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Securities and Exchange Commission under Rule 415 (i.e., the shelf regis- tration rule) which gives a corporation the maximum flexibility


for issu- ing securities on a continuous basis. MTNs are also issued by non-U.S. corporations, federal agencies, supranational institutions, and sovereign governments. The MTN market is primarily institutional with individual investors being of little import. The label "medium-term note" is a misnomer. Traditionally, the term "note" or "medium-term" was used to refer to debt issues with a matu- rity greater than 1 year but less than 15 years. Certainly this is not     9Ian Makovec, "1999 Year in Review and 2000 Outlook: Up, Up and Away- AUSSIE ABCP Programs are Here to Stay," Moodys Investors Services, 1999.     descriptive of MTNs since they have been issued with maturities from 9 months to 30 years, and even longer. The focus in this section is on short- term MTNs with maturities of one year or less. Borrowers have flexibility in designing MTNs to satisfy their own needs. They can issue fixed- or floating-rate debt. As an illustration, con- sider a floating-rate MTN issued by Bear Stearns on January 18, 2001 and matures on January 18, 2002. Exhibit 5.11 presents the Bloomberg Security Description screen for this security. The coupon formula is the prime rate minus 286 basis points and the security delivers cash flows quarterly. Note in the "ISSUE SIZE" box in the center of the screen, the minimum piece is $100,000 with $1,000 increments thereafter. The coupon payments for MTNs can be denominated in U.S. dollars or in another currency. As an example, GE Capital Corporation issued a 1- year floating-rate MTN in December 2000 whose cash flows are denomi- nated in British pounds. Exhibit 5.12 presents the Bloomberg Security Description screen for this security. The coupon formula is 3-month ster- ling LIBOR flat (i.e., without a spread) with the payments made quarterly. Note on the left-hand side of the screen that the day count convention is Actual/365 which is the day count basis for the UK money market.   A corporation that desires an MTN program will file a shelf registra- tion with the SEC for the offering of securities. While the SEC registration for MTN offerings are between $100 million and $1 billion, once the total is sold, the issuer can file another shelf registration. The registration will include a list of the investment banking firms, usually two to four, that the corporation has arranged to act as agents to distribute the MTNs. The large New York-based investment banking firms dominate the distribution market for MTNs. As an illustration, Exhibit 5.13 pre- sents a Bloomberg Money Market Program Description screen for Amgen Inc. MTN program. There are three things to note. First, across the bot- tom of the screen, it indicates this a $400 million program. Second, as listed on the left-hand side of the screen, the MTNs issued under this pro-