Amends TCA Title 47.

This bill enacts provisions governing LIBOR discontinuance and replacement. "LIBOR" is defined, for purposes of the application of this bill to a particular contract, security, or instrument, United States dollar LIBOR, formerly known as the London Interbank Offered Rate, as administered by ICE Benchmark Administration Limited, or a predecessor or successor thereof, and a tenor thereof, as applicable, that is used in making a calculation or determination thereunder. Under this bill, on the LIBOR replacement date, the recommended benchmark replacement, by operation of law, is the benchmark replacement for a contract, security, or instrument that uses LIBOR as a benchmark and: (1) Contains no fallback provisions; or (2) Contains fallback provisions that result in a benchmark replacement, other than a recommended benchmark replacement, that is based in any way on a LIBOR value. "LIBOR replacement date" means, in the case of one-week and two-month tenors of LIBOR, the effective date of this bill; and in the case of all other tenors of LIBOR, the first London banking day after June 30, 2023, unless the relevant recommending body determines that the other LIBOR tenors will cease to be published or cease to be representative on a different date. Following the effective date of this bill, fallback provisions in a contract, security, or instrument that provide for a benchmark replacement based on or otherwise involving a poll, survey, or inquiries for quotes or information concerning interbank lending rates or an interest rate or dividend rate based on LIBOR must be disregarded as if not included in the contract, security, or instrument and are void. This bill provides that a determining person has the authority under this bill, but is not required, to select the recommended benchmark replacement as the benchmark replacement. The selection of the recommended benchmark replacement: (A) Is irrevocable; (B) Must be made by the earlier of either the LIBOR replacement date, or the latest date for selecting a benchmark replacement according to the contract, security, or instrument; and (C) Must be used in determinations of the benchmark under or with respect to the contract, security, or instrument occurring on and after the LIBOR replacement date. The provisions described immediately above will apply to a contract, security, or instrument that uses LIBOR as a benchmark and contains fallback provisions that permit or require the election of a benchmark replacement that is based in any way on a LIBOR value; or is the substantive equivalent of a commercially reasonable replacement for and a commercially substantial equivalent to LIBOR; a reasonable, comparable, or analogous term for LIBOR under or in respect of the contract, security, or instrument; or a replacement that is based on a methodology or information that is similar or comparable to LIBOR. This bill provides that it will not alter or impair the following: (1) A written agreement by all requisite parties that, retrospectively or prospectively, provides, without necessarily referring specifically to this bill, that a contract, security, or instrument is not subject to this bill; (2) A contract, security, or instrument that contains fallback provisions that would result in a benchmark replacement that is not based on LIBOR, including, but not limited to, the prime rate or the federal funds rate, except that the contract, security, or instrument is subject to the fallback provisions discussed above; (3) A contract, security, or instrument subject to (A)-(C) as to which a determining person does not elect to use a recommended benchmark replacement or as to which a determining person elects to use a recommended benchmark replacement prior to the effective date of this act, except that the contract, security, or instrument is subject to the fallback provisions described above; and (4) The application to a recommended benchmark replacement of a cap, floor, modifier, or spread adjustment to which LIBOR had been subject pursuant to the terms of a contract, security, or instrument. This bill bills sets out in detail other provisions regarding: (1) Construction and effect of selection or use of a recommended benchmark replacement; (2) Liability. This bill provides that a person does not have liability for damages to another person, and is not subject to a claim or request for equitable relief, arising out of or related to the selection or use of a recommended benchmark replacement or the determination, implementation, or performance of benchmark replacement conforming changes, in each case, by operation of this bill, and the selection or use of the recommended benchmark replacement or the determination, implementation, or performance of benchmark replacement conforming changes will not give rise to a claim or cause of action by a person in law or in equity. (3) Presumptions. This bill provides that it does not create a negative inference or negative presumption regarding the validity or enforceability of: (A) A benchmark replacement that is not a recommended replacement benchmark; (B) A spread adjustment, or method for calculating or determining a spread adjustment, that is not a recommended spread adjustment; or (C) A change, alteration, or modification to or in respect of a contract, security, or instrument that is not a benchmark replacement conforming change.