Transition from LIBOR in the loan market - LMA Webinar Update May 2020 Kam Mahil and Keith Taylor - LMA - WorkCast

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Transition from LIBOR in the loan market - LMA Webinar Update May 2020 Kam Mahil and Keith Taylor - LMA - WorkCast
Transition from LIBOR in the loan market
– LMA Webinar Update May 2020
Kam Mahil and Keith Taylor - LMA
Transition from LIBOR in the loan market - LMA Webinar Update May 2020 Kam Mahil and Keith Taylor - LMA - WorkCast
Agenda
– Where are we now?
  • Update on Timelines
– Update on ‘loan market’ transition issues
  • Risk-free Rate (“RFR”) Term Rates
  • RFR Compounded in Arrears Conventions
  • Credit Spread Adjustment
  • Loan Documentation
– What should lenders be doing?
  • Expectations over next few months
  • Practical Steps
  • Key Messages
Context - Covid-19 impacting current operating environment
Widespread recognition external operating environment is very challenging; transition from
LIBOR must be viewed in context

               Priority is flow of credit/liquidity to economies and minimising disruption of front-line
               contact between banks and borrowers (new Loan Schemes)
               Many borrowers have very pressing threats & challenges and significantly less
               time/resource to engage with LIBOR transition

 Covid-19      Focus therefore very much on what can be progressed within banks’ control and/or
  Impact       through working groups (e.g. clarifying conventions, systems build/development)

               Those aspects relying on client interaction (borrower engagement & education) may
                                                                                                           3
               inevitably need to take a back seat for the moment

               HOWEVER, despite the current environment, Transition from LIBOR continues
Where are we now on
Transitioning from LIBOR?
Where are we now?
The FCA, Sterling RFR Working Group, ARRC and Euro Working Group have all
made announcements around timelines for the transition to RFRs
             Despite the current market disruption being caused by Covid-19, the FCA has stated that
             the publication of LIBOR is still expected to be discontinued at the end of 2021

             The Sterling Working Group has, however, moved the target of no new £LIBOR issuance
             from end Q3 2020 to end Q1 2021. Note that other milestones need to be met by Q3 2020

Updates to   The ARRC published its 2020 objectives, including establishing final recommendations for
 timelines   business loan conventions by 31 July 2020

             The Euro Working Group has delayed upcoming deliverables due to Covid-19, including 5
             recommendations on EURIBOR fallbacks to end Q4 2020 / Q1 2021 instead of this summer

             Forward-looking Term Rates are still not yet available and the timing for Sterling term rates
             will be pushed back due to Covid-19
Important milestones through to end-2021

                   Development &                                  Target of no                     Post-2021
 Conventions for                             Final
                   implementation of                              new £LIBOR                       publication
 alternatives to                             recommendations
                   operational capability                         issuance by end                  of LIBOR no
 LIBOR including                             on EURIBOR
                   for RFR loans (e.g.                            Q1 2021;                         longer
 compounded in                               fallback measures
                   loan systems) &                                potential SONIA                  guaranteed
 arrears           increasing borrower                            term rates
                   awareness                                                                       EONIA
                                                                                                   discontinued

  Q3 2020               Q4 2020              Q1 2021             Q2 2021            Q3 2021   Q4 2021

         ARRC           Offer of non-       RfP processes for                  Potential
         refresh of     LIBOR products      administrators for                 SOFR
         hardwired      and contractual     term rate and                      term rate
         fallback       arrangements in     spread adjustment;
         language       new LIBOR loans     use cases for
                        to facilitate       SOFR term rate
                        conversion
Update on Loan Market
   Transition Issues
Use of RFRs – issues in the loan market

                                                                   Conventions for
      Forward-looking Term
                                                               alternative RFR Rates
      Rates not likely to be
                                                                such as Compounded
       available until late in
                                                               in Arrears under active
      the transition process
                                                                      discussion

                                 Solving for Multi-Currency
                                  facilities requires global
                                          co-operation

                                                               Spread adjustment to
     Documentation for new
                                                                reflect differences
        RFR facilities and
                                                               between Credit Term
       transitioning legacy
                                                                 Rates and RFR
         LIBOR facilities
                                                                  versions under
      developing in parallel      Systems Implementation
                                                                    discussion
                                  • Bank systems
                                  • Treasury management
Update on forward-looking term rates based on RFRs
Forward-looking RFR Term Rates still not expected in the short/medium term

              As a reminder, not all jurisdictions are progressing forward-looking RFR Term Rates (e.g.
              CHF); Note: Euribor will continue as a Credit Term Rate for the moment
              Forward-looking SONIA term rates now expected Q4 2020 / Q1 2021, although beta rates
              expected over the next months. However, use cases are limited

Where are     The ARRC expects to progress forward-looking SOFR term rates in Q3 2020, with
 we now       publication in H1 2021. It will be considering use cases for such term rates

              The Euro Working Group is progressing forward-looking term rates, although the timeline
              is uncertain. It is also considering use cases                                          9
              CONCLUSION – planning assumptions should still not be built around forward-looking
              RFR Term Rates as a base case
Conventions for Compounded RFR in Arrears
Progress has been made in narrowing down outstanding issues for loan conventions for
Compounded RFR in Arrears facilities
              Syndicated facilities have been completed in the market (e.g. Shell, BAT), establishing
              precedents, involving many banks and working through compounded RFR issues
              Important compounding conventions widely accepted – daily interest accrual, compounded
              RFR not margin, pro rata interest distribution, business day conventions…

  Update
              Some newer elements include the potential use of a daily compounded RFR index in loan
              market (now available in USD & CHF and consultation in GBP now closed)

              Substantial body of work on conventions including RFR WG draft conventions paper,
              ARRC BLWG paper on observation shifts, worked examples                                    10
              Exercises underway from working groups on key conventions issues including an RFR WG
              loan conventions survey and ARRC BLWG feedback on choice of observation shift
Compounded RFR Conventions – some remaining issues

      Choice of          Use of
                                          Options of
     Observation       Compounded
                                         RFR Floor(s)
        Shift             Index

     Calculation/       Loan trading
                                         Loan trading
     rounding for        – delayed
                                         – cost of carry
     daily interest    compensation
Engagement with system providers is critical

                                                           Conventions for
      Forward-looking Term
                                                           Compounded in
             Rates
                                                              Arrears

                             Solving for Multi-Currency
                              facilities requires global
                                      co-operation

                                                           Credit Spread
         Documentation
                                                            adjustment
                               Systems Implementation

                                   • Bank systems
                               • Treasury management
Approach to credit adjustment spread
To reflect differences between RFRs and LIBOR, an appropriate credit adjustment spread
is needed when transitioning agreements from LIBOR to RFRs – ideally determined by a
transparent & market-accepted methodology

     Cessation and pre-cessation fallbacks         Early opt-in triggers and active transition

 ISDA consultations settled on historic median   These were not covered by the Sterling
 approach with a 5 year lookback                 Working Group consultation

 Sterling RFR Working Group consultation on      Linear interpolation approach seen in sterling
 cash markets in favour of ISDA approach         FRN consent solicitations and loan
                                                 amendments
 ARRC recommendation for ISDA approach in
 cash products                                   In the Shell and BAT deals, which involve an
 Euro Working Group expected to consult later    in-built switch to RFRs, a set figure is
 this year                                       specified for the spread
Documentation being developed
The LMA exposure draft facility agreements were published in September 2019 and we
have seen use of these in transactions. The LMA is working on expanding the suite of RFR
documentation to help the market…
              LMA February 2020 note on outstanding requirements for the production of LMA
              recommended forms
              The exposure drafts are single currency facility agreements; the LMA is working on a
              multicurrency RFR facility agreement
Expansion
  of RFR      LMA LIBOR Working Party discussions around fallbacks
 document
   suite
              Shell and BAT transactions opted for switch mechanisms to move from LIBOR to RFRs
              at a specified trigger date                                                       14

              The LMA is working on a facility agreement with an in-built switch mechanism from
              LIBOR to RFRs
What should Loan Market
 Participants be doing?
Action still required – focus is on what banks can control

                                  Loan Ops /
      Conventions                                               Existing
                                 Infrastructure
        for RFR                                               LBOR loan
       Facilities                                              exposure

                               LIBOR Transition
                               Working Groups

                         Communication / Education

               Clients            Internal           Market
Practical steps
– Understand conventions (across currencies)
  • Test understanding of issues/market discussion
  • Feed into consultations/engage with working groups & LMA
– Systems capability to offer RFR loans
  • Loans systems providers developing RFR capability
– Operational readiness?
  • Wider understanding of managing RFR facilities within your firm
  • Capability/implications of being facility agent?
– Completion of new RFR facilities
  • Pilot/test facilities – working through issues
  • Tracking of RFR-referencing facilities
  • There are borrowers willing to be engaged
Key Messages
Key messages – Work on transition continues
– 2021 remains a hard deadline for LIBOR transition
  • Regulators remain focused on transition
  • RFR facilities are being completed; needs to be scaled up
– Some interim milestones may have shifted and borrower engagement
  understandably challenged but
– Work continues on key aspects of transition
  •   RFR compounding conventions
  •   Operational/systems readiness
  •   Legacy transition/fallbacks
  •   Documentation to support transition
– 2020 still a critical year
– Continued engagement on transition very much appreciated
LMA here to support LIBOR transition
– LMA operating fully remotely

– LMA interaction with regulators, national working groups and other trade associations
  • Sterling, Euro and Swiss RFR working groups
  • Joint loans group/trade association meetings

– Communication
  • Virtual LIBOR events
  • Regular LIBOR newsletter
  • Other publications

– LIBOR Microsite

– Documentation
Contact details
Keith Taylor                       Kam Mahil
keith.taylor@lma.eu.com            kam.mahil@lma.eu.com
+44 20 7006 2691                   +44 20 7006 6629
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