Recently, Han Kun Law Offices LLP ("Han Kun Hong Kong") successfully assisted a top-tier securities firm in establishing an offshore medium-term note programme (the "MTN Programme") by acting as the English law and Hong Kong law counsel to the arranger and trustee. MTN programmes are a widely utilised financing instrument in international capital markets, enabling issuers to conduct multiple drawdown offerings under a unified framework. Benefiting from eliminating repetitive approval processes for individual issuances, this arrangement contributes to the standardised and efficient financing operations of issuers.
The MTN Programme is governed by English law and supports multi-currency and multi-tranche bond issuances. Notably, it is one of the first MTN programmes in the Asian market to incorporate dual benchmark rate provisions at the programme level for both SOFR (Secured Overnight Financing Rate) and SONIA (Sterling Overnight Index Average). This design provides the issuer with a standardised and sustainable financing pathway for accessing international capital markets and enhancing connectivity with international investors.
As international legal counsel to the arranger and trustee on this deal, Han Kun Hong Kong delivered end-to-end professional support, including:
Structural Design: Establishing the MTN Programme framework under English law and international market practices.
Documentation Drafting: Preparing a full suite of legal documents, including the offering circular, dealer agreement, trust deed, and agency agreement, etc.
Term Innovation: Incorporating cutting-edge rate mechanisms such as SOFR and SONIA into the programme-level documentation.
Through this engagement, Han Kun Hong Kong assisted the client in establishing an offshore financing structure capable of multi-currency and multi-tranche issuances, which satisfies the issuer's financing needs in the evolving market and will provide robust support for the client's future international capital market activities.
