ECM Memo (Equity Capital Markets)

What is an Equity Capital Markets ECM Deals Committee Memo?

An Equity Capital Markets (ECM) Memo is generated internally at an investment bank to approve a potential transaction (IPO, follow-on offering, etc.).  The ECM Memo is prepared by the investment banking team and sent to the ECM team.

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Equity Capital Markets – ECM Memo Example

Date: [insert date of memo]

To: [insert names of members of ECM Deals Committee]

From: [insert names of members of Investment Banking Team]

Cc: [insert appropriate names]

Re: ECM Deals Committee Meeting – [insert name of issuer/details of offering] Meeting [insert date, time and location of meeting and conference call details] Details:

Situational Overview:

• Why are we meeting?
• What proposed resolutions do we want achieve?

Proposed Issue:

• Is this a Prospectus Offering or a Private Placement?
• Is this an IPO or a follow-on offering?
• Is it a treasury offering or a secondary offering?
• Size of issue and type of security (Long Form/Short Form eligible)
• Geographic distribution objectives
• Retail and Institutional distribution objectives
• Syndicate structuring objectives

Use of Proceeds:

• Rationale for the issue and how proceeds will be used.

Relationship:

• Issuer’s history with our bank/other dealers

Business of the Company:

• Brief description of issuer’s business

Recent Developments:

• Brief summary of any recent material developments affecting the issuer and its industry

Major Owners:

• [owner] holds[•]%
• Institutional holdings list from Bloomberg

Pro Forma Dilution:

• [number of shares in issue divided by the total outstanding after issue]

Trading:

• Listed on [ exchanges]
• LTM volume of [number] of shares
• Liquidity measure [LTM trading volume divided by number of shares in issue]
• Recent blocks: [major blocks in recent months]
• [date] [number] @ [price] [dealer]

Relationships with our bank:

• Trading summary for 3 months and 1 year
• Is our bank a lender to the issuer? Is the credit agreement in good standing?
• Is our bank a shareholder of the issue? What was the price and timing of the last investment?

Research Coverage Research Comments:

• Firms providing Research coverage
• Our bank’s research recommendation and target price
• Our bank’s earnings estimates
• Other analysts’ recommendations and target prices
• IBES earnings estimates

Historical Financial Information:

• Five-year financial highlights (if not included in other attached documents)

Leverage:

• Amount of long-term debt

Dividends:

• Dividend amount
• Frequency of payments (annual/semi-annual/quarterly)
• Next ex-dividend date
• Any recent changes in dividends or expected changes

Valuation:

• Primary and secondary valuation criteria
• Pricing relative to comparables
• Issuer’s market cap and enterprise value

Share Price:

• Recent share price: [price] [52-week high] [52-week low]
• One-year daily and five-year weekly share price graph from Bloomberg

Most Recent Issue:

• Date
• Type of security
• Price
• The number of securities issued
• Size
• Commission
• Underwriters
• Discussion of actual market receptivity/success of offering

Risks and Risk Factors:

• Industry
• Operational
• Financial
• Environmental/Litigation
• Technology
• Market Receptivity/depth
• Valuation benchmarks/comparables

Knowing how to build an ECM Memo is an important investment banking skill set.

Additional Resources

Thanks for reading about CFI’s Equity Capital Markets ECM memo template.  To learn more, check out the following resources:

• What Investment Bankers Do
• Financial Modeling Guide
• Valuation Methods
• See all valuation resources
• See all capital markets resources