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ARRC acts for a smooth IBOR transition

The Alternative Reference Rates Committee (ARRC) continues to support market participants in their efforts to transition from USD London Interbank Offered Rate (LIBOR) towards the Securities Overnight Reference Rate (SOFR). Following the Financial Conduct Authority’s (FCA) March 2020 statement that the expected LIBOR cessation deadline remains unaltered – i.e. end of 2021 – ARRC published a set of key objectives for 2020, aiming for a smooth IBOR transition. In line with this, the Working Group has also proposed a legislative solution to minimize market participants’ exposure to legal and litigation risk and announced the development of recommended “Best Practices” for the industry to boost the transition’s progress further.

ARRC’s defined objectives[1] are accompanied by priorities and milestones to be achieved during the year 2020. The objectives defined for 2020 are:

  1. boost usage and liquidity of SOFR;
  2. enhance market infrastructure to support SOFR;
  3. improve contractual fallbacks;
  4. focus on consumer products;
  5. provide support on legal, tax, accounting and regulatory matters; and
  6. stimulate outreach, education and global coordination.

Aiming to support SOFR usage and liquidity, amongst others, the Working Group (WG) has set a deadline for September 30, 2020 to establish a request for proposal (RFP) process in selecting an administrator for a forward-looking term rate. By the same date, the WG plans to meet its target of improving contractual fallbacks by establishing an RFP process to select an administrator to publish the spread adjustments and spread-adjusted rates. It also plans to publish a set of revisions to business loans’ hardwired fallback language by June 30, 2020.

In addition, the WG is guiding participants on an ongoing process with their operational and infrastructure changes that are necessary for the post-LIBOR era. Complementary to that, it is supporting its objective to provide more clarity on consumer products by publishing recommended fallback language for new IBOR-linked student loans and guidance for new SOFR-linked loans by June 30, 2020. The process of providing support with tax, accounting, legal and regulatory issues will continue throughout 2020.

Notably, as part of its support with legal issues, ARRC recently proposed a legislative solution to “minimize legal uncertainty and adverse economic impact associated with LIBOR Transition”[2]. Due to a large volume of financial contracts not having embedded fallback languages that account for a permanent LIBOR cessation, there is considerable risk of participants incurring financial losses due to unresolved legal issues. In response to that, the WG is providing legal certainty with issues that may arise under New York law. For example, in the event that a legacy contract’s provision falls back to a Libor-base rate then, under the proposed legislation, this should be overridden with a fallback language that falls to the recommended benchmark replacement rate. Such a solution would avoid the referencing of a benchmark rate that is no longer representative and reduce the likelihood of incurring legal and economic consequences.

ARRC’s proposal provides legal clarity to market participants by addressing cases of specific types of contracts. In the US, some contracts such as floating rate notes, securitisations and syndicated loans require the consent from each holder to change the benchmark interest rate. As this involves a significant operational burden – especially if retail investors are involved – the proposed legislation would nullify this mechanism and implement a fallback language that would continue to reference an interest rate in the wake of LIBOR’s death. Similar to this is the situation for derivative securities that cannot be amended under the International Swaps and Derivatives Association (ISDA) protocol. ISDA requires both parties of the derivative contract to adhere to the protocol in order to change the contract’s provisions. As such, the WG’s legislative proposal aims to solve situations where the adherence of both parties is operationally hard to achieve by defining the polling mechanism as void.

The WG’s initiatives to ensure a smooth transition away from IBOR seem to be helpful for market participants as they provide clarity to situations where there is ambiguity. In fact, Tom Wipf – ARRC’s chair – has stated that market participants are recognising how much harder transition would be in the absence of any legislative proposal, referring to the one discussed above[3]. Despite ARRC’s dynamic approach to publishing its objectives for 2020 and the milestones it sets out to achieve, progress still lies within the hands of market participants. They should be proactive in identifying their IBOR exposures and setting up plans to transition away from LIBOR without incurring financial losses.

Article written by Grigorios Alogoskoufis and Pauline Pélissier.


[1] https://www.newyorkfed.org/medialibrary/Microsites/arrc/files/2020/ARRC_2020_Objectives.pdf

[2] https://www.newyorkfed.org/medialibrary/Microsites/arrc/files/2020/ARRC-Proposed-Legislative-Solution.pdf

[3] https://www.risk.net/regulation/7525036/lawyers-pick-holes-in-libor-statutory-fix

Pauline Pélissier

Director - Financial Services consulting

Pauline is a Director within Mazars’ dedicated UK Financial Services Consulting team. She has more than 10 years of experience in financial services and is an expert in Market Risks and Capital Investment Banking. She started her career as an external auditor in France in 2007. Since then she has been leading on-site teams on statutory audit and consulting assignments in banking (CIB, Project Financing, Consumer Financing, ALM). She was the engagement senior manager for global systemic French banks. As an expert on financial instruments she supports assignments dealing with valuation policies, governance and process for financial instruments, risk measurement methodologies and framework, and risk management.

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