Transitioning from LIBOR has been a huge project in the finance industry. I would say most banks' in-house legal departments have been living and breathing this

Transitioning from LIBOR has been a huge project in the finance industry. I would say most banks' in-house legal departments have been living and breathing this stuff for the last two years. Most contracts drafted after the scandals broke (when it became clear that LIBOR's days were numbered) were drafted with fallback language language built in, so that upon the cessation of LIBOR the contract would automatically switch to a successor rate. But there were a lot of longer-dated contracts that required manual intervention. For derivatives, it wasn't so bad because ISDA (the industry association for derivatives users) published an IBOR fallback protocol which counterparties could adhere to. All contracts between two adherents to that protocol were deemed amended so as to include market-standard fallback language. There was no such neat solution for bonds and loans, so banks had to look at them pretty much one-by-one. The economic and legal terms of the amendments required to replace LIBOR were mostly standardised across the market, so they typically didn't involve any tough negotiation - the issue was more the operational burden of amending many thousands of contracts. In a simple bilateral loan the process is straightforward: bank reaches out to borrower, borrower and bank sign amendment agreement, done. But bonds which are widely held through clearing systems posed a much bigger problem, because material amendments typically need the consent of at least half (or sometimes two thirds or three quarters) of bondholders. A single bond issuance can be held by thousands of (ultimate) investors, and ownership can be heavily intermediated: an investor might hold her bonds in an account with her broker, that broker might hold the bonds in an account with a custodian, that custodian holds them in an account with a securities depositary, etc. The issuer does not know who the ultimate holders are; it can only send out a consent solicitation through the clearing systems. Even if that solicitation manages to work its way through the ownership chain to the end investors, most of them will probably just ignore it. So a lot of consent solicitations fail even for routine, unobjectionable amendments. When this happens (or is likely to happen), issuers need to look at other ways to push the amendments through, like asking the security agent (who basically represents the bondholders as a class) to consent to the amendment without first receiving the consent of the underlying bondholders. Most deal documents allow security agents to do this where the proposed amendments are not materially prejudicial to bondholders, but security agents are very reluctant to make that determination.