skills/capital-markets-issuance/references/workflow.md

# Capital markets issuance workflow

Use this reference for full issuance recommendations, board memos, client discussion materials, and strategic financing alternatives.

## Table Of Contents

- [1. Frame the mandate](#1-frame-the-mandate)
- [2. Build the issuer snapshot](#2-build-the-issuer-snapshot)
- [3. Define use of proceeds](#3-define-use-of-proceeds)
- [4. Build pro forma impact](#4-build-pro-forma-impact)
- [5. Evaluate financing alternatives](#5-evaluate-financing-alternatives)
- [6. Assess market window](#6-assess-market-window)
- [7. Build comparable transactions](#7-build-comparable-transactions)
- [8. Target investors](#8-target-investors)
- [9. Recommend structure](#9-recommend-structure)
- [10. Build execution plan](#10-build-execution-plan)
- [11. Close with decision requested](#11-close-with-decision-requested)
- [Structured handoffs](#structured-handoffs)

## 1. Frame the mandate
Identify the actual decision before gathering data.

Minimum framing:
- issuer and ownership: public, private, sponsor-backed, strategic subsidiary, regulated entity;
- audience: internal bank team, client, board, sponsor, financing committee, investor-facing draft;
- objective: refinancing, acquisition financing, growth capital, liquidity, deleveraging, ratings preservation, regulatory capital, shareholder monetization, dividend recap, rescue financing;
- urgency: opportunistic, catalyst-driven, maturity-driven, regulatory, distressed, market-window dependent;
- instrument bias: ecm, dcm, convertible/hybrid, private capital, or open-ended alternatives;
- constraints: dilution, leverage, rating, covenant, control, disclosure, speed, confidentiality, certainty, future access.

Senior question set:
- What problem does capital solve that cannot be solved by timing, asset sales, internal cash flow, revolver usage, or smaller issuance?
- Is the issuer raising from strength or weakness?
- Does the issuance support strategy or signal a problem?
- Is the requested instrument the best instrument or just the one the user named?
- What does the board need to approve now?
- What would make the recommendation wrong?

## 2. Build the issuer snapshot
Do not over-describe. Include only facts that affect issuance feasibility, terms, or investor receptivity.

### Universal issuer profile
- business description and sector;
- revenue, ebitda, cash flow, growth, margins, cyclicality, capital intensity;
- liquidity and capital structure;
- ownership and control;
- recent events and catalysts;
- strategic reason for capital;
- key risks investors will underwrite.

### Public equity profile
- share price, market cap, enterprise value;
- share price performance versus peers/index;
- valuation versus peers and history;
- average daily trading volume, free float, volatility, short interest;
- analyst sentiment, consensus revisions, recent guidance;
- shareholder base, insider/sponsor ownership, overhangs and lockups;
- upcoming earnings, conferences, regulatory or clinical/data catalysts;
- shelf status, public-company eligibility, blackout windows.

### Credit profile
- debt stack, maturity ladder, secured/unsecured mix, fixed/floating mix;
- cash, revolver availability, liquidity runway;
- ratings, outlook, rating agency sensitivities;
- gross/net leverage, interest coverage, fcf conversion;
- covenant headroom and debt-incurrence capacity;
- existing bond/loan trading levels, cds where available;
- collateral and guarantee structure;
- refinancing needs and maturity wall.

### Sponsor/private issuer profile
- sponsor ownership, entry valuation and hold period where known;
- adjusted ebitda quality and add-backs;
- lender group and documentation flexibility;
- private credit versus syndicated market access;
- ipo readiness and exit timeline;
- dividend recap or monetization optics.

## 3. Define use of proceeds
Classify and critique the use of proceeds:
- refinancing/maturity extension;
- acquisition financing;
- organic growth/capex/r&d;
- liquidity buffer;
- deleveraging/rating preservation;
- regulatory capital;
- working capital;
- dividend recap/shareholder monetization;
- general corporate purposes;
- rescue/distressed liquidity.

MD lens:
- Specific beats vague. "General corporate purposes" is weak unless context makes it credible.
- Offensive proceeds require an roi story. Defensive proceeds require a risk-reduction story.
- Refinancing is constructive only if it extends runway without creating unsustainable interest burden.
- Acquisition financing must address certainty, ratings, bridge risk, synergies, and accretion/dilution.
- Equity deleveraging can be credit-positive but equity-negative if perceived as forced.
- Sponsor monetization needs careful signaling and lockup strategy.

## 4. Build pro forma impact
Quantify what changes after issuance.

### Equity
- gross and net proceeds;
- shares issued and pro forma shares;
- primary/secondary split;
- dilution and ownership change;
- deal size as % market cap, % float, and days of adv;
- free float change;
- pro forma cash/debt/leverage;
- eps or nav/affo impact where relevant.

### Debt
- new gross debt and net debt;
- proceeds application;
- coupon/yield/spread and annual interest cost;
- pro forma leverage and coverage;
- maturity ladder, weighted average maturity, cost of debt;
- secured leverage and covenant headroom;
- rating-agency metric impact.

### Convertible/hybrid
- principal, coupon/dividend, conversion premium, conversion price;
- underlying shares and potential dilution;
- capped call or hedge economics;
- equity credit/rating impact if applicable;
- cash cost versus straight debt/common equity;
- investor-base implications.

## 5. Evaluate financing alternatives
Compare alternatives using these dimensions:
- strategic fit;
- proceeds certainty;
- cost of capital;
- speed;
- disclosure/confidentiality;
- dilution/control;
- leverage/rating/covenant impact;
- investor receptivity;
- future flexibility;
- signaling and reputational risk;
- execution complexity.

A good alternatives matrix has a clear winner and explains why other options are not recommended.

## 6. Assess market window
Use `market-window.md` for detailed logic. Always make the conclusion instrument-specific:
- open;
- open but selective;
- conditional;
- closed for this issuer/instrument;
- urgent despite poor market.

For each conclusion, state:
- launch conditions;
- delay triggers;
- required market checks;
- likely consequence if launched now;
- fallback if window shuts.

## 7. Build comparable transactions
Use `comparable-deals.md`. Select comps based on relevance, not count. Adjust for:
- market regime;
- sector sentiment;
- issuer quality;
- liquidity/size;
- rating/leverage;
- use of proceeds;
- security terms;
- aftermarket performance.

Never average comps mechanically without explaining which ones matter.

## 8. Target investors
Use `investor-targeting.md`. Output must identify:
- anchor candidates;
- core buyers;
- incremental or price-sensitive buyers;
- education targets;
- investors to avoid or deprioritize;
- likely objections and response strategy;
- wall-crossing/compliance concerns.

## 9. Recommend structure
Recommended structure should include:
- instrument;
- base size, minimum viable size, stretch size, maximum advisable size;
- terms range;
- launch window;
- use-of-proceeds language;
- investor strategy;
- pricing sensitivity;
- required approvals;
- fallback path.

## 10. Build execution plan
Use `execution-checklists.md`. Include:
- preparation steps;
- diligence and documentation;
- rating/covenant/legal workstreams;
- investor sounding and roadshow;
- launch/pricing/allocation/settlement;
- owners and decision gates;
- contingency actions.

## 11. Close with decision requested
Do not end with passive observations. State what should happen next:
- approve preparation;
- approve investor sounding;
- approve launch window;
- approve size/terms range;
- authorize syndicate/counsel/rating-agency engagement;
- wait for catalyst;
- pivot to alternate instrument;
- defer issuance.

## Structured handoffs

When a recommendation feeds another skill, use exact field names from `../../../references/handoff-contracts.md`:

- `capital_markets_issuance_to_private_credit_underwriting` for lender-side underwriting.
- `capital_markets_issuance_to_covenant_package_analyzer` for document-first covenant, basket, leakage, lien, guarantee, amendment, waiver, or consent questions.

Preserve `source_log`, `source_as_of_dates`, `evidence_register`, `covenant_or_rating_caveats`, `legal_counsel_review_flags`, and `open_items`. Do not present market-clearing assumptions as lender approval or covenant capacity.