UK: Reference Banks: A Dying Breed?

Last Updated: 31 July 2014
Article by Catherine Astruc

The Wheatley Report on LIBOR, published nearly two years ago, noted the potential problems of relying on reference bank rates as a fall-back cost of funds benchmark "in the event of longer-term disruption to the publication of LIBOR". It recommended that industry bodies and market participants find alternative contingency benchmarks. While no alternatives have yet become widespread in the syndicated loan market, including the usual reference bank mechanics in loan agreements is becoming increasingly problematic, as fewer banks are willing to perform the reference bank role.  Catherine Astruc explains why, and suggests some ways of addressing these difficulties.

Why are some banks refusing to be reference banks?

Since July 2013, LIBOR contributing banks have been subject to a code of conduct. Some contributing banks have expressed concern that by providing quotes as a reference bank they could breach their obligation in that code of conduct to keep rate information confidential.

Under the LIBOR Code of Conduct, contributing banks must not:

"disclose rates which will be submitted in the future or have been submitted to the LIBOR Administrator but not yet published to any external individual or internal individual".

However, there is an exception which allows contributing banks to disclose to those who:

"have a commercially reasonable business need to know, or ... are a customer of the contributing bank entering into a transaction with it priced by reference to the submitted rate, appropriate arrangements for preserving confidentiality being in place".

Under most syndicated facility agreements, reference banks only need to provide rates when there is no "Screen Rate". However, it is still possible that a reference bank could be asked to provide a rate to an agent that it has previously submitted in its role as LIBOR contributing bank. To address this, it is becoming more common for facility agreements to include "Confidential Rate Information" clauses under which all parties agree to keep confidential any cost of funds rates that reference banks provide. (This confidentiality would also usually apply to rates individual lenders provide on a market disruption event.) This should address the concern that a bank may breach the LIBOR code of conduct by performing the role of reference bank.

Even with the protection of these clauses, some banks are still uncomfortable taking on the reference bank role. Increasingly, banks are taking the view that, by providing a rate, they could be exposing themselves to a risk that someone will challenge the accuracy of that rate in the future, and draw the bank into potentially damaging litigation.

What are the options if the syndicate members will not be reference banks?

Choose banks that are not part of the syndicate

The LMA's facility agreements assume the reference banks will come from the syndicate. There are good reasons for this. It has always been less likely that a bank will provide rates on request for a transaction it has no involvement in. This is even more the case in the current market mood. Even before the reference bank role became less popular, non-transaction parties were sometimes chosen as reference banks. For example, this happens in debt capital market transactions, loan agreements where syndication is to happen after signing, and even on some bilateral loans. However, in practice, reference banks have rarely been called on to provide quotes in these circumstances, and so there is limited evidence that this works.

Remove the reference bank rate mechanism entirely

Without a reference bank rate back-up, if it is not possible to use the published LIBOR rates for an interest calculation, there will be a market disruption event. Each lender will get its own cost of funds. This is less attractive for borrowers and agents. However, with screen rate interpolation mechanisms now standard, the absence of a reference bank rate is only likely to make a difference on a complete breakdown in the public quotation of LIBOR. Parties can further reduce this risk by agreeing other ways in which publicly quoted LIBOR can be used as a basis for setting the interest rate; for example using the most recently available rate if there is a short-term discontinuation of LIBOR.

Defer choosing the reference banks until they are needed

The agreement could define the reference banks as "those banks designated as Reference Banks by the Agent from time to time, in consultation with the Borrower". This is arguably less logical than removing the reference bank rate. If a lender does not want to be a reference bank on the date of the agreement, why would it want to be one later? However, borrowers may find this approach more palatable. The borrower might prefer to have a veto on the choice of reference banks (rather than a consultation right). However, if agreement cannot be reached on the identification of the reference banks, there is more likely to be a market disruption event, which a borrower will usually want to avoid. Agents will want to ensure they have no liability for choosing, or failing to choose, a reference bank.

Law stated as at 30 July 2014.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Events from this Firm
28 Sep 2017, Seminar, London, UK

On 26 July the FCA published its long-expected consultation paper on the extension of the SMCR to all FCA-authorised firms. The so-called "core regime" introduces the key concepts of regulator-approved senior managers, firm-approved certification staff and conduct rules applicable to virtually all staff.

3 Oct 2017, Conference, Zurich, Switzerland

As the founding Partner of the Europe-Iran Forum, Dentons Europe will once again support this year’s event. This compelling event which explores all Iran-related topics will take place in Zürich on 3rd and 4th October.

4 Oct 2017, Workshop, London, UK

We are hosting an interactive workshop where we will run a mock High Court trial of an employee competition case – where the members of the audience are the judges. The session, aimed at in-house counsel and HR professionals, will offer an insight as to how disputes involving employees moving to a competitor play out in practice.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.