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LIBOR - Act now on replacement

Publication date: 03 Dec 2019

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What you need to know

LIBOR will cease at December 31, 2021. Now is the time to prepare for the change.
Companies should address key risks, including:
- Contract
- Liquidity
- Value transfer and basis
- Reputational
- Operational and technology
- Financial reporting and tax

LIBOR ends in 2021, but you should act now

Publication of the London Interbank Offered Rate (LIBOR) will cease after 2021. The shift away from the most widely used interest rate benchmarks is an immense change to global finance that will have far-reaching impacts.

Alternative reference rates (ARRs) are being developed in key markets to replace current LIBOR currency rates: US dollar, Euro, British pound, Japanese yen, and Swiss franc. In the US, the Alternative Reference Rates Committee selected the Secured Overnight Financing Rate (SOFR) as the preferred alternative reference rate to US dollar LIBOR.

ARRs are structured differently than LIBOR rates, which will mean complexity for impacted companies. For example, US dollar LIBOR is typically a forward-looking rate with a 3-month or 1-month tenor that implicitly includes bank credit risk. SOFR is a backward-looking overnight rate and, as a repo rate, is secured by collateral.

The SEC and other regulators around the globe have warned of potential market disruptions for those that do not proactively transition away from LIBOR. All companies—regardless of the size of their LIBOR exposure or industry—need to act now. Here's why.

Amending contracts is a time-intensive process that requires coordination across departments (e.g., treasury, procurement, legal) and agreement with borrowers and other counterparties.

LIBOR exists as a reference rate in a variety of contracts, and preparing a comprehensive inventory can be challenging. Planning now for how and when to negotiate with borrowers and other counterparties can facilitate an orderly and timely transition.

Differences between ARRs and LIBOR may necessitate business changes.

For example, companies may need to change how interest and cash flow is managed because interest payments on some SOFR debt issuances are not set until the end of the period while most LIBOR interest payments are known at the beginning of the period.

Impacts to IT, data, and models can be significant.

Acting early can help companies understand the requirements to implement vendor/IT solutions and reduce costly, last minute operational problems.

Early communication to stakeholders is critical.

Proactive communication to internal and external stakeholders will provide transparency. Early communication with lenders and investors will give companies a sense of their concerns and how best to interact with them to modify contracts.

Managing LIBOR risks

A comprehensive transition roadmap needs to consider all risks.

Contract risk The first step is to identify the population of contracts impacted. LIBOR may be referenced in a wide variety of contracts, including lending arrangements, leases, procurement contracts, or in a late payment penalty provision in virtually any contract. Developing a comprehensive list may be challenging as contracts may not be homogeneous or centrally stored. Once a list is developed, a company can begin the intensive task of negotiating amendments to contracts. These amendments will likely need to be tailored across different contract types. Adding to the complexity is that some instruments, such as public debt and securitization issuances, may have numerous and/or unknown counterparties that require additional outreach and consideration of counterparty rights to remediate. For example, some instruments may require unanimous agreement of amendments by counterparties. In addition, counterparties may seek to use LIBOR transition as an opportunity to negotiate additional amendments to the agreements.	Liquidity risk As 2021 draws closer, the trading volume of products linked to LIBOR is expected to decrease. The decrease in market activity will reduce liquidity and may make it harder or more costly to exit these positions. Further, the gradual decrease in liquidity will mean various changes to risks in company portfolios between now and the end of 2021. Developing a new financing and investment strategy will be an evolution, and development of these strategies should begin now.	Basis risk and Value transfer Companies are likely to experience some degree of value transfer as a result of amendments to replace LIBOR. For example, the parties to a LIBOR-indexed contract may agree to apply SOFR plus or minus a fixed spread. Although amendments may have been made with the objective of the transition being value-neutral, by the time of transition, the contract's value will likely change because: there may be timing differences between when negotiations are complete and the change to SOFR occurs, practical expedients may be necessary given the potential complexity with calculation; for example, the specified spread may be based on a historical average rather than the actual spread between LIBOR and the ARR, and the term structures of LIBOR and the SOFR are different. Basis risk arises if two contracts that had similar payment terms no longer match. This could occur when debt and a derivative used to hedge the debt migrate from LIBOR to SOFR at different times or with different terms. Strategies to mitigate these risks may include executing additional derivatives to hedge the difference between the rates.
Reputational risk Companies need to develop LIBOR transition plans and proactively communicate with regulators, investors, lenders, customers, and other counterparties. Regulators have made it clear they expect thoughtful transition plans and disclosures to address the risks of LIBOR transition. Communication of a clear understanding of exposure and a plan for transition is important for investor confidence. Financial services and other companies will need to develop a plan to manage their business conduct with customers impacted by the change. The plan should include oversight and controls of those business units that interact and negotiate with customers.	Operational and technology risk The introduction of ARRs may necessitate large-scale and potentially costly changes to models, data, and technology. Companies will need to: inventory models across all departments that rely on LIBOR for updates and obtain appropriate approvals of any model changes, assess new ARR data needs and determine how and where to source those data elements, considering evolving capabilities of third-party vendors, and enhance current systems, whether internal or external, that may not be equipped to support contracts referencing ARRs. Many of these potentially large scale changes could require a long runway to implement, especially when considering requisite process and controls changes.	Financial reporting and tax risk Contract amendments typically require a company to determine whether the change results in a taxable event or has a financial reporting impact, such as hedge dedesignation or debt extinguishment. Regulators and standard setters have proposed targeted relief from certain financial reporting and tax impacts for transactions that fall within stated parameters. Companies need to assess how the guidance will apply to their facts and circumstances, and should not assume blanket relief. In addition, companies or counterparties may use this as an opportunity to make other contract changes. These additional amendments may impact whether the transaction qualifies for relief. There may be impacts to the fair value hierarchy from the reduced observability of LIBOR transactions. For example, today, an instrument measured at fair value using LIBOR as a significant input may be a Level 2 investment, but as LIBOR becomes less observable, it may become Level 3. Finally, the SEC continues to remind companies to include relevant disclosures related to the expected discontinuation of LIBOR as appropriate within risk factors, management's discussion and analysis, board risk oversight, and the financial statements.

Key components of a comprehensive LIBOR transition plan

Companies can mitigate the risks of LIBOR replacement with a comprehensive transition plan:

1	Program structure & governance Establish a program governance structure with appropriate executive leadership and board oversight, including stakeholders from all impacted businesses and functions across the company (domestically and internationally). Manage and monitor transition progress.
2	Impact assessment Conduct a comprehensive assessment to identify the company's exposure to contracts that reference LIBOR. Understand transition impacts and develop a strategy for remediation activities.
3	New benchmark markets & strategy Monitor and assess ARR market developments. Develop a plan for entering into and managing new ARR contracts.
4	Contract remediation Remediate contracts with counterparties that reference LIBOR. Establish clear protocols on the type and nature of amendments that will be made. Periodically revalidate the exposure population to ensure all remediation will be complete before the end of 2021.
5	Outreach & communication Develop a communication strategy for regulators, investors, and company personnel that outlines the company's transition plan and status. For companies that offer LIBOR-linked financing to customers, develop a plan to manage customer outreach and contract remediation so customers are treated equitably. For companies that use LIBOR-linked funding (for example, issued debt or preferred securities), develop a plan to manage lender and investor outreach for contract remediation.
6	Data, systems, and process changes Develop a plan to address operational, data, and technological readiness. Communicate with internal and external stakeholders who are responsible for affected systems, models, and processes.
7	Risk and valuation models: Remediate pricing and risk management models that reference LIBOR. Validate and approve changes to models.
8	Accounting and tax Plan for accounting, tax, and reporting impacts by understanding the available relief proposed and coordinating contract remediation activities to take advantage of relief provided when possible. Consider necessary disclosure changes.

To have a deeper discussion, contact:
Heather Horn Partner heather.horn@pwc.com	Jessica Pufahl Partner jessica.m.pufahl@pwc.com		Justin Keane Principal justin.keane@pwc.com

More on LIBOR transition for your sector:
Asset and wealth management	Insurance	Banking	Private equity	Corporates

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LIBOR - Act now on replacement

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