Short & Sweet – LIBOR Transition

| Insight

SVW boasts one of Norway's largest financing practices with more than twenty experienced lawyers. We continually advise our clients across the full spectre of financial service regulations and financing transactions, including asset financing, project financing, acquisition financing and bond financing. In our series of newsletters, we give a brief introduction to various relevant topics in financing. In this piece, we will focus on LIBOR transition.

The London Interbank Offered Rate («LIBOR«) is arguably the financial world’s most important number; it is a proxy for banks’ marginal funding costs and serves as benchmark rate in millions of loans, floating-rate debt, and financial contracts. The publication of the LIBOR will in all likelihood, cease by the end of 2021. The shift from LIBOR is an immense change to global finance and will have far-reaching impacts on the financial services industry.

The process to adopting to a market without LIBOR has already started. Some markets, including the derivatives market, have come a long way with the transition from LIBOR to so-called risk-free reference rates («RFR«). Alternative reference rates («ARR«s) are recommended to replace LIBOR currency rates in key markets, including the Secured Overnight Financing Rate («SOFR«) in the US and the Sterling Overnight Index Average («SONIA«) in the UK. The Loan Market Association («LMA») is working with the market, other trade associations and the regulators on the transition and have published, amongst other, a Reference Rate Selection Agreement and a Replacement Screen Rate Clause, together with an users’ guide. The Replacement Screen Rate Clause was also incorporated into the LMA facility agreements as of 28 February 2020 in order to facilitate further flexibility for the upcoming transition. On October 21st, 2020 LMA published further notes highlighting points for the market participants to consider for the transition and use of the Replacement Screen Rate Clause.

Since very few of the loan or credit agreements offers a long-term alternative to LIBOR for the calculation of interest, the interest rates related to the bank’s funding costs will need to be calculated manually for each interest period for each such loan or credit agreement. In view of the large number of loan or credit agreements referencing LIBOR, such manual calculation will prove difficult, or even impossible. The result will rather be that amendment agreements will have to be entered into for each loan or credit agreement referencing LIBOR, amending the agreements to reflect an alternative reference rate for the interest rate calculation. The users’ guide and Replacement Screen Rate Clause published by LMA could give useful guidance in this respect.

The end of publication of LIBOR will potentially result in market disruptions. The cancellation of LIBOR could have an impact on existing contracts, on a company’s liquidity, on its financial reporting and on tax (to mention a few). This again raises a number of questions and challenges, including; which alternative reference rate should be used in existing and future contracts and agreements, which lender consent requirement should apply, will the change in the reference rate affect the pricing of a loan, who should cover the amendment costs and how will a reference rate in a loan/credit agreement relate to the reference rate under the relating interest rate hedging (to mention a few).

The list of uncertainties is long and we are just beginning to see the start of the transition away from LIBOR. There are reason to believe that loan agreements entered into in the near future will have to deal with this uncertainty and offer a clear alternative to LIBOR or even better reference other interest rate benchmarks for the calculation of interest.

We are monitoring this development closely. Feel free to contact us should you have any questions regarding the transition from LIBOR.

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