, Fuel Gas Supply Transfer to Train 5 and East Meter Fuel Gas, dated February 18, 2016 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on May 5, 2016)
|
Exhibit No.
|
|
Description
|
10.57
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated as of May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00005 Performance and Attendance Bonus (PAB) Incentive Program Provisional Sum, dated March 16, 2016, (ii) the Change Order CO-00006 Additional Bechtel Hours to Support RECON, Temporary Access Rd., Addition of Flash Liquid Expander, Removal of Vibration Monitor System, To-Date Reconciliation of Soils Preparation Provisional Sum, dated March 22, 2016, (iii) the Change Order CO-00007 Additional Support for FERC Document Requests, dated May 10, 2016, (iv) the Change Order CO-00008 Water System Scope Changes and Seal Design & Seal Gas Modification, dated May 4, 2016, (v) the Change Order CO-00009 Re-Orientation of PSV Bypass Valves, dated May 17, 2016, and (vi) the Change Order CO-00010 Deletion of Chlorine Analyzer, dated June 15, 2016 (Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.) (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on August 9, 2016)
|
10.58
|
|
Change order to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated as of May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: the Change Order CO-00011 Site Drainage Design Change: Professional Service Hours, dated July 26, 2016 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 333-192373), filed on November 3, 2016)
|
10.59
|
|
Change orders to the Lump Sum Turnkey Agreement for the Engineering, Procurement and Construction of the Sabine Pass LNG Stage 3 Liquefaction Facility, dated as of May 4, 2015, between Sabine Pass Liquefaction, LLC and Bechtel Oil, Gas and Chemicals, Inc.: (i) the Change Order CO-00012 Addition of Check Valves to Condensate Lines and Change of Tie-in Point, dated September 12, 2016, (ii) the Change Order CO-00013 LNG Rundown Line Reroute, dated September 12, 2016, (iii) the Change Order CO-00014 Pre-EPC HAZOP Action Item Closure, dated September 27, 2016, (iv) the Change Order CO-00015 Study for Enclosed Ground Flare and Process Flare, dated September 27, 2016, (v) the Change Order CO-00016 Upgrades to Gas Turbine Generators, dated October 19, 2016, and (vi) the Change Order CO-00017 Site Drainage Design Change: Temporary Drainage Implementation, dated December 1, 2016 (Incorporated by reference to Exhibit 10.59 to the Company’s Registration Statement on Form S-4 (SEC File No. 333-215882), filed on February 3, 2017)
|
10.60
|
|
Second Amended and Restated LNG Terminal Use Agreement, dated as of July 31, 2012, between Sabine Pass LNG, L.P. and Sabine Pass Liquefaction, LLC (Incorporated by reference to Exhibit 10.1 to SPLNG’s Current Report on Form 8-K (SEC File No. 333-138916), filed on August 6, 2012)
|
10.61
|
|
Letter Agreement, dated May 28, 2013, by and between Sabine Pass Liquefaction, LLC and Sabine Pass LNG, L.P. (Incorporated by reference to Exhibit 10.1 to SPLNG’s Quarterly Report on Form 10-Q (SEC File No. 333-138916), filed on August 2, 2013)
|
10.62
|
|
Omnibus Amendment, dated as of September 24, 2015, to the Second Amended and Restated Common Terms Agreement among Sabine Pass Liquefaction, LLC, as Borrower, the representatives and agents from time to time parties thereto, and Société Générale, as the Common Security Trustee and Intercreditor Agent (Incorporated by reference to Exhibit 10.6 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on October 30, 2015)
|
10.63
|
|
Second Amended and Restated Common Terms Agreement, dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, the representatives and agents from time to time parties thereto, and Société Générale, as the Common Security Trustee and Intercreditor Agent (Incorporated by reference to Exhibit 10.2 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.64
|
|
Administrative Amendment to the Common Terms Agreement, dated as of December 31, 2015, among Sabine Pass Liquefaction, LLC, Société Générale, as the Commercial Banks Facility Agent, The Korea Development Bank, New York Branch, as the KSURE Covered Facility Agent and Shinhan Bank New York Branch, as KEXIM Facility Agent (Incorporated by reference to Exhibit 10.7 to Cheniere Partners’ Quarterly Report on Form 10-Q (SEC File No. 001-33366), filed on May 5, 2016)
|
10.65
|
|
KEXIM Direct Facility Agreement, dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, Shinhan Bank New York Branch, as the KEXIM Facility Agent, Société Générale, as the Common Security Trustee, and The Export-Import Bank of Korea, a governmental financial institution of the Republic of Korea (“KEXIM"), as the KEXIM Direct Facility Lender, Joint Lead Arranger and Joint Lead Bookrunner (Incorporated by reference to Exhibit 10.3 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.66
|
|
KEXIM Covered Facility Agreement, dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, Shinhan Bank New York Branch, as the KEXIM Facility Agent, Société Générale, as the Common Security Trustee, KEXIM and the lenders from time to time party thereto (Incorporated by reference to Exhibit 10.4 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
Exhibit No.
|
|
Description
|
10.67
|
|
Amended and Restated KSURE Covered Facility Agreement, dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, The Korea Development Bank, New York Branch, as the KSURE Covered Facility Agent, Société Générale, as the Common Security Trustee, and the lenders from time to time party thereto (Incorporated by reference to Exhibit 10.5 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.68
|
|
Second Amended and Restated Credit Agreement (Term Loan A), dated as of June 30, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, Société Générale, as the Commercial Banks Facility Agent and the Common Security Trustee, and the lenders from time to time party thereto (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on July 1, 2015)
|
10.69
|
|
Amended and Restated Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement, dated as of September 4, 2015, among Sabine Pass Liquefaction, LLC, as Borrower, The Bank of Nova Scotia, as Senior Issuing Bank and Senior Facility Agent, ABN Amro Capital USA LLC, HSBC Bank USA, National Association and ING Capital LLC, as Senior Issuing Banks, Société Générale, as Swing Line Lender and Common Security Trustee, and the senior lenders party thereto from time to time (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on September 11, 2015)
|
10.70
|
|
Registration Rights Agreement, dated as of June 14, 2016, between Sabine Pass Liquefaction, LLC and Credit Suisse Securities (USA) LLC (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on June 14, 2016)
|
10.71
|
|
Registration Rights Agreement, dated as of September 23, 2016, between Sabine Pass Liquefaction, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (Incorporated by reference to Exhibit 10.1 to Cheniere Partners’ Current Report on Form 8-K (SEC File No. 001-33366), filed on September 23, 2016)
|
10.72
|
|
Tax Sharing Agreement, dated as of August 9, 2012, by and between Cheniere Energy, Inc. and Sabine Pass Liquefaction, LLC (Incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-4 (SEC File No. 333-192373), filed on November 15, 2013)
|
31.1*
|
|
Certification by Principal Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
|
31.2*
|
|
Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
|
32.1**
|
|
Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2**
|
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
SABINE PASS LIQUEFACTION, LLC
|
|
|
|
|
|
By:
|
/s/ Jack A. Fusco
|
|
|
Jack A. Fusco
|
|
|
Chief Executive Officer
(Principal Executive Officer) |
|
Date:
|
February 24, 2017
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Doug Shanda
|
Manager and President
|
February 24, 2017
|
Doug Shanda
|
||
|
|
|
/s/ Michael J. Wortley
|
Manager and Chief Financial Officer
(Principal Financial Officer) |
February 24, 2017
|
Michael J. Wortley
|
||
|
|
|
/s/ Leonard Travis
|
Chief Accounting Officer
(Principal Accounting Officer) |
February 24, 2017
|
Leonard Travis
|
||
|
|
|
/s/ Sean T. Klimczak
|
Manager
|
February 24, 2017
|
Sean T. Klimczak
|
Re:
|
Amended and Restated LNG Sale and Purchase Agreement (FOB) dated August 5, 2014 between Sabine Pass Liquefaction, LLC, and Cheniere Marketing International LLP (as assignee of Cheniere Marketing, LLC)(as amended and assigned, the “SPA”)
|
|
|
|
|
Sincerely,
|
|||
|
|||
Sabine Pass Liquefaction, LLC
|
|||
|
|
||
By:
|
|
/s/ Tim Wyatt
|
|
|
|
|
|
Its:
|
|
VP Commercial Operations
|
|
|
|
|
|
|
|
|
Tim Wyatt
|
|
|
|
|
|
Cheniere Marketing International, LLP
|
|||
acting by its managing member, Cheniere Marketing, LLC
|
|||
|
|||
|
|
||
By:
|
/s/ Eric Bensaude
|
||
|
|
||
Its:
|
Managing Director
|
||
|
|
||
|
Eric Bensaude
|
||
|
1.
|
I have reviewed this
annual report on Form 10-K
of Sabine Pass Liquefaction, LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f )) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Jack A. Fusco
|
Jack A. Fusco
|
Chief Executive Officer of
|
Sabine Pass Liquefaction, LLC
|
1.
|
I have reviewed this
annual report on Form 10-K
of Sabine Pass Liquefaction, LLC;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f )) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Michael J. Wortley
|
Michael J. Wortley
|
Chief Financial Officer of
|
Sabine Pass Liquefaction, LLC
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Jack A. Fusco
|
Jack A. Fusco
|
Chief Executive Officer of
|
Sabine Pass Liquefaction, LLC
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Michael J. Wortley
|
Michael J. Wortley
|
Chief Financial Officer of
|
Sabine Pass Liquefaction, LLC
|