ECM Pitchbook Anatomy — From Equity Story to Fee Proposal
Every ECM deal starts with a pitchbook. 10-section structure, equity story logic, peer selection criteria, Football Field construction, fee proposal format. The reality of the 48 hours before a banker walks into the CFO's conference room.
Quick Stats
Four Numbers to Understand the Pitchbook
In the bake-off — the competitive pitch to win an ECM mandate — banks submit a pitchbook. A pitchbook is not a mere presentation. It is a formal proposal where a bank proves why it should win the mandate: through valuation, investor network, and fee structure.
The average 40–80-page pitchbook is built in 24–72 hours. Analysts and Associates work through the night; the MD presents it to the issuer's CFO. The CFO typically compares pitchbooks from 3–5 banks simultaneously.
40–80p
Avg. pitchbook length
3–5
Banks in a bake-off
#1
CFO priority: Equity Story conviction
24–72h
Pitchbook production time
What Is a Pitchbook
The Architect's Design Proposal
A pitchbook serves three purposes. First, it shows how the bank understands the issuer's Equity Story. Second, it presents the valuation rationale supporting that story. Third, it proves the bank has the capability to execute — investor network, experience, team.
The primary readers are the CFO and IR team, but CEOs, chairpersons, and board members often influence the final decision. The pitchbook must therefore persuade both financial experts and non-specialists simultaneously.
10 Sections Dissected
Full Pitchbook Dissection — Section Roles and Writing Points
A standard ECM pitchbook has 10 sections. Each serves a distinct role while connecting logically to the others. The CFO may not read every section, but the banker must design each one to support a consistent overall story.
Deal codename, confidentiality notice, issuer logo. The single page that delivers a first impression.
Deal highlights, 3–5 investment points. The CFO may read only this. It compresses the 'conclusions' of every other section.
The most critical section. Answers: 'Why now, why at this price?' Weaves TAM, competitive moat, and growth drivers into a coherent narrative.
Peer selection rationale and EV/EBITDA · P/E multiple ranges. Provides the analytical basis for issuer positioning.
Horizontal bar visualization of valuation ranges from 5 methodologies: DCF, Comps, Precedent Transactions, 52-week range, Sum-of-parts.
Recent IPO/follow-on market conditions, sector supply-demand, macro factors. Provides the timing rationale.
Tranche composition, over-allotment (greenshoe), lock-up structure proposal. Includes Primary vs Secondary split.
Expected demand by institution, geographic allocation plan (Asia/Europe/US). The section where the bank's network and placement power shows most clearly.
Day-by-day plan from board resolution → prospectus filing → bookbuild → roadshow → pricing.
IB fee structure (typically 3–7% of proceeds). Includes base fee + incentive fee structure and co-manager fee split.
3 Principles for Writing a Compelling Equity Story
① Start with numbers: "TAM $500B, current market share 2% → 10% in 5 years." Ground arguments in verifiable data, not abstract claims.
② Limit differentiation to 1–2 points: Focus on what only this company has. Investors remember nothing if you list three or more differentiators.
③ Acknowledge risk first: Preemptively identify and rebut the #1 risk investors will raise. Equity Stories that hide risk lose trust faster than any market condition.
Peer Selection
The Art of Peer Selection — Where You Set the Benchmark
Comparable Companies (Comps) analysis reverse-engineers a company's value from the market prices of similar peers. Because peer selection itself determines valuation, which peers you choose defines the range shown in the Football Field.
Banks try to include high-growth, high-multiple peers that flatter the issuer. Investors counter by proposing lower-multiple peers. Issuers using an independent financial advisor (FA) can guard against underwriter bias.
Industry Classification
Build a candidate pool using GICS or NAICS sector codes
Size Filter
Narrow to companies within 0.5×–2× market cap range
Growth Similarity
Filter to companies within ±10%p Revenue CAGR
Geographic Scope
Decide domestic vs global peer composition ratio
Final Selection
Finalize 8–15 companies. Document selection rationale
EV/EBITDA Peer Multiple Comparison (illustrative)
Light blue: peers / Dark blue: Issuer / Dashed: peer median
Strategies Banks Use in Peer Selection — and How CFOs Push Back
① Only high-growth peers: Selecting companies with faster growth to inflate multiples. → CFO pushback: demand a growth-similarity filter.
② Excluding recent IPOs: Dropping newly listed peers whose post-IPO discount would pull multiples down. → CFO pushback: require inclusion of same-vintage IPO peers.
③ Domestic-only peers: Applying premium domestic multiples to avoid lower global comparable benchmarks. → CFO pushback: request parallel global peer analysis.
Fee Structure
IB Fees — How Much Does Each Deal Type Cost
Fee proposal is the last section of the pitchbook but the third most important factor in the CFO's decision. IB fees are typically a percentage of gross proceeds, negotiated based on deal type, size, market conditions, and underwriter composition.
In a co-underwriter structure, the Global Coordinator (GC) takes the largest share of fees; domestic and co-underwriters split the remainder. Incentive fees are additional payments triggered by specific milestones (e.g., bookbuild coverage ratio, post-listing stock performance).
IB Fee Range by Deal Type (% of proceeds)
Fees are negotiated based on deal size, market conditions, and number of underwriters.
Korea's largest-ever IPO (₩12.75 trillion) — LG Energy Solution — used a co-underwriter structure: KB Securities and Daishin Securities (domestic lead managers) alongside Citigroup and Morgan Stanley (Global Coordinators). The structure leveraged global banks for institutional allocation while keeping domestic securities firms as lead managers for Korean retail demand. Fees were negotiated below standard rates given the deal's scale.
Key Fee Negotiation Points
Beauty Contest
What Decides the Winner — What CFOs Actually Look For
A bake-off is the competitive pitch process through which the issuer selects its underwriter. The CFO receives pitchbooks from 3–5 banks simultaneously and typically makes a decision within 1–2 weeks. With limited time and information, what factors drive the CFO's choice?
According to real CFO survey data, Equity Story conviction is the overwhelming #1 factor. The question 'Does this bank truly understand our company?' matters more than fees or existing relationships.
CFO Decision Criteria (Survey-based)
* CFO survey-based weighting (multiple selection allowed). Source: composite of global IB internal surveys.
3 Patterns of a Losing Pitchbook
Generic Equity Story
A one-size-fits-all narrative. 'Global market expansion, tech innovation, strong team' convinces nobody. Equity Story must articulate reasons specific and unique to this company.
Multiples without peer rationale
Citing an EV/EBITDA multiple without explaining peer selection rationale earns trust from neither investors nor the CFO.
Competing only on fees
Fee competitiveness ranks 3rd in CFO decision criteria. Leading with price while skipping the 1st-ranked Equity Story and 2nd-ranked investor network is a losing pitch from the start.
"The best pitchbook perfectly articulates something the issuer already half-knows. The CFO decides the moment they feel: 'this bank really gets us.'"
— ECM MD, Global IB Seoul Office, 2024
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