Corporate Treasury LIBOR Project update

Chairman’s commentary

What follows is a very detailed summary of a discussion which was surprisingly animated, given the subject. The main points:

• There is still discussion about precisely how to calculate the rates that will replace LIBOR. As a result, some USD LIBOR will continue to be published for an additional two years.
• Two participants on the call are part of the Alternative Reference Rate Committee in the US which has been discussing the change with the regulators and the financial institutions: their pressure helped avoid a credit surcharge of about 20 bps. We are all grateful to them.
• The new rates will be based on history, and therefore backward looking. This is making life difficult for the TMS providers, as the logic will be more complicated, given the need to wait until the period is over before knowing which rate to apply. The need to apply averages further complicates this issue (see next point).
• The new rates will be historical averages, to reduce the risk of excessive volatility. Much discussion is on going about the periods and methods to be used for this averaging.
• The result of all this is that the major TMS providers are still not able to provide updates to their systems. It is also likely that the rates will only be available a day or more after the end of the period to which they will apply.
• All participants are also struggling with the internal issues:
  • For many, the pricing of intercompany loans will need to be changed to refer to the new rates. There is some nervousness about whether this will cause tax issues.
  • Typically, there is a lot of work to be done in various departments around the company to find all references to LIBOR, which will need to be amended. As always, it is necessary to get the other functions, which include Procurement, Intercompany, Tax, and any internal financing arms, to address the issues. As always, this can present challenges – but it is too much work for a single person in Treasury.
  • Banks continue to provide new contracts which still refer to LIBOR.

Bottom line: disappointingly, and though many issues have been resolved, we still do not have agreement on all the details – and we all know where the devil resides. The biggest issue is how the average historical rate will be calculated, and how the lookback it implies will be handled. This means that the TMS providers are not able to provide the required systems updates. Participants confirm that it can impact a surprising number of areas in the company, and there are concerns about potential tax issues on intercompany pricing – we should not use the extended publication of LIBOR to delay implementation.

So it is important to keep close to this, not delay, and do everything we can to be prepared.

Topics addressed in this discussion

• Approach to LIBOR project – how are you going about it
• Status of project
  • What do you know and not know
  • What challenges remain
• What would you like to know from your peers about their project
• How would you rank your LIBOR project from both a hassle and a risk perspective

Seven companies were represented in this call comprising multinational companies with headquarters in Europe and the United States.  On average they have operations in 75 countries and employ 48,000 people.

ONE  

• As a global publicly traded company, the switch from LIBOR obviously impacts us quite a bit
• I am working with the ARRC (along with another peer on this call) to figure out from the federal government what the new requirements are and what is planned for this year.
  • The ARRC, Alternative Reference Rate Committee, is a public-private committee convened and sponsored by the Federal Reserve to facilitate the transition in the U.S.
  • https://www.newyorkfed.org/arrc
• This will be our first 10k where we introduce LIBOR risks. We’ve had the general risks of it changing over the years, but this year, we’re going to have more detailed information 
  • We have been working with our cash management bank, who called our facility, and require us to change the language for LIBOR in the next couple of weeks. 
  • We’ve been working with their lawyers and things are now as clear as mud. 
  • There are some areas that we understand and can make good progress on. 
  • The thing we as a company struggle with the most is the intercompany loans, and particularly subsidiaries outside the US. 
  • So it’s a big project. It’s really only me from the company working on it, assisted by our external advisors. I’m here to figure out what everyone else is doing and make sure I’m on track. And if I can provide any help from my side, particularly as I have seen some language from the banks. 
  • We’re also working with our TMS providers to make sure they’ll be up and running for us when the time comes.   
  • I think we’re doing as much as we can right now to prepare for something that we’re really not sure what its final version will be nor when it is going to happen.

Comment:   The real question at the end of the day, in my mind, is what is the financial impact going to be?  I mean, how I understand it is that you may end up with a couple of basis points difference in what we go to, whatever that ends up being. But how big a deal is that?

Response: You sound just like my boss. That’s his only question. How much is it going to cost him? We’re being told, (from the lawyers and the bank’s lawyers), that it won’t be a significant change in interest rate, spread and payment. But nobody has solid figures for us yet.

Comment: In many ways the interpolation of LIBOR was good because it reduced volatility. I mean, the biggest issue I see here is that if you end up with no smoothing taking place, you’re likely to end up with significant volatility.

Response: Yes, that’s true.

Comment: But again, I don’t know. Because remember one of the funny things in LIBOR, if you look at the initials, it’s the London Interbank Offered Rate. How can this exist  when the banks are not lending each other money? They stopped lending each other money years ago. 

Response: Yes. And it’s just got so much steam now that it’s basically happening. There’s not a whole lot we can do about it.

Comment: You’ve introduced something I hadn’t thought of, which is if you’ve got intercompany loans, you need a new reference rate: presumably your concern is that there’s going to be potential for tax authorities to query whatever rate you use. LIBOR was universally accepted. Now we will have a series of different benchmarks.

Response: Yes. There are a lot of international companies on the line with LIBOR in every one of our contracts.  Now, we’re not completely sure what we do, when it’s between companies that are not based in the US, are we using SOFR or what are we supposed to use? It’s up in the air right now.

Question: Do you think this is a serious concern, that this is going to lead to a rejection by tax authorities? 

Response: Well, our tax director is concerned about that. But he doesn’t have enough details to know for sure if the risk is real, or if there’s something we really have to prepare for. I was hoping somebody else was further down the road to help me on that.

Question:  Presumably, from the point of view of the TMS manager, what’s required is the ability to plug into a new rate. I’m assuming that once it’s published by somebody like Bloomberg and others, that shouldn’t be too big an issue. The only problem is they need to know what it is.

Response: Yeah, and I think for the bigger TMS providers, that’s not a big problem.  However, for some of the smaller ones, it is taking more to get them to understand that this is coming their way. It’s quite surprising the amount of people I’ve spoken to from smaller TMS providers who really weren’t sure that this was something that had to be done this year. So, I don’t think it’s apparent enough to everyone involved. 

Question: Which TMS provider do you use?

Response: Bellin who has just been acquired by Coupa in the US.  Fortunately, they have a presence in Europe and the US and are all over this change. I’m not worried about them particularly.

. 

TWO 

• From what I’ve heard, it is the readiness of TMS and other providers that was the main reason behind the delay in the LIBOR transition. Information on LIBOR will be available for two more years.
• We all conveyed to the authorities that TMS and ERP systems are not ready yet and it will take them more than one year to be ready. So we have two more years for the TMS and ERP systems to get ready,

Question from ONE: So do you think we’ll be using a range of rates? If my cash management bank will not accept LIBOR, do you think it’s going to be a combination of rates?

Response: So, if we think about LIBOR or IBOR right, interbank offering rates and LIBOR is not the only one. In terms of what is disappearing for LIBOR, it is USD, GBP, CHF, JPY and EUR.  Those LIBORs are going to disappear.  But EURIBOR or TIBOR (Tokyo Interbank Offer Rate), are straightening out their methodologies. And then if you think about AUD, BRL CAD HKD, MXN, NZD, the IBOR to IBOR is going to coexist with risk free rate. So they’re different places where different things are happening. I know we are all focused on USD or GBP. And we talk about LIBOR. But there are other things with other countries as well. 

In terms of intercompany, we have ARRC, which understands  that intercompany is important. The whole idea of ARRC was that if our analysis of intercompany under LIBOR and subsequently with the new rates, is backed by ARRC, it will provide us with a good background for discussions with tax authorities. However, I think we will be addressing intercompany much later in the process. First, we are going to make sure that the USD LIBOR is replaced by SOFR and SOFR is available when you want to make the transition. 

Question:  Can I ask you the question that in value terms, what’s the difference between LIBOR and SOFR? 

Response:  SOFR is a standard offering, overnight fixed rate. So it is a real rate that is being used. It’s a tangible rate, whereas LIBOR was not exactly an offering rate. I think the discussion about whether LIBOR will be replaced or not is a done deal – that ship has sailed. We just have to adjust GBP for GBP SONIA and USD for USD  SOFR.  The two year extension was given but I think Fannie Mae and Freddie Mac are going to start issuing loans with SOFR. 

Comment: They started issuing funding earlier. So the question is today if you compare the two rates, are they different?

Response: Yes, they are different. And we (a team including corporates led by ISDA) spent a lot of time to come up with an agreed spread when we do a one-time shift from LIBOR to SOFR. 

• The team led by ISDA came up with an equivalent rate that is LIBOR plus x basis points. 
• The team came up with a rate which is based on the five year average difference between SOFR and LIBOR.  A 20 bp spread was settled on.  There was discussion with the banks about adding another credit spread on top of that because some banks’, especially regional banks, have cost of funding that is higher than the SOFR plus basis point. The corporates emphasised  that the additional spread was going to create a nightmare for us, because when we hedge, the hedge rate of ISDA or the core banks is going to be different from the borrowing rate, whereas LIBOR is the same rate currently.. Ultimately it was agreed that there would be no additional credit spread and to stick with the SOFR plus 20 bp. 

Question: Is there more volatility?

Response:  I don’t have the numbers or benchmarking. But there should be less volatility, because SOFR is a more tangible rate. There have been situations where, as you mentioned in the financial crisis, where it has gone up. To address that volatility, the idea is to use the one month average, rather than each day’s average or something similar. There’s a lot of work being done on that as well – whether you have a LIBOR or SOFR based contract for one month, do we use the last day, or the average of all the SOFR rates for the whole month? So that will reduce the volatility. 

Comment: Okay, so that discussion is still taking place.

Response: I think it’s taking place and I understand SONIA is ahead of us and has made some decisions on the averaging method. Even within the averaging method, there are two ways to do it – simple averaging versus daily compounding. From what I understand, people are leaning towards daily compounding. 

Comment: Ok… one of the risks here is that you could end up with multiple benchmarks for the same currencies.

Response: No, I don’t think so. I think there will be a transition period where LIBOR and SOFR may coexist, but that’s because of the two year extension.  As discussed, some TMS providers didn’t even know they needed to make any changes. So that’s why they gave another two years. But after that, there’s going to be only one rate going forward and that’s going to be SOFR for US and SONIA for GBP.

Comment: Okay, so one rate per currency. Now, can you help educate me regarding the TMS providers. I understand this means that they need to go into whichever data provider you’re using and pull the rates. Is it that difficult to go and pull a different rate?

Response: No, it should not be. Auto rates are available. The Fed is going to make SOFR available – it is already available.  The Fed is going to be the administrator of SOFR. 

Question: Why does it take the TMS providers a year to do this?

Response:  Large TMS providers are already working on it.  Still, the devil is in the detail.  It’s not just adjusting the software. Because SOFR is a look back, it has been decided that an averaging method is to be used which generates multiple additional methodology questions:

• With regard to the payment date, is it going to be the end of the interest period,  two days following the end of interest period; does it incorporate  a look back period?
• Is it going to be one business day or two business days or no look back at all? 
• There is a lockout period, which is generally two business days.  Some are saying there should not be a lockout period. 
• The day to day convention has already been decided – actual over 360 days  
• There clearly are still some moving pieces for everybody to agree and come up with one source of truth and then the TMS and ERP system providers will adopt that. As I said, SONIA is ahead of that so far and the ARRC is getting there.

Question:  Okay, I assumed that the average would be done by whoever is publishing the benchmark and you just let the rate that comes out of that go. 

Response: There are complications there, because you want to come up with a rate which is based on average, then you need time to do that averaging – next day, two days? And then whoever comes up with the rate, then you have to give two or three days for the borrower to make that payment.

And then do we wait? Do we look at a lock out period and a look back period? Should it be exactly the same period? Should it be staggered by two days so we get more time to calculate the rate?  Those are all the things that people are going to face. Do we really understand how we are going to do that? And, averaging is not as simple as it sounds. It could be simple averaging. But many will say no, daily compounding should be used for everything.

Comment: I’m impressed by how we managed to make this complicated. 

Response:  It’s that so many trillions of dollars are involved. So people are looking at it, especially ARRC and GBP authorities.  They want to make sure that it’s bulletproof. It’s not as simple as you would first think.

Comment: I understand that this is very important for the banks, because the banks do have the trillions, and because there is the potential to create mismatches within the banks. But from the corporate point of view, I suppose I’m not particularly sympathetic to the tax issues on this.

Response: I think from a corporate perspective, we need to understand what is going on. And then we need to advocate for our own rights, just like the credit spread was considered very seriously on top of the basis points spread between SOFR and LIBOR. And if corporates had been involved, that would have passed through. So corporates have to be very agile and advocate.  To their credit, they created ARRC which has many corporate participants. We need to be vocal and to participate to convey our views. Otherwise, the banks could take over and everything will be in favour of banks and not in favour of corporates. 

Corporates have to take action.  We cannot just sit back and let things happen

Response from ONE: Just, you know, we have been working throughout not only with the TMS providers, but AP and various other vendors that somehow need the supply or change information fed from them as well. So it’s a very big project in the US. And it’s bigger than I even anticipated when we first started, but there’s a lot to it.  And I think it has been said so well (by TWO) , that corporates just have to advocate for themselves because it definitely will come back on us and cost as if we don’t make the best decisions now that we can.

Comment: Yes, and they all need to make sure that the banks don’t use this as an opportunity to widen the spreads. 

Response: So I think that spread is now pretty much a done deal for SOFR. The credit spread is gone – it is not on the table anymore. Now I think more discussion is on calculations and look back period, etc.

Question:  Where would you say the project is from your company’s perspective? Are you still much the same as ONE in terms of waiting for things to be agreed before you can move ahead?

Response: There are three streams that we have created:

•  Cash and liquidity management – we need to look at external and internal contracts because the language needs to be changed; the fallback language needs to be decided. 
• Treasury technology – we are in constant touch with our ERP system, TMS system, and then AP and AR systems to make sure they are aware of the change coming
• Financial risk management must look into how our swaps are valued and our hedge accounting is going to be affected. 

Question: From each of those perspectives, how confident are you?  Is it just a walk through or are there some serious roadblocks ahead?

Response: So there are no serious roadblocks ahead. I think exposure identification is the most important and is like a pyramid. So at the base of the pyramid, you have to scan through and make sure that you are aware of all the exposures, internal and external contracts you have. Currently we’re waiting for the fallback language.  I think ISDA has already issued some fallback language which will become a standard. 

People have slowed down, because we have another two years. The urgency has lessened.  

Comment: Except, of course, the problem is that that probably means that in two years’ time, people will still be working on this, right? 

Response:  Yes, that’s what we tried to tell everybody.  This was done, because even though we knew about these things three to four years back, still we came to the place of getting within one year and we had to push it back. We cannot be in the same situation again after two years.

Question: To come back to hedge accounting, the one exposure I see is if the two sides of the equation are affected differently.  Is that possible under this environment?

Response:  It should not be possible. If LIBOR is your benchmark rate for your floating rate loan and the benchmark rate for your derivative you use to hedge it, both of those LIBORs will change to SOFR. We are working with the authorities to make sure that level is replaced by SOFR plus x basis points which is the same for both the loan as well as for the derivative. In that case, both sides  of the equation should be equally impacted. . 

Question: Is there any potential for all of this averaging to create mismatches?

Response: That’s exactly where the devil is in the detail. So we want to make sure that we understand the ISDA protocol and use exactly the same ISDA protocol for our loans. So for the existing derivatives, you’re not creating any mismatches. This is the biggest place where corporate treasurers and Treasury teams need to be aware and ahead of the curve to make sure that whatever we change on the  ISDA side is the exact same thing on the loan side. And that’s why the averaging method and payment date, look back period, lockout period, and then accounting convention and all those things matter a lot, because it could create small mismatches.

THREE 

• I echo the prior speakers 
• We’ve formalised into smaller groups. Our strategy is to get the people/departments that may be impacted involved in this journey as soon as possible. 
  • Within the treasury and finance area, we have customer financing agreements and trade finance agreements. 

• We have the TMS (Wall Street) which is in the process of being upgraded.
• We’ve gone through all the outstanding positions. When it comes to external derivatives, the majority were beyond 2021. And now we know that we have another two years. So for any long derivative contracts that we have in place already, we don’t see the rush as we did in the beginning.  There will be a transition in there, and as I understand it, the banks cannot close on LIBOR equivalent derivatives after 2021. So, the transition will be coming in but we do not have to rip out all the old contracts with a long maturity date yet. 
• We have ongoing discussions regarding the timing of our intercompany loan pricing mechanism. With current economic conditions, many countries are having a hard time making their budgets. We (with operations in approximately 200 countries)  are definitely a target for discussions with the tax authorities. They will hit anywhere they can and the pricing mechanism is a perfect area, because it’s not black and white. I think we will take it forward and it will be okay. But it can be a lot of work convincing local tax authorities when they do tax audits that the funding component rates that we use throughout the year are accurate. Now we need new mechanisms and will have to go into substantial amounts of detail to prove we are using the correct rates, and that they are fair, given the circumstances of the legal entity and the country in which the legal entity is situated.

Question: I understand the tax authorities challenging intercompany interest rates. But as I think you pointed out that’s happening anyway. This is just going to give them an additional area to challenge you on. Is that right?

Response: Yes, the different interest rates that we would charge our subsidiaries will be coming from our TMS system.  So they could potentially say that no, this is subjective. Why did you pay this amount? Explain exactly how this was calculated; show me all the supporting documents, all the reference rates etc.? I’m not saying that that’s going to be the case. But I have concerns.

Comment:  That’s the case anyway. I mean, you get the other side, which if you’re looking at it from the point of view of the country where the interest is being paid. They’re challenging the validity, of course, then asking if you’re actually challenging enough, given the credit risk of this happening anyway.

Response: Exactly. You have tax support – does that mean they would argue in the opposite direction? So definitely, of course, it’s a two front war, so to speak.

Comment: I have actually heard them argue that, in fact, what you’re doing is you’re giving a disguised corporate guarantee to the subsidiary and you should be charging for that.

Response: That’s something that we don’t usually do or never actually do. So from that point of view, it’s okay. 

Comment:  In the lending country, I have heard the tax authorities say, well, actually, you must be charging for it. And we’re going to deem the interest income – but we digress…

Response: And of course that’s within this topic.  And they have the new OECD guidelines. And then, of course, tax authorities around the world have views on the capital structure of legal entities and what should be a suitable capital structure in order for us to pay this amount of interest.  Then you add complexity.  And it’s coming. So it’s an intercompany lending and borrowing issue.  

We have external borrowing, and a revolving credit facility, which is quoted off LIBOR. So we have our work stream on that.  Additionally:

• We have a supply chain financing programme, which the finance team is looking into. 
• We have our pension trust. I’m not sure how much they will be affected by this, but probably in some way. 
• We have a risk management department with a captive insurance company and contracts  that sometimes reference LIBOR.

All of these different units I mentioned have different units within the unit. What I’ve been doing is advocating that this is something that is coming, and they need to prepare for it. It’s not going to be a one man show. I’m not going to do all the work.  I am urging them to prepare their different teams to evaluate existing contracts and transactions, keep a close eye on what’s going on in the markets and how this transition works. And then of course, to work with all the stakeholders, which in some cases will include the bank. It’s all about sequence. 

I’ve also tried to reach out to areas outside of treasury and customer finance. If you have standard agreements or comments in your contract that say if you pay late, it’s going to be at LIBOR plus, etc., then fallback language is required. If you don’t have it already, put it in for agreement with customers indicating that the new rate will be applied.

FOUR 

From my part, I think what THREE discussed is quite familiar to us. I recognise a lot of the same issues and the same discussions are taking place.  I don’t think I need to go into all those details once again. 

• Currently, I am emphasising the need to spread the word throughout the organisation, get everyone on board and use the opportunity to:
  • incorporate fallback language
  • make sure that their agreements are up to speed. 
• That’s where I’m spending most of my time – trying to follow up on this issue now and as THREE said, this is not a one person show. Treasury or another department cannot take responsibility for all of it. We’re trying to organise, stay on top of things and make sure that nothing falls between the cracks. 
• I do have a personal question regarding the two year delay on the LIBOR. My impression was that that was not for the very short term rates with the switch from LIBOR still happening at the end of this year. But perhaps I’ve misunderstood something. So if somebody could comment on that, I would appreciate it.

Response:  Yes, that’s true. Now, I don’t know when we use the short term rate. I think most of the time people use a one month lag or a 90 day lever.

Comment: I agree 

Response: That’s a good point. I think that was primarily done because the systems were not ready to adopt. Most of them were for one month and 90 days.

FIVE 

• From our point of view, we’re very much still in the planning stages. I feel we’re a bit late to the party. And needless to say, we are planning and responsible for the LIBOR transition from a group perspective within Treasury. 
• My colleague is taking point on this and is a member of one of the committees in the US.  So they are taking charge from a business perspective.  From a treasury perspective, I started looking at which deals would change / be impacted, and the main area for us is intercompany loans. 
• We’re also working with our TMS vendor. We’re getting an upgrade as of Q2, and that upgrade will give us some LIBOR functionality, which we still need to come to grips with. It’s very much a work in progress and interesting to hear what other people are doing. Obviously, some people are, by the sound of it, far more advanced than we are. So it’s helpful to get the background.

SIX 

• We are the same as FIVE.  We are at the start of the project. So working with the different departments to scope a kickoff meeting and trying to understand where LIBOR is in our contracts.  
• We are working with our TMS (Quantum). We are migrating to a new version in a few two months’ time, and there will be functionality for the new rates. 
• Regarding intercompany loans, we started to work on this over a year ago.  We came up with a proposition to draft amendments for all of the loans and just add a one pager to the contract, saying that we replace LIBOR by x plus the margin. I’m not sure it’s going to be that simple. 
• From a Treasury perspective, as our TMS can support the new rates and that we can add a new contract, it’s pretty much fine. But as we’ve heard before, it’s really tax in every country that will influence the ease or complexity of the transition. I know that in Europe, we have some countries, where they have agreements between each other, so we don’t have withholding tax. But for others, the more exotic countries, it’s definitely going to be a challenge. Thankfully, it will be a tax challenge not a Treasury one. But the project will be managed by Treasury. 
• It’s definitely on my plate. I know that our leadership team in the US have had discussions and participate in events with the Fed. So they are gaining some insight.  I don’t know how much I’ll be able to share, but I will definitely do so. 
• That’s where we are – trying to understand  which rate we will be using and identifying  where we have LIBOR in any of our contracts.  I understand that this will impact a lot.  From a Supply Chain Finance, even very small contracts can be impacted. So I think there’s a lot of work to scope.

SEVEN 

• I’m currently in charge of running the LIBOR project. We’re focusing on the transition from LIBOR to SOFR, or all these other rates. 
• I don’t think we have a lot to add to what has already been said. In terms of where our company stands, we’re definitely still in the stage of trying to get our arms around all the contracts that contain LIBOR language, and working to amend those. 
  • We’ve got our legal team involved in trying to research those contracts. 
  • I think most of the items we’re looking at have already been mentioned on the call. 
  • We’ve got some cross currency factoring agreements, supply chain financing, term loan and some other external loans that definitely reference LIBOR. We don’t have any outstanding derivative transactions at the moment. But we are looking into the interest rates on bank accounts from our cash management side. 
  • Intercompany loan pricing is something that’s on our radar because we have many intercompany loans in various currencies. 
  • We’re kicking off an education campaign to involve several other functional areas of the company including accounting, credit, tax, legal to try and push the importance of this around the organisation and make sure it isn’t just the Treasury Department. I think this is probably too large for any one group to handle.  It’s going to impact too many areas of our company. And so the more brains we can have around this, the better. 
• I’d say prewe are similar to the others on the call. I don’t know if that’s reassuring, or a little concerning.

Comment: But it does reinforce the point that this is the deadline that we’ve all known about for a long time. And, generally, I think we’d have to say that the finance community, including the banks and regulators, have not got to where we would like to be.

Response: Yes, that’s one of the things we’re noticing. The banks are obviously getting involved early on and we’re starting to see some communication from banks on disparate contracts around the rate agreements. But we’ve also noticed that the banks have possibly been kicking the can down the road a bit themselves, just without having futures pricing on SOFR. I feel like they’re waiting before deciding on the best method, or the best rate or contract language to use in agreements. I’d be curious to know  if that’s everybody else’s position as well, if that’s what everybody else is recognising and what they’re seeing  in their banking partner content. 

Comment: The biggest surprise to me is that I’ve seen banking contracts issued recently still only referencing LIBOR.

Response: Yes, that’s what I’m talking about. I think they’re still waiting to decide or figure out what the best alternative would be.

Comment: I do understand the problems that the TMS providers have, ‘we can’t cater for the change until you tell us what it is’. 

Poll: How would you rank your LIBOR project from both a hassle and a risk perspective

END.

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