Equity capital markets
Capital MarketsThe desk that prices and places new shares with investors, covering listings, further issues, shareholder offers and convertibles.
Also written: ECM
Equity capital markets sits between a company that wants equity and the investors who might buy it. The mandate might be a first listing, a further issue by a company already listed, an offer made to existing shareholders, or a convertible instrument that starts as debt and may become equity.
The work is distribution and price discovery rather than negotiation. The desk markets the story, gathers indications of demand into a book, and recommends a price at which the shares will both sell today and trade sensibly afterwards. That means facing two counterparties with opposite interests: the issuer wants the highest achievable price, and investors want a discount plus room for the shares to rise.
The desk has to face both again next year, which is the discipline that keeps it honest. Pricing an issue at the very top clears the book once and damages the investor relationships the bank needs for the next deal. Pricing too generously leaves value with investors that the issuer will notice.
It is paid out of the proceeds of the issue rather than on the completion of a negotiation, so the calendar is set by market windows: results seasons, volatility and the flow of competing issues. Advisory only firms generally have no such desk, because placing shares requires a distribution network and, where a deal is underwritten, capital at risk.
Worked example
Illustrative: an issue is marketed at €18.00 to €20.00 a share. The book is comfortably covered at €18.50 and thin above €19.25.
Pricing at €19.25 raises more today and risks a weak first week of trading. Pricing at €18.50 raises less and leaves the shares somewhere to go.
The bank has to face the issuer and those same investors again on the next deal, which is exactly why the recommendation is rarely the highest clearing price.