FAQ: USD LIBOR transition to SOFR

In July 2017, the UK Financial Conduct Authority (FCA) announced that it would no longer require banks to submit cost of funds quotes to support calculating LIBOR, calling into question LIBOR’s viability and availability past 2021. LIBOR underlies hundreds of trillions of dollars in financial instruments, including loans and derivatives, and three years later, the idea of transitioning to a new rate continues to raise many questions among our clients and industry partners.

Chatham has been active in the LIBOR transition, representing end users before the key players identified below, to ensure as smooth a transition as possible from their perspective. These are some of the LIBOR transition-related questions we receive most often. You can find more information in our LIBOR transition resource stream.

Basics of transition

• Who are the key players in LIBOR transition?
• When is LIBOR going away?
• What is SOFR, and how is it different from LIBOR?
• How does Fed involvement in the Treasury repo markets affect SOFR?
• Why did the CFTC’s Market Risk Advisory Committee (MRAC) develop the SOFR First initiative?
• What is Term SOFR?
  
• Are Term SOFR derivatives available today?
• What is the role of a SOFR curve?
• Can I buy a SOFR cap today?

Transition of existing loans and derivatives

• What are the main issues that must be addressed in transitioning a loan or derivative from LIBOR to SOFR?
• How are fallback triggers, rates, and spread adjustments addressed in loan and derivative documents?
• What happens to my existing LIBOR cap or swap once LIBOR goes away?
• How do I document my loan and derivative so they convert from LIBOR to SOFR at the same time? What risks do I take today when closing or hedging a LIBOR loan?

Accounting considerations

• How has accounting guidance evolved to accommodate LIBOR transition?
• How will designated hedges be impacted?
• How will debt and loans be impacted?
• How will other contracts with embedded derivatives be impacted?
• How has the SEC addressed disclosure requirements?

Chatham recommendations

• What do we need to do to prepare for the transition? When will I need to act and how?
• What strategies are we seeing clients use to hedge through the LIBOR transition?

Basics of transition

Who are the key players in the LIBOR transition?

Questions around the viability of LIBOR first arose from the LIBOR manipulation scandals that came to light beginning in 2007, though allegations of manipulation date back to the 1990s. Considering this manipulation, global regulators and policymakers engaged in a concerted effort to identify more robust alternatives. Some of the key players in the transition include:

Alternative Reference Rates Committee (ARRC): the ARRC is a private-public partnership convened in 2014 by the Federal Reserve Board of Governors (the Fed) and the Federal Reserve Bank of New York (New York Fed) to ensure a successful transition from USD LIBOR to a more robust reference rate. Chatham has responded to the ARRC’s public LIBOR transition consultations and participates in ARRC working groups.

Bloomberg: ISDA selected Bloomberg in July 2019 to calculate and publish adjustments related to fallbacks that ISDA implemented for certain interest rate benchmarks in its 2006 ISDA Definitions. Bloomberg also calculates and publishes BSBY (see below), their proprietary interest rate index.

Central Clearing Parties (CCPs): LCH and the Chicago Mercantile Exchange (CME) clear a significant portion of global interest rate derivatives. As part of the ARRC’s Paced Transition Plan to increase SOFR trading, in October 2020, CME and LCH converted discounting and collateral of USD interest rate swap products from EFFR to SOFR. How the CCPs handle fallbacks will also have a significant impact on a large percentage of IBOR trades.

CME Group: The largest derivatives exchange in the world and publisher of CME Term SOFR for one-, three-, and six-month tenors.

Commodity Futures Trading Commission (CFTC): the CFTC regulates U.S. futures and over-the-counter (OTC) derivatives markets, which have comprised over $300 trillion in LIBOR-linked transactions. Chatham is a member of the CFTC’s Market Risk Advisory Committee and its Interest Rate Benchmark Reform Subcommittee.

Financial Accounting Standards Board (FASB): the FASB is an independent, private-sector non-profit that establishes financial accounting and reporting standards for GAAP filers. Chatham has consulted with the FASB regarding the LIBOR transition and the related accounting standard, ASC 848.

Financial Conduct Authority (FCA): the UK FCA regulates the Intercontinental Exchange (ICE), the LIBOR administrator.

Intercontinental Exchange (ICE) Benchmark Administration (IBA): ICE plays several roles in global financial markets, including through IBA, which serves as the administrator of LIBOR.

International Organization of Securities Commissions (IOSCO): IOSCO regulates and sets standards for the global securities sector. In 2013, IOSCO released its Final Report on Principles for Financial Benchmarks, establishing guidance that the ARRC and other global standard setters have utilized in selecting replacement rates as the market transitions from LIBOR and similar rates.

International Swaps and Derivatives Association (ISDA): ISDA exists to foster safe and efficient derivatives markets and is focused on a smooth LIBOR transition in derivatives, including by drafting forms of documents informed by public feedback. Chatham is an ISDA member and has responded to ISDA’s public LIBOR transition consultations, additionally participating in LIBOR transition working groups.

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When is LIBOR going away?

IBA will publish overnight, one-month, three-month, six-month and twelve-month USD LIBOR through June 30, 2023, after which the rates are expected to be deemed non-representative. As of the beginning of 2022, banks have no longer been permitted to originate new LIBOR-based loans, with limited exceptions for extensions of LIBOR-based instruments, and they may only offer LIBOR-based derivatives to hedge LIBOR-based loans originated prior to 2022.

On March 5, 2021, a series of announcements and guidance by the FCA, IBA, ISDA, and Bloomberg, answered several open questions regarding the timing of the end of publication of all LIBORs. Although in July 2017, the FCA announced that LIBOR was at risk of discontinuation after the end of 2021, the FCA and IBA indicated that overnight, one-month, three-month, six-month, and twelve-month USD LIBOR would continue to be published through June 2023. U.S. bank regulators contemporaneously released its own announcement suggesting that new loans must cease to reference LIBOR after December 31, 2021. The announcements set the ISDA spread adjustments, which provides more concrete guidance around the calculation of the fallback rate.

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What is SOFR, and how is it different from LIBOR?

In June 2017, the ARRC identified SOFR as the presumptive replacement rate for USD LIBOR. The New York Fed calculates SOFR by taking the volume-weighted median of transaction-level data from three sources: 1) tri-party repo data, 2) GCF Repo (General Collateral Finance repurchase agreements) transaction data and 3) bilateral Treasury repo transactions cleared through FICC’s DVP Service (Fixed Income Clearing Corporation’s Delivery vs. Payment Service).

A primary attraction for regulators is that, unlike LIBOR, SOFR is fully transaction based and therefore less susceptible to market manipulation. There are nearly $1 trillion of daily market transactions underlying the calculation of SOFR. Conversely, USD LIBOR relies primarily on expert judgment of the LIBOR panel bank's submissions to calculate this rate. The most actively traded USD LIBOR tenor is three months, and less than $1 billion of transactions typically underlie the calculation of this rate each business day.

The New York Fed has published daily SOFR since 2018 and also now publishes 30-day and 90-day compound SOFR, which lenders can reference to ease administration of loans. In addition, CME publishes proprietary SOFR term rates.

For more detailed information about SOFR, please read SOFR: A comprehensive guide. (Back to top)

How does Fed involvement in the Treasury repo markets affect SOFR?

SOFR is a measure of the overnight cost of financing U.S. Treasury securities in the repurchase agreement (repo) market. The SOFR rate is an average of the market transactions from bilateral trading (trimmed to exclude certain transactions using high-demand “on special” collateral) and the tri-party repo market. The dynamics driving pricing, volatility and risk in the U.S. Treasury repo market therefore also impact daily SOFR settings.

The Fed’s Federal Open Market Committee is responsible for periodically setting targets for several key interest rates, enforced through open market operations. The New York Fed conducts both repo transactions and reverse repo transactions in the tri-party repo market to manage the level of reserves in the banking system to further support the transmission of monetary policy to the economy. In a repo transaction the NY Fed is a lender, providing reserves to Primary Dealers in what equates to a collateralized loan. In a reverse repo the NY Fed reduces reserves by effectively borrowing funds from the market. The Fed’s involvement in the repo markets, meant to ensure an orderly and liquid market, influences the SOFR rate by effectively setting both a floor and a ceiling on repo rates. When the Fed lends funds via repo, they implicitly provide an avenue for primary dealers to convert their Treasury and MBS holdings to reserves. This lending can act as a backstop, encouraging those dealers to lend out reserves to other market participants and helping to ensure that repo rates don’t rise above the Fed’s targets. When the Fed borrows funds via reverse repo transactions, they provide an alternative means for market participants to earn interest on their excess cash, which by design, keeps the Fed Funds rate from falling below the lower bound of the Federal Reserve’s target.

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Why did the CFTC’s Market Risk Advisory Committee (MRAC) develop the SOFR First initiative?

SOFR First called for interdealer brokers to quote and trade over SOFR (rather than USD LIBOR) for USD linear swaps, cross currency swaps, non-linear derivatives, and exchange traded derivatives. The MRAC supported the SOFR First initiative, which called for interdealer brokers to transition from trading LIBOR linear interest rate swaps to SOFR linear swaps beginning July 2021. This initiative notably increased SOFR liquidity through the end of 2021, since which time banks have no longer been able to offer new LIBOR-based contracts. (Back to top)

What is Term SOFR?

Term SOFR refers to a forward-looking SOFR rate that covers a period longer than a business day, for example one-, three-, six, and twelve-month periods. In April 2021, CME Group announced the launch of one-, three-, and six-month CME Term SOFR, representing a potentially significant step towards development of a liquid term SOFR market.

While LIBOR rates are based on term lending, SOFR instruments such as SOFR OIS swaps and futures are needed to build the SOFR forward term structure. The Fed considered proposals to publish SOFR term rates once liquidity is sufficient. In April 2021, however, the ARRC announced a set of key principles to be used as guidance while considering the necessary conditions for a SOFR term rate. The key principles to be followed include meeting the ARRC’s criteria for alternative reference rates, being rooted in a robust set of derivatives transactions, and having a limited scope of use.

In July 2021, the ARRC formally recommended the CME Group’s forward-looking SOFR term rates (Term SOFR) and released best practices related to its use to further support the transition from LIBOR. The ARRC also released guidance regarding the scope of use for Term SOFR derivatives, which at that time stated that end users may hedge cash products that reference Term SOFR with Term SOFR derivatives. (Back to top)

Are Term SOFR derivatives available today?

The ARRC updated their initial best practices in August 2021 to clarify the scope of the use of Term SOFR. The revised scope of use reiterates that end users may wish to hedge cash products that reference Term SOFR with Term SOFR derivatives and that the ARRC supports such use. Relative to this recommendation, an end user is described as any party to the underlying cash product, such as a borrower, lender, or guarantor. These parties may then enter into Term SOFR swaps, caps, swaptions, or other derivatives to hedge cash product exposure or a portfolio of exposures and may also adjust or unwind these exposures, including by way of novation. Importantly, a financial institution that is not a CFTC-registered Swap Dealer or interdealer market maker in interest rate derivatives may also offset such exposure with an upstream dealer.

The ARRC re-emphasized that it does not endorse the use of Term SOFR derivatives for most of the market, including CFTC-registered Swap Dealers, and encourages the use of derivatives based on SOFR overnight and SOFR averages where possible, even for end users. So while Swap Dealers can offer Term SOFR derivatives to their borrowers, they must offset their Term SOFR risk with compounded or simple SOFR, and warehouse the inherent basis risk. The limited liquidity for Term SOFR derivatives and the basis risk dealers must warehouse, has resulted in bid-offer spreads for Term SOFR derivatives that are often 1-3 basis points wider than a typical SOFR swap. (Back to top)

What is the role of a SOFR curve?

The SOFR curve is a key component of pricing and discounting of SOFR financial contracts. As discussed above, SOFR payments are averages of SOFR daily rates. To value future SOFR payments, and to discount payments, a SOFR forward curve is needed. A SOFR curve can be used for both compound in arrears and compound in advance payments. For example, a SOFR curve was needed to properly handle the mid-October 2020 discounting switch from EFFR to SOFR at the clearing houses. The same SOFR curve can also be used to help value OIS SOFR swaps and compound in advance SOFR caps. (Back to top)

Can I still buy a LIBOR cap today?

Since the 2021 deadline for banks to offer new LIBOR-based instruments, cap provider banks have continued to offer LIBOR cap extensions for LIBOR-based instruments originated before 2022. It is not clear how liquid LIBOR hedging markets will be as LIBOR continues to move towards its sunset in June 2023. (Back to top)

Transition of existing loans and derivatives

What are the main issues that must be addressed in transitioning a loan or derivative from LIBOR to SOFR?

The main issues in transitioning a given loan or derivative are:

1. Fallback triggers: what will give rise to a transition from LIBOR?
2. Fallback rates: what rate will replace LIBOR?
3. Spread adjustment: how will the loan spread and derivative economics be adjusted to reflect any difference between LIBOR and its replacement rate? (Back to top)

How are fallback triggers, rates, and spread adjustments addressed in loan and derivative documents?

The ARRC has prepared a series of recommendations and draft documents to address these questions for loans, as has ISDA in derivatives. They generally are aligned — with some notable differences — and address these issues as follows:

• Fallback triggers
  • Cessation: public statements indicative of permanent discontinuation
  • Pre-cessation: declaration that LIBOR is no longer representative, insufficient number of dealers providing quotes, et al.
• Fallback rates - this is one area in which the ARRC and ISDA are not entirely aligned
  • ARRC: waterfall of Term SOFR, followed by Daily Simple SOFR, followed by an endorsed benchmark rate
  • ISDA: SOFR compounded in arrears
• Spread adjustment: five-year median historical spread shifted by adding two banking days relative to the LIBOR period. In light of regulators' announcements, ISDA’s spread adjustments for one- and three-month LIBOR to SOFR were set at 0.11448% and 0.26161%, respectively.

With that, we’ve seen a variety of approaches across various types of lenders (e.g., global investment banks, regional and community banks, non-bank lenders, Freddie Mac and Fannie Mae), and many of these approaches evolved over time, meaning that a given lender’s transition language may look different depending on when, in the last couple of years, it closed.

There are two broad approaches to addressing these issues in loan documents.

• Hardwired approach: Some in the market have used loan fallback language that includes a specific rate, index, or the determination (or future determination) of a substitute rate by a specific committee or organization (such as the Fed, the ARRC, or ISDA). The ARRC recommended SOFR as its preferred substitute rate and released its “hardwired approach” to fallback language for syndicated loans (updated June 2020). This fallback language uses a decision waterfall based on SOFR to determine the substitute rate.
• Amendment approach: Others preferred to retain flexibility in their loans and include language incorporating whatever fallback rates are ultimately adopted by the marketplace. In April 2019, the ARRC released its “amendment approach” to fallback language for syndicated loans, allowing flexibility for loan parties to agree on the selection of a substitute rate and amend their existing documentation accordingly.

On the derivatives side, ISDA’s revised definitions, IBOR Fallbacks Protocol (the Protocol), and related Fallbacks Supplement to the 2006 ISDA Definitions, have been in effect since January 25, 2021, to better accommodate permanent cessation of LIBOR. The Protocol is designed to facilitate an efficient transition of existing derivatives. Any derivative executed since the effective date that incorporates the 2006 ISDA Definitions has automatically incorporated these changes without need for the Protocol.

Finally, legislators at federal and certain state levels have adopted laws designed to facilitate a smooth transition away from LIBOR, particularly in certain “tough legacy” contracts that cannot be easily modified to accommodate a benchmark transition not originally contemplated upon closing of the instrument. Our 2022 update discusses this legislation.

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What happens to my existing LIBOR cap or swap once LIBOR goes away?

On June 30, 2023, all USD LIBOR-based derivatives subject to ISDA’s revised definitions will fall back to SOFR compounded-in-arrears plus the spread adjustment referenced above. ISDA’s previous benchmark fallback language only contemplated a temporary unavailability, rather than a wholesale discontinuation/replacement.

With fallbacks in the derivatives markets defined, one significant open question is whether loans and hedges are aligned to minimize unnecessary effort and expense when LIBOR ceases. The answer lies in whether the transition language in the loan and cap or swap are consistent in terms of the fallback trigger, fallback rate, and spread adjustment. If any of these do not match, there could be a negative impact to a borrower, particularly those sensitive to hedge accounting treatment.

Many loan fallbacks that have followed ARRC recommended language name Term SOFR as the first level of the fallback waterfall; thus, any derivative that falls back to SOFR compounded-in-arrears will represent a mismatch between the loan and the hedge. This could drive market participants to negotiate bilateral amendments to their derivative transactions (to match their hedged items) rather than adhering to the new ISDA protocol as a standardized practice. This concern about the need for consistency has been echoed by other stakeholders responding to ISDA’s public consultations regarding fallback methodology and pre-cessation triggers. End users need to be aware of the potential for mismatch and what that could mean from a risk perspective, advocating and pushing for change where necessary to minimize the gap.

In other cases, certain hedges traded directly with a lender bank may pose a situation where both borrower and lender are incentivized to create alignment between the debt and the derivative, which could be achieved by amending one or the other. In other cases, borrowers may have to either proactively amend their derivative (which may or may not come at a cost) or face a mismatch. (Back to top)

Accounting considerations

How has accounting guidance evolved to accommodate the LIBOR transition?

GAAP requires extensive analysis of contract modifications, the results of which can lead to current P&L impacts and loss of hedge accounting. Revenue, leasing, debt, loans, and derivatives are all impacted by these analyses. FASB issued Topic 848 which disregards these analyses as long as the modifications relate solely to reference rate reform. Additionally, hedge accounting may continue while there is still uncertainty about how the contracts will ultimately transition to an alternative reference rate. Without this guidance hedge accounting for interest rate exposures would be lost by all market participants.

Topic 848 is a set of exceptions and practical expedients to current GAAP for contracts that are affected by reference rate reform. These exceptions and practical expedients treat the amendment of these contracts as a modification or continuation of the contract, as opposed to a termination. Additionally, Topic 848 extends practical expedients to allow hedging relationships to continue and to temporarily ease certain of the effectiveness assessment requirements. These expedients may only be applied if all the contractual changes relate to reference rate reform, which will require documentation of the contractual changes and the election of the expedients. (Back to top)

How will designated hedges be impacted?

For derivatives designated in hedge accounting relationships, a modification to the critical terms of a derivative requires that the hedge accounting relationship be discontinued. A new hedge accounting relationship can be established for the modified derivative if new accounting documentation is put in place. However, this revised hedge accounting relationship is more complex to account for and typically requires a more sophisticated approach. Optional expedients are available in Topic 848 to overcome the requirement to re-designate the hedging relationship.

Fundamental to cash flow hedging relationships is the expectation that the future hedged transactions are probable to occur. Given the current definitions of hedged transactions, amended contracts that reference a new index would not qualify and hedge accounting would need to cease. Topic 848 allows an entity to assume that the derivative and exposure will transition to the replacement rate at the same time.

For fair value hedges, the value assigned to the hedged debt will need to be updated for the change in the reference rate, though no specific approach is mandated in Topic 848.

Effectiveness assessments are also impacted. There are several simplified approaches that would become invalid upon amendment of the derivative or hedged exposure. Topic 848 provides a range of optional expedients that will allow an entity to change assessment methods or ignore certain elements in the assessment. Quantitative effectiveness assessments may require market data that is not available and reasonable proxy data may be appropriate. (Back to top)

How will debt and loans be impacted?

When a debt contract is modified it must be analyzed to determine whether the change in cash flows indicates that the modification is in substance an extinguishment of the old contract. If deemed extinguished, any unamortized debt issuance costs must be recognized in current period earnings. Topic 848 provides relief in this area and waives the requirement to assess modified debt if the only modification is to reference rate reform related changes. (Back to top)

How will other contracts with embedded derivatives be impacted?

Upon issuance and modification, all contracts must be analyzed for embedded derivatives. Both qualitative and quantitative factors are considered to determine whether the embedded derivative should be accounted for separately from the host contract.

Topic 848 grants relief so that amendments related to reference rate reform will not trigger analysis of embedded derivatives.

Derivative contracts that do not qualify for the exceptions and expedients in Topic 848 need to be analyzed to determine whether the contract should be accounted for as an at market derivative and additional debt. Interest rate swaps entered into prior to March 2020 are at highest risk for this treatment if Topic 848 is not applied.

New contracts will pass through the existing requirement to analyze embedded derivatives, though the market data for a new reference rate may not be robust enough initially to complete the analysis. In this case, a reasonable proxy may be appropriate.

Lessees carry most leases on the balance sheet as a liability with an associated right-of-use asset, while certain leases are off balance sheet. A modification in the contract requires a reassessment of this classification. Topic 848 grants relief for this reassessment.

Certain long-duration construction contracts are recognized in earnings based on a percentage of completion. Amendment of the contract requires a reassessment of the amount recognized in earnings and possibly a new pattern of recognition in the future. Topic 848 provides relief for this analysis if the modification is solely due to replacement of a reference rate. (Back to top)

How has the SEC addressed disclosure requirements?

The Securities Exchange Commission (SEC) has encouraged entities to include additional disclosure in their filings to discuss the impact of reference rate reform. This disclosure should likely reside in the Management Discussion and Analysis section of financial statements. The SEC suggested the following disclosure:

• Population of contracts that extend past 2021 that reference LIBOR and the plan to convert those contracts.
• The actions that are needed to mitigate the exposure to LIBOR cessation.
• The expected impact on profitability.
• The expected impact on the effectiveness of the company’s hedging strategy.
• Disclosure that allows investors to see the issue through the eyes of management.
• The impact on business, systems, processes, risk management, and clients.

The SEC welcomes pre-filing consultation so companies can get the level of disclosure right. (Back to top)

What does Chatham recommend?

With the extension of LIBOR’s publication through June 2023, many borrowers have decided to deprioritize preparing for the LIBOR transition; but timing of the transition is more nuanced than many headlines would suggest, and loan documents may be drafted in a way that gives rise to risk of an early and potentially unfavorable transition. With that, Chatham generally recommends that borrowers be proactive with respect to the LIBOR transition, beginning with understanding their exposure.

What do we need to do to prepare for the transition? When will I need to act and how?

Chatham recommends that all LIBOR-based borrowers do the following:

• Review and inventory their loans and associated derivatives as to trigger, fallback, and spread adjustment language (or lack thereof) as soon as possible
• Incorporate more robust fallback language into their loans (see Chatham’s recommendations)
• Understand transition guidance and any relief afforded
  
• Assess potential regulatory scrutiny as to various entities within an organization

Chatham further recommends that LIBOR-based borrowers who hedge their interest rate exposure with OTC caps, swaps, etc., spend time reviewing the revised ISDA definitions and the ISDA protocol, along with any bilateral agreements issued by ISDA or specific lenders/hedge providers, to determine the optimal hedge fallback mechanism for their specific situation. Moreover, to the extent that the borrower has OTC derivatives documented via non-ISDA agreements (e.g., the German framework agreement, DRV, or the French framework agreement, FBF), the borrower should analyze those agreements as well. Those who hedge with cleared derivatives should have seen a more immediate impact arising from the "clearinghouse big bang." (Back to top)

What LIBOR transition-related resources are available?

• Chatham Financial frequently publishes LIBOR content, here are some essential entries:
  • The finish line is in sight — GBP LIBOR transition
    
  • SOFR: A comprehensive guide
  • LIBOR transition market brief
  • Understanding ASC 848
    
  • USD LIBOR and SOFR Forward Curves
• The New York Fed publishes the following SOFR rates each business day at 8 a.m. EST:
  • Daily spot SOFR
  • SOFR averages - compounded averages of the SOFR over rolling 30-, 90-, and 180-calendar day periods
  • SOFR index - reflects the cumulative impact of compounding the SOFR on a unit of investment over time, allowing for calculation of compounded SOFR averages over custom time periods