The transition from referring to EURIBOR and LIBOR benchmark interest rates (IBORs) in loan documentation to using risk-free rates (RFRs) has been an important topic of discussion over the last few years. Most borrowers are waiting for clear market guidance before they start the transition process, and they might underestimate the extent and potential impact of the amendments they may have to make. Although forward-looking RFRs may be developed for certain currencies and reformed EURIBOR may remain available, this should not prevent borrowers from taking action. Given the important differences between IBORs and RFRs, the switch requires more than simply referencing an RFR instead of an IBOR. To prepare for the expected discussions with their banks on the transition, borrowers need to assess their IBOR exposure. They should also familiarise themselves with the differences between IBORs and RFRs and what those differences imply. Recently published LMA exposure drafts may assist in this process.
The interest rate for most existing loan agreements is determined by adding a certain margin percentage to an IBOR. Following the FCA's announcements in 2017 and 2018 that borrowers should not count on the widely-used LIBOR remaining available after 2021 and should transition to alternative RFRs, there has been an increased focus on this issue in the market. Working groups for each relevant currency have been tasked with recommending preferred alternative RFRs, identifying transitional issues and solutions, and developing contractual fall-backs. Recommended RFRs include €STR for the euro, SOFR for U.S. dollar and SONIA for pound sterling. Key differences between these RFRs and IBORs are that RFRs will be:
- backward-looking, meaning that the rate applicable to any day is published only on the following business day (T+1), rather than before the interest period (T-1 or T-2). As a result, borrowers will only be able to determine the interest payable at the end of a certain interest period;
- overnight rates, meaning that there will only be an overnight tenor available and the RFRs will not be available for any other tenor. As a result, borrowers will have to decide whether to use a single day's overnight rate, each day's overnight rate or an average of the overnight rates within an interest period as the basis for calculating interest over the interest period; and
- nearly risk-free, meaning that there is no reflection of the bank's credit risk or funding costs, which typically results in a rate that is lower than the currently used IBORs. As a result, to benefit from the RFRs, borrowers will have to renegotiate interest rate structures and the applicable margin.