LIBOR TRANSITION - THE IMPACT ON EXPORT FINANCE - Loan Market Association
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LIBOR TRANSITION – THE IMPACT ON EXPORT FINANCE
Mayer Brown TXF | tagmydeals
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With a resume that includes projects ranging from the deals. All of the information is submitted by the teams
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Our dedicated export and agency finance team extends
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as well as specialist teams in Beijing, Chicago, Frankfurt,
Hong Kong, Mexico City, Paris, São Paulo, Tokyo and
Washington D.C.LIBOR transition The export finance perspective
Contents
4 Introduction
5 Bilateral vs syndicated deals
5 To amend or not to amend, that is the question...
5 Not all currencies are equally impacted
7 CIRR
7 Transition Subset by ECA region
8 Transition Subset by ECA
8 Euro denominated transactions (maturing after 31 December 2021)
9 Transition Subset by borrower type
11 Average tenor
11 Transition Subset – single ECA vs multi-ECA deals
12 Transition Subset – bilateral vs syndicated deals
13 Conclusion
14 About this reportLIBOR transition The export finance perspective
Introduction
Notwithstanding the market disruption caused by Covid- widespread demands from the cash markets for a
19, "keep calm and moving on LIBOR" remains the forward-looking RFR that is more similar to LIBOR, so
message from regulators in both the UK and the US. As that parties would know the amount of interest due at
the export finance market rightly focuses on how it can the end of an interest period towards the beginning of
help to keep global trade flowing in the midst of and that interest period.
beyond the current pandemic, it would do well not to
forget about the LIBOR transition process and its Unfortunately, there is no certainty that forward looking
1
intended timeframe . RFRs will be available by the end of 2021. Regulators have
also noted that if backward looking rates (for example,
This report examines export finance loans completed with a five-day lag) work for other markets such as the
between 2015 to 2019 (inclusive) (the "Relevant floating rate note and securitisation markets, they should
2
Period") . We have examined data from 1,791 deals work for the majority of the loan market. Despite this, the
across all geographies and sectors and involving the full Working Group on Sterling Risk-Free Reference Rates in
range of banks, borrowers and ECAs (the "Total Data the UK has now accepted that backward looking rates
Set"). may not be suitable for some products (including export
finance). That is a potentially positive development, but
LIBOR transition is not relevant for all existing ECA- there is no widely accepted replacement for LIBOR other
covered deals. Some will expire before LIBOR ceases to than the backward looking RFRs at present.
be published at the end of 2021. Even where that is not
the case, the interest rate may be calculated by reference Lots of commentary already exists on RFRs and how they
to a fixed rate3 or the facilities may be denominated in can be calculated for various currencies and markets, as
currencies for which the transition away from LIBOR may well as the challenges involved. We do not repeat or
not be relevant. replicate such commentary here. Rather, we use the data
to illuminate the scale of the LIBOR transition task for the
However, LIBOR transition is going to be a major export finance market and to highlight that what is
undertaking for the entire export finance market. We proposed for the bulk of the loan market may not be
estimate that the documentation in at least 600 existing suitable for many ECA covered loans.
deals will need to be amended by the end of 2021. Many
of these are syndicated, where multiple lenders will have Despite the regulators previously declaring (pre-
to agree a replacement rate with the borrower and ECA. pandemic) that 2020 would be a 'key year' for LIBOR
Similar collaboration will be required on multi-source transition, it will clearly be difficult for many to focus on
deals involving different ECAs. Borrowers will need to this issue at the moment. Nevertheless, it is necessary to
agree on both the replacement rate and when the continue to plan for a post-LIBOR world, especially in
transition from LIBOR should occur. light of the recent guidance from the regulators that
LIBOR's demise will not be postponed. Given the
This process would be an enormous undertaking even if different types of parties and products within export
the replacements for LIBOR for the relevant currencies finance (and there are only likely to be more as agencies
were identifiable and widely accepted now. But that is step up to meet increased demands), there are a lot of
not the case. The major syndicated loan markets seem nuances and subtleties to this issue.
likely to adopt backward-looking risk-free rates ("RFRs")
as the replacement for LIBOR. Examples include SOFR for We hope that this report helps the market to appreciate
US dollars ("USD") and SONIA for pound sterling the scale of the task and to prompt further discussions
4
("GBP"). and collaboration , such that this important and
necessary transition process can be achieved in an
efficient and orderly manner.
This likely adoption of backward looking RFRs is despite
1
This report focuses on LIBOR transition for GBP and USD denominated loans. Other interbank offer rates (IBORs) may also cease to be published in the future, but
these are beyond the scope of this report.
2
LIBOR transition could be an issue for any floating rate loans that are set to mature after 2021, no matter the date of origination. This report focuses on this five
year period because less data is available for earlier years.
3
In some ECA covered deals, although the borrower pays a fixed interest rate, there may be interest make-up agreements or other documents which reference a
floating interest rate calculated by reference to LIBOR.
4
Market participants need to be mindful of competition law when discussing the issue of LIBOR transition with others.
4LIBOR transition The export finance perspective
Bilateral vs syndicated deals
210 bilateral GBP or USD denominated deals from the 395 syndicated GBP or USD denominated deals from the
Total Data Set are set to mature after 31 December 2021, Total Data Set are set to mature after 31 December 2021,
representing 38% of the total number of such deals representing 57% of the total number of such deals
across all currencies. across all currencies. These 395 syndicated deals have
aggregate commitments of over USD 230 billion5.
US Dollar - Pound Sterling US Dollar - Pound Sterling
Euro - EUR 34% Euro - EUR
57% 38% 57%
Rest of currencies Rest of currencies
9%
5%
Figure 1: Bilateral deals maturing after 31 December 2021 by currency (percentage) Figure 2: Syndicated deals maturing after 31 December 2021 by currency (no. of deals)
To amend or not to amend, that is the question...
Unless the GBP or USD denominated loans are priced by stipulate that the consent of the ECA is also required.
6
reference to a fixed rate , the documentation in the 210 Depending on the nature of the transaction, it may be
bilateral deals and the 395 syndicated deals referred to necessary to amend loan agreements and to confirm or
above will need to be amended to refer to a new interest restate guarantees, security documents, ECA policies and
benchmark rate prior to the end of 2021. other related documents such as interest make-up
agreements. It may also be necessary to amend interest
Amending the provisions of a loan agreement relating to
rate hedging agreements.
pricing will require the consent of the borrower and a
certain group of lenders (most likely unanimous with
respect to deals originated earlier than November 2014 Ensuring that the replacement benchmark in hedging
and possibly a lower consent threshold for deals documents is the same as in loan agreements, and the
7
originated since that date) . transition away from LIBOR to that rate occurs at the
same time under both will be challenging.
The terms of the relevant ECA cover documents may also
Not all currencies are equally impacted
As noted above, any floating rate loans denominated in EURIBOR (or the Euro Interbank Offered Rate) is a daily
GBP or USD will need to be transitioned to a replacement reference rate. It is published by the European Money
8
benchmark if they mature after the end of 2021 . Markets Institute and represents the rate at which credit
institutions in the EU can borrow wholesale funds in
Floating rate loans denominated in euro are usually euros in the unsecured money markets.
priced by reference to EURIBOR.
5
Whilst the 395 deals include loans denominated in GBP and USD , the GBP amounts have been converted into USD for illustrative purposes.
6
Documents may also need to be amended in the case of fixed rate loans. See footnote 3 above.
7
Since November 2014, the Loan Market Association's recommended forms of facility agreements for use in investment grade and leveraged finance transactions
have included an optional "replacement of screen rate" clause. This clause qualifies the "All Lender matters" clause by providing that if a Screen Rate is unavailable
any amendment replacing that Screen Rate may be made with Majority Lender and Obligor consent.
8
GBP and USD are not the only currencies for which interest rate benchmark reform is relevant. However, given the vast majority of export finance loans are
denominated in GBP, USD or euro, these are the only currencies that we have considered for the purpose of this report.
5LIBOR transition The export finance perspective
EURIBOR is calculated for 1-week, 1-month, 3-month, 6- Regulation, and therefore transactions involving only
month and 12-month tenors. Similar to LIBOR, it is a EURIBOR linked loans may not need to be transitioned at
forward-looking term rate. all, or may not need to be transitioned by the same date
9
as LIBOR linked loans .
It is likely that EURIBOR will continue to exist beyond
2021, as it is now compliant with the EU Benchmark
40,000
35,000
30,000
25,000
20,000
15,000
10,000
5,000
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
2015 2016 2017 2018 2019
US Dollar - USD Euro - EUR Pound Sterling - GBP Rest of currencies
Figure 3: Export Finance Overview by currencies (volume USD million)
Over 60% of all export finance facilities originated in each In 2015, 2016 and 2017, GBP denominated deals
year of the Relevant Period were denominated in USD accounted for less than 1% of all export finance facilities.
(other than 2018, in which the percentage was 55%). In This jumped to over 5% in 2018 and 2019.
contrast, less than 30% of all export finance facilities in
the Relevant Period were denominated in euro.
Breakdown tranche by currency
2015 2016 2017 2018 2019
1 US Dollar - USD 65.4% 66.0% 67.7% 54.4% 60.4%
2 Euro - EUR 28.4% 26.8% 29.1% 36.8% 26.3%
3 Pound Sterling - GBP 0.5% 0.1% 0.5% 5.7% 5.1%
Table 1: Export Finance facilities / tranches by currency (volume percentage)
9
The European Central Bank's working group on euro risk free rates are currently analysing appropriate fallbacks to EURIBOR and are planning to make
recommendations, most likely between mid-December 2020 and January 2021.
6LIBOR transition The export finance perspective
The Total Data Set includes 947 GBP or USD of facilities and deals that may need to be transitioned
10
denominated facilities, spread across 875 deals . Of from LIBOR to a replacement rate (the “Transition
these, 648 facilities spread across 605 deals will mature Subset”). We will focus primarily on the Transition Subset
after 31 December 2021. This is the maximum number for the remainder of this report.
CIRR
We do not have sufficient information to analyse how on the understanding that:
many deals have been priced by reference to a fixed
interest rate such as the commercial interest reference (1) margins will not be disclosed; and
rate ("CIRR"), as compared to a floating rate.
www.tagmydeals.com has not collected this information (2) (as we have seen with other recent regulatory
on deals throughout the Relevant Period. lobbying) the more industry wide data that can be
gathered in relation to a particular topic, the easier it is to
www.tagmydeals.com is now requesting that have a constructive discussion with regulators and other
respondents provide this information, market participants about that topic.
Transition Subset by ECA region
Asian ECAs have the biggest exposure to Transition Asian ECAs
Subset deals, representing 48% of the total volume of 37%
such deals. This is closely followed by European ECAs,
whose share of the total volume of deals in the Transition European ECAs
Subset is 43%. 2%
9% North American ECAs
Asian ECAs 52%
48% Rest of ECAs
Figure 5: US dollar and pound sterling deals maturing after
European ECAs 31 December 2021 by no. of deals (percentage)
1%
8%
North American ECAs
Clearly LIBOR transition affects ECAs across the globe,
43% not just in the markets of the relevant currencies (i.e. the
Rest of ECAs
Figure 4: US dollar and pound sterling deals maturing after
United Kingdom and the United States). Whilst Asian
31 December 2021 by volume USD million (percentage)
ECAs are starting to engage with the issue, Asian markets
appear to be somewhat less aware of, and consequently
However, deal volumes are somewhat irrelevant when it somewhat less prepared for, LIBOR transition than
comes to the LIBOR transition exercise. Negotiations European and North American markets. This is of
between a bank, a borrower and an ECA can be more concern, given the above figures. European ECAs will also
complicated and time consuming on a relatively small need coherent strategies for how to approach the issue.
deal compared to a large deal (or vice versa).
10
Note that there were slightly more GBP and USD denominated facilities originated in the Relevant Period than GBP and USD denominated deals, as some
facilities include both GBP and USD facilities.
7LIBOR transition The export finance perspective
Transition Subset by ECA
Of the Transition Subset, NEXI and JBIC are covering 96 EKN is covering 24, Finnvera is covering 20 and Atradius
deals in aggregate, KEXIM and K-Sure are covering 112 is covering 16.
deals in aggregate and China Exim and Sinosure are
11
covering 72 deals in aggregate . What is clear from this data is that both European ECAs
and Asian ECAs will be affected by LIBOR transition on a
On the European side, by way of illustration, UKEF is large scale.
covering 51 Transition Subset deals, Euler Hermes is
covering 46, SACE is covering 43, CESCE is covering 33,
66
57
53
51
46
46
43
43
36
33
31
24
20
16
16
NEXI
KEXIM
EKN
EULER HERMES
ATRADIUS
KSURE
SINOSURE
UK EXPORT FINANCE
SACE
CESCE
JBIC
FINNVERA PLC
EKF
MIGA
US EXIM BANK
Figure 6: US dollar and pound sterling deals maturing after 31 December 2021 by no. of deals
Euro denominated transactions (maturing after 31 December 2021)
As one would expect, euro transactions originated in the As EURIBOR will likely continue to be published,
Relevant Period and maturing after 31 December 2021 European ECAs may have to transition less of their legacy
are mostly covered by European ECAs. loans than non-European ECAs.
92% 4% 3%
European ECAs Asian ECAs North American ECAs Rest of ECAs
Figure 7: Euro deals maturing after 31 December 2021 by no. of deals percentage
11
It is likely that the China Exim and Sinosure figure is higher than referenced here, as less data is generally available for such facilities compared with other ECAs.
8LIBOR transition The export finance perspective
47
43
27
17
13
14
11
10
8
7
6
6
6
6
5
EULER HERMES
ATRADIUS
SACE
BPIFRANCE
CESCE
UK EXPORT FINANCE
COFACE
KSURE
FINNACE PLC
JBIC
EGAP
OEKB
EKF
SERV
MIGA
Figure 8: Euro deals maturing after 31 December 2021 by no. of deals per ECA (syndicated only)
Transition Subset by borrower type
Private companies are the borrower on 45% of the approvals before agreeing to enter into amendment
Transition Subset (by number of deals) and listed documentation, which could be a time-consuming
companies represent 15%. It is important to process or even not possible at all
acknowledge that many borrowers of ECA covered loans
are sizeable, sophisticated organisations which will In terms of finding a suitable replacement rate for such
understand the issues and be capable of considering the deals, it is often a requirement for public / sovereign
available options and negotiating and agreeing on borrowers (under their local law) to commence a
appropriate fallbacks with their lenders and ECAs. payment procedure at least 4 weeks before a payment
Indeed, we have seen that happening already in many falls due. It is hard to see how backward looking RFRs can
cases. be used in deals with such borrowers, unless the lag
period is so long as to make the amount of interest
However, it is also important to recognise that it will be payable rather disconnected from the benchmark by the
more challenging to explain the issues and agree on time interest needs to be paid. Even if that were
appropriate fallbacks with other borrowers of ECA acceptable, in some jurisdictions there are doubts as to
covered loans. For example, sovereigns and/or state- whether compounding interest in arrears would be
owned companies are cumulatively the borrower on 20% legally valid.
of the Transition Subset (by number of deals), meaning
that over 120 deals involving sovereigns or state-owned
companies are likely to need to be amended.
This could be particularly challenging, as sovereign or
state owned borrowers or guarantors may require local
budgetary, central bank approvals and/or parliamentary
9LIBOR transition The export finance perspective
45%
Private company
Listed company Government owned company
15% 4%
3% SPV Financial institution
8%
13% Government Other
12%
Figure 9: US dollar and pound sterling deals maturing after 31 December 2021 by no. of deals percentage (type of borrower)
Emerging market borrowers comprise a significant market borrowers to prioritise the LIBOR transition
proportion of the Transition Subset. Considering recent process over and above all other current day-to-day
market turmoil (including oil price volatility), it may be considerations.
challenging to communicate the need for emerging
17% 25% Asia Africa
Latin America North America
16% 1%
2%
Middle East Russia CIS
11%
15%
13% Europe Australasia
Figure 10: US dollar and GBR deals maturing after 31 December 2021 by no. of deals percentage (region of borrower)
10LIBOR transition The export finance perspective
Average tenor
The average tenor of all deals originated over the It may be possible to use fallbacks other than one of the
Relevant Period in the Total Data Set is just over 12 years. relatively new risk-free rates in such circumstances, such
as the last LIBOR rate published or a central bank rate.
If this average tenor of deals originated prior to the start Parties' appetite for this may depend on what such rates
of the Relevant Period (i.e. prior to 1 January 2015) was are as we approach the end of 2021.
the same, it would mean that many deals going as far
back as 2010 (or even earlier) would need to be This would not totally remove the need to agree and
transitioned, which are not included in the data used for document a fallback to LIBOR, and banks and ECAs
this report. would still need to decide what the cut-off date should
be for deals to which this temporary measure could
A separate but related point is whether market apply to. However, it may simplify the process somewhat,
participants will decide to amend deals which are rather than having to explain, negotiate and document
scheduled to mature shortly after LIBOR is no longer the use of a new replacement rate which all parties will
published (for example, deals with final repayment dates likely be less familiar with.
in 2022). This is especially pertinent for deals where
agreeing and documenting a risk-free rate as a
replacement for LIBOR would be challenging (for
example, where sovereign borrowers are involved).
Common sense suggests that going to great lengths to
negotiate and paper amendments for a brief period
before a loan is repaid does not seem sensible.
Transition Subset – single ECA vs multi-ECA deals
In terms of total volume, 60% of Transition Subset deals
were covered by a single ECA and 40% were covered by Multi-ECA
multiple ECAs.
78% 22%
Single ECA
Multi-ECA
Single ECA
60% 40%
Figure 12: US dollar and pound sterling deals maturing after 31 December 2021
y no. of deals (single ECA vs multi-ECA)
The differences highlighted in Figures 11 and 12 above
Figure 11: US dollar and GBR deals maturing after 31 December 2021 make sense. Typically, the bigger the size of the deal, the
by volume (single ECA vs multi-ECA) more likely it is that multiple ECAs will be involved. This is
particularly the case with some of the major project
However, when you look at the number of deals (rather financings that we have seen in recent years. It does,
than deal volume), a very different picture is revealed. however, offer a glimmer of hope for the upcoming
78% of the Transition Subset deals were covered by a amendments and consents process, because it should
single ECA and 22% were covered by multiple ECAs. theoretically be easier to get the consent of a single ECA
11LIBOR transition The export finance perspective
to a replacement benchmark rate than on multi-ECA different approach in terms of the replacement for USD
deals where the different banks and ECAs involved may denominated LIBOR linked loans on the same deal. We
have divergent preferences. would expect this to be resisted by borrowers and
sponsors as administratively burdensome, as well as by
In terms of multi-ECA deals, it's unlikely that a 'lowest facility / ECA agents who will want to avoid having to
common denominator' approach (sometimes seen for administer multiple facilities on the same deal with subtly
ESG or sanctions provisions) would work for determining different pricing mechanisms.
a replacement benchmark. Unless all interested parties
can agree on the same replacement rate to be used, it However, unless ECAs come together and announce a
may be necessary for different facilities to be priced in combined approach to the various questions relating to
different ways. Indeed, this will happen to an extent, even LIBOR transition, and this proposed approach is
if all parties on a multi-source deal are all aligned in the acceptable to the wider export finance community, such
approach, given the subtle differences in the RFRs for complications are a distinct possibility.
various currencies.
But the transition process could get especially
complicated if, for example, two ECAs want to use a
Transition Subset – bilateral vs syndicated deals
For similar reasons to the single ECA vs multi ECA However, they comprise 35% of the overall number of
discussion above, if you need multiple lenders rather deals in the Transition Subset. As stated throughout this
than a single lender to agree to a change from LIBOR to report, when it comes to the LIBOR transition process,
something else, the process is likely to be more difficult the number of deals is likely to be more relevant than deal
and time consuming. size, the volume of deals, and therefore it's the 35%
statistic that we should pay attention to.
By total deal volume, bilateral deals comprise only 10% of
Transition Subset deals.
Bilateral Bilateral
90% 10%
Syndicated 65% 35% Syndicated
Figure 13: US dollar and pound sterling deals maturing after 31 December 2021 Figure 14: US dollar and pound sterling deals maturing after 31 December 2021
by volume (Bilateral vs Syndicated deals) by no. of deals percentage (Bilateral vs Syndicated deals)
12LIBOR transition The export finance perspective
Conclusion
This report shows just some of the challenges the export (a)The market continues to argue that backward looking
finance community face in terms of LIBOR transition. In RFRs are not suitable for use for large parts of the export
addition, the data collated by TXF Data could be used to finance market; and
support the argument that regulators should consider
extending the LIBOR transition period beyond 31 (b)Forward looking RFRs are not available by the end of
December 2021. 2021.
Notwithstanding what this report shows, regulators in Of course, export finance deals tend to have long tenors,
the US and the UK have not given any indication that so borrowers and lenders are right to be wary of
they are willing to consider any extension; in fact, they accepting interest rate fallbacks which may appear
have reiterated that market participants should not sensible now but may not seem so sensible 10 years
expect them to do so. down the line. Finally, even if forward looking RFRs do
become available, there may well be some borrowers of
Though this may be the right approach for general ECA covered loans who would prefer to use a
corporate lending markets, it's possible that regulators compounding in arrears methodology, even if the asset
may reconsider for export finance, project finance and class they are using permits forward looking term rates.
emerging market loans, particularly given that CFOs and
Ministers of Finance must prioritise survival and So, a degree of optionality (for the borrower to choose
servicing their existing debt without what may appear to between a compounding in arrears rate and a term
be an academic debate about whether interest on their forward looking rate) may be something that develops in
loans should be priced by reference to LIBOR, SOFR, the ECA market.
SONIA or something else.
If this report reveals one thing, it is that banks, borrowers
In addition, governments will be doing everything they and ECAs need to prioritise the LIBOR transition issue as
can to keep the wheels of the economy turning, soon as possible, including by conducting due diligence
including via export finance. Export credit agencies will on their legacy loans and creating playbooks as to how
be focusing on whether their products are still fit for they will engage with all other relevant parties in order to
purpose or whether they need new ones (which we have address this issue collectively between now and the end
already seen). of 2021. Whilst it seems unlikely that, in years to come,
2020 will be remembered as the key year for LIBOR
Another possibility is that ECAs insist that instead of transition, the topic cannot be ignored.
using SONIA or SOFR as the replacement rate, banks
should use their central bank rates, especially as these
are so low at the moment. Central bank rates (and RFRs
such as SONIA and SOFR) are typically lower than LIBOR
equivalents, as they do not include any credit spread
adjustment. Indeed, we have seen a recent divergence
between RFRs and LIBOR. As such, this does not seem
very appealing to banks.
Regardless, the political and regulatory winds are quickly
changing, and central bank rates may be something that
banks are asked to consider, especially if:
13LIBOR transition The export finance perspective
About this report
Lead Authors: Ashley McDermott, David Fraher and Dominik Kloibert
Ash McDermott is a partner in Mayer Brown's London Dominik Kloibert is Co-founder and Commercial
office and was listed as a 'Leading Individual' by Legal Director of TXF and like his fellow directors has had a
500 2020. In his 13 year career he has worked in Hong fundamental role in ensuring its success to date.
Kong, Moscow and Tokyo as well as London.
Dom is responsible for all commercial activities and
Ash has played a leading role in transactions involving relationships across TXF, as well as being Director for our
more than 20 export credit agencies and multilaterals, online deal data platform, www.tagmydeals.com
involving more than 30 countries and spanning multiple
sectors and asset classes.
He has particular experience in cross-border loan
transactions involving emerging markets and sits on the
Loan Market Association's Developing Markets and
Export Finance working groups.
David Fraher is a senior associate in Mayer Brown's
London office.
David focuses on project and export finance. He has
particular experience in relation to infrastructure and
renewables financings.
About TXF Intelligence
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