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ARTICLE · 22 JULY 2020

What's The Deal? Medium-Term Note Programs

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Medium-term note ("MTN") programs enable companies to offer and sell a wide range of debt securities, which may have similar or different terms, on a periodic and/or continuous basis...

United StatesCorporate/Commercial Law
Bradley Berman
Bradley Berman
Gonzalo Go
Gonzalo Go
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Here's the deal:

  • MTN programs are designed to enable frequent debt issuers to access the market quickly, without the burden of negotiating a suite of takedown documents for each debt issuance
  • MTN programs may be either registered with the Securities and Exchange Commission ("SEC") or exempt from registration, such as in Section 3(a)(2) bank note programs, Rule 144A and Regulation S programs.
  • MTN program documents typically include a distribution or program agreement (which provides a framework for continuous offerings, as opposed to an underwriting agreement used in individual offerings), a fiscal agency agreement or indenture, and ancillary documents such as a calculation agency agreement.

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This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.

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