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Medium-term notes (MTNs)
are a form of corporate debt
financing. They originated in the 1970s when auto finance companies, and
especially General Motors Acceptance Corporation (GMAC), started issuing
debt securities with maturities
falling between those of
commercial paper and
corporate bonds. The goal was to achieve better
asset-liability
management (ALM) for their auto loan books. Because the new debt had
maturities greater than 270 days, it required registration with the
Securities
and Exchange Commission (SEC), just like corporate bonds. However,
such registrations are expensive and time consuming. Because the auto
finance companies wanted to make frequent small issuances to satisfy their
evolving ALM needs, they needed a streamlined issuance process.
In 1982, the SEC adopted Rule 415,
which launched today's medium-term note market. This allows issuers to
continually offer medium-term notes to investors in a manner similar to
that of a commercial paper program. Unlike a commercial paper program, the
medium-term notes must be registered, but registration is required only
once every two years. During those two years, the issuer is free to modify
the medium-term notes' nominal yield
or term, as the issuer's needs
or market demand require. The process is called
shelf-registration, and it makes
medium-term notes resemble commercial paper. Differences are that
medium-term notes have longer terms, are registered with the SEC, and are
usually coupon-bearing
instruments, as opposed to
discount instruments.
An issuer will generally engage two or more dealers to
offer the medium-term notes on a best efforts basis. Through those
dealers, the issuer advertises a rate schedule indicating nominal yields
available for various terms our to perhaps ten years. The issuer changes
its rates depending on market conditions and its immediate need for funds.
At times, it may temporarily suspend issuing notes. If an investor is
interested in purchasing notes at the offered rates, it contacts one of
the dealers, who arranges the transaction. Should an investor want to buy
notes for a term or nominal yield not offered, it may place a request
through one of the dealers. If the issuer finds the request appealing, it
may accept the proposed terms. This process is called a
reverse inquiry, and it accounts for a
considerable fraction of medium-term note issuances.
Because medium-term notes entail
credit risk, they are
rated just like corporate bonds.
The vast majority of issues are rated BBB– or better.
There is a secondary market for medium-term notes
supported by issuing dealers. If a dealer buys notes held by an investor,
it may try to resell the notes or hold them in its own inventory.
Traditionally, medium-term notes were issued as senior
unsecured debt securities paying
a fixed coupon for terms of between 270 days and ten years. Today,
medium-term notes are structured in many ways. Even the name "medium-term
note" has become a bit of a misnomer. The market is not defined by the
instruments' terms so much as it is by shelf registration.
Shelf-registered securities have been issued with terms of as much as 30
years, and they are called medium-term notes. There are
floating-rate medium-term notes.
Some structures have coupons linked to equity or commodity indexes.
Securitizations are also
issued as medium-term notes. One appeal of the market is the flexibility
it affords.
During the 1990s, debt instruments structured much like
medium-term notes appeared as an extension of the
Eurobond market. These
Euro medium-term notes share most
of the characteristics of medium-term notes. They exhibit a similar
diversity in structures. Securitizations are particularly popular.
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bond Securitized debt.
certificate of deposit A money market instrument issued by a depository institution as
evidence of a time deposit.
commercial paper
Short-term promissory notes issued primarily by corporations.
corporate bond
A bond issued by a corporation.
credit risk Risk due to
uncertainty in a counterparty's ability to meet its obligations.
fixed income term structures Overview article.
floater
A fixed income instrument whose coupon fluctuates with some designated reference
rate.
interest rate risk
Risk due to uncertain future interest rates.
interest rate
spreads Discusses credit spreads, liquidity spreads,
optionality spreads, etc. in the fixed income markets.
international
bond Any bond issued or invested in across national boarders.
junk
bond A bond whose credit rating is below BBB-.
par value A stated
value for a security.
securitization
The process of pooling assets and selling interests in the pool to
investors.
security A
financial instrument such as a stock or bond.
syndicated loan
A loan made collectively by a group of lenders to a single borrower.
Treasury
note or bond A coupon-bearing Treasury security with an
initial maturity greater than a year.
yield
Any of several metrics of the income or return to be earned from an investment. |
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Fabozzi (2005)
has detailed information on medium-term notes.
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