2013 Capital Markets Year in Review January 2014 P I P E R J A F F R AY C A P I TA L M A R K E T S
Since 1895. Member FINRA, NYSE, and SIPC. Š 2014 Piper Jaffray & Co. piperjaffray.com
Table of Contents Section I
2013 Year in Review
Section II
IPO Market Review
Section III
Follow-on Offering Market Review
S i IV Section
Confidentially C fid i ll M Marketed k dF Follow-on ll (URD), (URD) R Registered i d Direct & PIPE Market Review
Section V
Convertible Market Review
Appendix A
Piper Jaffray Credentials
1
Section I 2013 Year in Review
2013 Year in Review 2013 Global Index Performance
2003 - 2012 Global Index Performance 57%
Japan (Nikkei) 38%
U.S. (Nasdaq)
325%
Russia (RTS)
30%
U.S. (S&P 500)
441%
Brazil (Bovespa)
37%
U.S. (Russell 2000)
475%
India (Sensex)
143%
Hong Kong (Hang Seng)
26%
U.S. (Nasdaq)
126%
Australia (ASX)
15%
U.S. (Russell 2000)
122%
U K (FTSE) U.K.
14%
Canada (Toronto)
U.S. (Dow Jones)
10%
Canada (Toronto)
China (Shanghai)
67%
U.S. (S&P 500)
62%
9%
India (Sensex) 3%
88%
U.S. (Dow Jones)
57%
Russia (RTS)
-6%
Australia (ASX)
54%
China (Shanghai)
-7%
U.K. ((FTSE))
50%
Brazil (Bovespa)
-15%
Hong Kong (Hang Seng)
-20%
-10%
0%
20%
30%
40%
50%
60%
0%
2013 S&P 500 Subsector Performance Cons. Disc Health Care
38%
Financials
33%
S&P 500
Info Tech
110%
Cons. Disc
107%
26%
Industrials
Materials
23%
S&P 500
Energy
22%
Health Care
9% 10%
Source: Capital IQ Returns stated in each country’s local currency
76% 72% 62% 50%
Financials 20%
30%
40%
500%
82%
C Cons. Staples St l
23%
0%
400%
94%
Utilities
Cons. Staples
-10%
300%
192%
Materials
30%
I f Tech Info T h
200%
Energy
39%
Industrials
100%
2003 - 2012 S&P 500 Subsector Performance
41%
Utilities
21%
Japan (Nikkei)
10%
50%
-50%
3
-26% 0%
50%
100%
150%
200%
250%
2013 Year in Review U.S. Historical Index Performance by Year
2013 marked the best overall yearly performance for the major U.S. indices since 2003
50% 40%
37%
Average % Return b A by Year of Major U.S S. Indices
33% 28%
30% 20%
17%
14%
13%
9%
10%
4%
2%
0% 0%
-10% -20%
-10% -15%
-23%
30% -30% -40%
-37%
-50% 2000
2001
2002
2003
2004
2006
2007
2008
2009
2010
2011
2012
(6%)
(7%)
(17%)
25%
3%
(1%)
16%
6%
(34%)
19%
11%
6%
7%
26%
Nasdaq
(39%)
(21%)
(32%)
50%
9%
1%
10%
10%
(41%)
44%
17%
(2%)
16%
38%
S&P 500
(10%)
(13%)
(23%)
26%
9%
3%
14%
4%
(38%)
23%
13%
(0%)
13%
30%
(4%)
1%
(22%)
45%
17%
3%
17%
(3%)
(35%)
25%
25%
(5%)
15%
37%
(15%)
(10%)
(23%)
37%
9%
2%
14%
4%
(37%)
28%
17%
(0%)
13%
33%
Dow Jones
Russell 2000 Average
Source: Capital IQ Returns stated in each country’s local currency
4
2005
2013
2013 Year in Review The VIX is a measure of expectations for volatility within the S&P 100 500 over the next 30 days 90
CBOE Market Volatility Index (VIX) since 1990 First Gulf War
Asian Financial Crisis
Russian Financial Crisis
9/11 Terrorist Attack
Arthur Andersen / WorldCom Accounting Scandals
Iraq War
2008 Global Financial Crisis
Flash Crash / U.S. & European Debt Concerns
80 70 60 VIX Averages: 2013: ~14 2010 – 2012: ~22 2008 – 2009:~32 2004 – 2007: ~15
50 40 30 20
Source: Capital IQ & Piper Jaffray ECM
5
2013
2012
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
2001
2000
1999
1998
1997
1996
1995
1994
1993
1992
1991
0
1990
10
2013 Year in Review Unemployment Rate
Since peaking in Q4 2009, the unemployment rate has continued to improve, and touched 7.0% in November for the first time since 2008
12%
10%
8%
9.3%
9.6%
9.9% 9.8% 9.6% 9.5% 9.5%
8.3%
Average = 7.7%
9.0% 9.0% 9.0% 8.7%
8.3% 8.2% 8.0% 7.8% 7.7% 7.6%
6.9%
6%
7.3% 7.1%
6.0% 4.8% 5.0% 4.5% 4.5% 4.7%
5.3%
4%
2% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 '07 '08 '09 '10 '11 '12 '13
Consumer Confidence rebounded in 2013 after experiencing two stagnant years in 2011 and 2012
Consumer Confidence
ISM Manufacturing Index 65
120
60
100
Median = 55 55
80 50
Median = 63 60
45 40
40
20
0
Source: Thomson Baseline & Bloomberg Denotes Forecast
35 30 Jan Apr Jul Oct Jan Apr Jul Oct Jan A pr Jul Oct Jan A pr Jul Oc t Jan A pr Jul Oc t Jan A pr Jul Oc t Jan A pr Jul Oct '0 7 '0 8 '0 9 '1 0 '1 1 '1 2 '1 3
6
Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct '0 7 '0 8 '0 9 '1 0 '1 1 '1 2 '1 3
2013 Year in Review U.S. quarterly GDP grew steadily throughout 2013 and is expected to grow 2.7% in 2014
U.S. Real GDP YoY Growth 4%
3.5% 2 8% 2.8% 1.9%
2%
2 7% 2.7% 2.0%
2.0%
2011
2012
0% -0.2% -2% -2.8%
-4%
6% -6% 2007
2009
2010
2014
9.3%
8%
6.1%
6%
4.6%
4.1%
4%
40%
7.8%
20%
4.1% 2.5%
0%
2% 0% -2%
-20%
-4% S&P 500 YoY Revenue Growth
-6%
-40%
S&P 500 YoY Index Return
-10% 2007
2008
-9.0% 2009
-60% 2010
7
2011
2012
2013
2014
S& &P 500 Return
10%
-8%
Source: Capital IQ & Bloomberg Denotes Forecast
2013
S&P 500 YoY Revenue Growth
S&P 5000 Revenue Growth
The S&P 500 index finished with its highest annual year-end return since 1997 (+29.6%) after realizing slower year-over-year revenue growth
2008
2013 Year in Review Equity Fund Flows Since 2006
2013 equity fund flows $250
more than quintupled
FY = $210B
2012 inflows as investors gained
$200
confidence in the equity markets $150
Fund Flows: CY 2012: +$40 billion
($ in B Billions)
CY 2013: +$210 billion
FY = $116B $100
FY = $58B
FY = $40B $50
FY = $24B FY = $5B
$0
FY = ($6B) -$50 1/4/06
Source: Thomson Reuters – Lipper U.S. Fund Flows Data as of December 31, 2013
2006
1/4/07
2007
1/4/08
2008
8
1/4/09
FY = ($3B) 2009 1/4/10
2010 1/4/11
2011 1/4/12
2012
1/4/13
2013
Section II IPO Market Review
IPO Market Review There have been three peaks in the IPO market since 1995
Historical Volume IPO Activity by Year Since 1995 600 531
1995-2000 Mean = 398
500 400
# of IIPOs
The 210 IPOs done in 2013 were the most since 2007 and 62% greater than 2012
453 409
372
372 2004-2007 Mean = 210
300
252
233 194
200
197
213
2010-2012 Mean = 136 153
80
100
70
76 30
125
130
2011
2012
210
58
0 1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2013
IPO Capital Raised Year Since 1995 $80 $69.4 $
$70
Capitaal Raised ($B)
The nearly $60B in capital raised in 2013 is the most since 2000 and a 40% increase i ffrom 2012
$60
2004-2007 Mean = $48.0B
1995-2000 Mean = $50.4B
$53.1
$51.5
$50 $40
$70.9
2010-2012 Mean = $42.4B
$46.4
$46.9 $42.6
$39.0
$37.8
$59.9
$43.7
$40.7 $42.6
2010
2011
$40.2
$34.6
$30
$24.8
$20
$26.8 $19.5
$17.7
$10 $0 1995 Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size Excludes CEFs, BCC/SPACs
1996
1997
1998
1999
2000
2001
10
2002
2003
2004
2005
2006
2007
2008
2009
2012
2013
IPO Market Review Pricing and aftermarket performance each
Performance by Sector
improved greater than 100% in 2013 versus 2012
On average, 2013 IPOs priced below the midpoint of the range, but traded up 42%
2013 IPO Activity Sector Business Services Clean Technology Consumer Energy & Mining Financial Health Care Industrials Media Real Estate REIT Technology Transportation Total
No. 4 3 16 25 28 54 13 2 3 14 43 5 210
Capital Raised ($B) $1.0 $0.2 $8.9 $12.4 $6.8 $10.2 $4.2 $0.6 $0.4 $4.9 $9.0 $1 2 $1.2 $59.9
% Chg Price File to Offer -11% -20% 9% 0% -1% -9% -6% 2% -14% -5% 6% -4% 4% -2%
% Chg Offer / 1-Day 13% 9% 44% 6% 6% 22% 7% -2% 12% 3% 32% 4% 18%
% Chg Offer / 30-Day 10% 3% 49% 10% 8% 33% 14% -15% 15% 4% 46% 13% 26%
% Chg Offer / YE'13 24% 16% 54% 30% 28% 51% 25% 3% 32% 7% 65% 25% 42%
No. 3 5 14 23 16 15 9 1 1 7 34 2 130
Capital Raised ($B) $0.7 $0.4 $2.5 $8.4 $3.0 $1.1 $2.6 $0.2 $1.2 $1.6 $20.5 $0.4 $42 6 $42.6
% Chg Price File to Offer -21% -39% 2% -4% -9% -20% -12% 30% 8% -8% 5% -30% -6% 6%
% Chg Offer / 1-Day 1 Day 9% 22% 21% 8% 1% 13% 11% 92% 27% 1% 20% -6% 13%
% Chg Offer / 30-Day 30 Day 21% 13% 26% 8% 2% 20% 11% 49% 40% 3% 26% -11% 16%
% Chg Offer / YE'12 YE 12 20% -26% 20% 8% 28% 35% 22% -4% 55% 13% 26% -3% 20%
2012 IPO Activity Sector Business Services Clean Technology Consumer Energy & Mining Financial Health Care Industrials Media Real Estate REIT Technology Transportation Total Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size Excludes CEFs, BCC/SPACs
11
IPO Market Review
priced this year as the IPO market consistently outperformed
Top Performing IPOs Since 2011 – Through Year-End 400% % Return Thro ough Year-End of Pricing g Year
15 of the top 20 IPO performers since 2011
384%
2011 2012
320%
2013 0 3
240%
160%
% 126% 127% 128% 129% 132% 122% 123% 125%
145% 146%
172% 174% 159% 164%
185%
198% 204%
218%
236%
80%
0%
Average e age IPO O Returns etu s by Year: ea : 1-Day ay & 30 30-Day ay 45% 40%
1-Day 30-Day
40%
35% 30%
% Return
On aaverage, erage 2013 sa saw the best 1-Day and 30Day performance from IPOs over the last 10 years
25%
25% 20%
16%
20%
18% 13%
15%
14% 14%
13% 14%
16% 15% 12%
13%
14%
16%
27%
19%
17% 12%
10% 5%
-1%
0% -5% Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size Excludes CEFs, BCC/SPACs
2003 00
2004 00
2005 00
2006 00
12
2007 00
1%
2008 008
2009 00
2010 0 0
2011 0
2012 0
2013 0
IPO Market Review Pricing & Aftermarket Performance 60%
IPO Pricing Performance - Pricing versus Midpoint of the Range Below Midpoint Below Midpoint
50%
50%
At Midpoint
46%
Above Midpoint 42%
40%
39%
40%
%o of IPOs
60% of IPOs priced in 2013 priced at the midpoint of the range, range or above, versus 50% in 2012
N = 65
34%
N = 85
30%
N = 88 20%
16%
15%
10%
N = 44
18%
N = 37
N = 21
0% 2003-2011
69% of the IPOs priced in 2013 traded above offer price after 1-day
80%
2012
IPO Aftermarket Performance - 1-Day Return versus Offer Price 75%
Below Offer Price
70%
65% %
% of IPOs
69%
Fl t Off P i Flat Offer Price
60%
Above Offer Price
N = 98 N = 144
50% 40% 30%
25%
24% 20%
20%
N = 26
11%
10%
5%
0% % 2003-2011
Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size Excludes CEFs, BCC/SPACs
2013
13
N = 52
7%
N= 6
N = 14
2012
2013
IPO Market Review Pricing Pressure on IPOs Percentage of IPOs Priced Below the Range from 2003-2013 45%
41 6% 41.6%
40.0%
40%
35.6%
35%
% IPOs Belo ow Range
2013 saw the smallest percentage of IPOs priced below the range since 2007
34.3%
34.4%
31.3%
30%
40 8% 40.8%
27.6%
26.8%
27.1%
25% 20% 15%
10.5%
10% 5%
0% 2003
2005
2006
2007
2008
2009
2010
2011
2012
2013
2011
2012
2013
((26.3%))
((26.4%))
FTO Discount of IPOs Priced Below the Range from 2003-2013 2003
2004
2005
2006
2007
2008
2009
2010
0% (5%)
% FTO D Discount
Although pricing performance improved f the for th 2013 class l off IPOs, the discount for those priced below the range remained consistent with recent years
2004
(10%) (15%) (18.6%)
(20%) (20.4%) (22.9%)
(25%) (25.5%)
(24.7%)
(24.3%)
(30%) Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size Excludes CEFs, BCC/SPACs
14
(25.8%)
(24.7%) (27 0%) (27.0%)
IPO Market Review IPO Frequency by Deal Size 40%
IPO Frequency by Market Cap 2010-2012
35%
2013
29% 28%
30%
14%
15% 11%
5%
12%
8%
5%
$50$100M
$100200M
$200- $300- $500M$300M $500M $1B
$1B+
10% 8% 3% 4%
<$150M
2013
17% 14%
15% 9%
18%
17% 13%
$500$1B
$1B$5B
$5B+
13% 11%
30% 30%
27% % 17% 14%
20%
18% 11% 11%
10%
5%
2013
40%
8% 8%
8%
$300500M
2010-2012
40%
% of IPOs
17%
$150$300M
50%
21% 20%
% of IPOs
18%
IPO Frequency by Operating Income (LTM)
2010-2012
25%
25%
11%
10% 7%
4%
0%
0%
Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size Excludes CEFs, BCC/SPACs
22%
15%
IPO Frequency by Revenue (LTM) 30%
10%
24%
0%
<$50M
40% of the IPOs in 2013 involved issuers with negative operating income compared with 27% historically
22% 21%
5%
3% 0%
33% of 2013 IPOs had LTM revenues less than $50 million illi compared d with an average of 26% from 2010-12
21% 18%
20%
10% 6% 7%
2013
29%
25%
25%
20%
10%
2010-2012
30%
32%
% off IPOs
49% of the IPO market involved issuers with market caps less than $500 million in 2013
IPO Deal Value, Market Cap, and Financial Overview
% off IPOs
53% of the IPOs issued in 2013 raised between $50 and $200 million versus 61% from 2010-12
Pre$0R Revenue $50M
$50100M
$100- $200M- $500M$200M $500M $1B
15
$1B+
Negative
$0$10M
$1050M
$50$100M
$100M$300M
$300M+
IPO Market Review Current IPO Backlog 360-Day Backlog by Quarter 180 162
160
160
152
147
139
140 116
120
# of IP POs
Due to the JOBS Act, which was signed into law in April 2012 and allows Emerging Growth Companies (EGCs) to file confidentially, the publically filed 360-day backlog remained relatively flat throughout the year
106
107
100
120
113
111 92
136
123
98
95
96 81
74
80
73
66 60
60 52
48
53
60
59
36
40 20
80% of the IPOs priced in 2013 were EGCâ&#x20AC;&#x2122;s but only 65% of the year-end filed backlog are EGC companies i 33% of the IPOs in backlog at year-end were in the health care space
0 Q1 '07
Q2
Q3
Q4
Q1 '08
Q2
Q3
Q4
Q1 '09
Q2
Q3
Q4
Q1 '10
Q2
Q3
Q4
Q1 '11
Q2
Q3
Q4
Q1 '12
Q2
Q3
Q4
Q1 '13
Q2
Q3
IPO Backlog by Sector (# of Deals) 25 20
20 15 10 5
8
8
7 5
5
3
4
0 Consumer
Source: Company Filings, Dealogic and Piper Jaffray ECM as of 12/31/13 Excludes CEFs, BCC/SPACs
Energy / Mining
Financial
16
Health Care
Industrials
Transports
REIT
TMT
Q4
Section III Follow-on Offering Market Review
Follow-on Offering g Market Review 2013 follow-on offering activity accelerated to the highest levels in over 18 years
Historical Volume 800
Follow-on Activity by Year – Number of Deals 697
700 616
# of Follo ow-ons
600 500
632
Average = 492 491
488
603 542
460
469
400
463
458 395
536
368
300
531
477 442
436
251
200 100 0 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
Follow-on Activity by Year – Capital Raised ($B)
$240
$222 $194
$200 Capitall Raised ($B)
Although the number of follow ons increased follow-ons over 30% from 2012, capital raised only increased by 6%
$197
$166
$160
Average = $130B $116 $118
$120 $80
$185
$177
$69
$93
$88
$141 $136
$109 $101 $105 $104 $79
$75
$40 $0 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size and CMFOs (URDs) Excludes CEFs, BCC/SPACs, PIPEs/RDs
18
Follow-on Offering g Market Review Pricing discounts slightly improved from 2012 to 2013, however, overall performance through year-end lagged
Performance by Sector 2013 Follow-on Activity Sector Business Services Clean Technology Consumer Energy & Mining Financial Health Care Industrials Media Real Estate REIT Technology Transportation Total
No. 28 12 43 115 109 125 47 14 9 87 73 35 697
Capital p Raised ($B) $12.3 $2.0 $16.6 $38.6 $24 4 $24.4 $18.9 $20.3 $3.4 $4.4 $24.3 $24.8 $7.5 $19 7 .5
% Chg g Price File to Offer -4.7% 0.3% -3.6% -5.2% -3.6% 3 6% -8.4% -4.4% -10.7% -3.5% -3.6% -7.5% -7.4% - 5 .5 %
% Chg g Offer / 1-Day 1.4% 5.8% 1.3% 0.6% 1 2% 1.2% 3.4% 2.3% 1.8% 1.9% 1.1% 2.9% 0.4% 1.8 %
% Chg g Offer / 30-Day 4.8% 8.6% 2.9% 2.3% 3 0% 3.0% 7.5% 5.5% 9.3% 3.1% 0.8% 5.6% 1.0% 4 .0 %
% Chg g Offer / YE'13 18.8% 18.1% 9.3% 9.0% 13 8% 13.8% 37.7% 23.3% 49.9% 26.1% -3.7% 29.3% 18.8% 18 .5 %
Capital Raised ($B) $3.5 $0.8 $16.1 $34.6 $74.8 $10.7 $7.7 $0.9 $0.3 $25.6 $6.6 $3.4 $18 5 .0
% Chg Price File to Offer -3.9% -16.1% -4.4% -5.5% -4.0% -9.8% -10.4% -8.9% -8.2% -3.5% -5.5% -6.8% - 6 .1%
% Chg Offer / 1 Day 1-Day 2.5% 1.8% 1.9% 0.4% 0.6% 3.3% -0.2% 3.5% 0.3% 1.2% 2.8% -0.2% 1.4 %
% Chg Offer / 30 Day 30-Day 5.0% 2.9% 4.7% 1.2% 3.2% 5.1% 3.3% 6.5% 6.8% 3.2% 1.6% -0.1% 3 .1%
% Chg Offer / YE'12 YE 12 61.6% 57.2% 28.6% 17.6% 35.4% 68.5% 43.1% 150.4% 59.4% 4.9% 58.8% 27.1% 3 7 .5 %
2012 Follow-on Activity Sector Business Services Clean Technology Consumer Energy & Mining Financial Health Care Industrials Media Real Estate REIT Technology Transportation Total Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size and CMFOs (URDs) Excludes CEFs, BCC/SPACs, PIPEs/RDs
No. No 11 6 29 95 118 102 30 5 4 73 32 26 531
19
Follow-on Offering g Market Review The follow-on pricing environment improved for the fourth year in a row
Follow-on Pricing Performance â&#x20AC;&#x201C; File-to-Offer Discounts 0%
% Change File-to-Offer by Year
% Chg Filee/Offer
-2% -4%
-3.0%
-2.7%
-3.2%
-3.3% -4.0%
-4.3%
-3.5%
-3.9%
-4.2%
-6%
-4.0% -5.5%
-5.3%
-3.9%
4.9% -4.9% -5.5%
-5.9%
-6.1% -7.0%
-8%
-7.8%
-8.3%
-8.4%
-10%
Mean
-9.9%
Median
-12% 2003
0%
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
% Change File-to-Offer by Month
Median % Chg File/Offer
1% -1% -2% -3% -4% -5%
-2.8% -3.0% -3.3% -3.6% -4.0% -4.2%
-4.1%
-4.0% -4.5%
-4.3%-4.4% -5.3%-5.3%
-6% -6.1%
-7%
-3.4% -3.5% -3.8% -3.8% -4.2% -4.5% -4.7% -5.2% -5.4% -5.7% 5 7%
-8%
2012
-9%
2013
-10% Jan
Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size and CMFOs (URDs) Excludes CEFs, BCC/SPACs, PIPEs/RDs
Feb
Mar
Apr
May
20
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Follow-on Offering g Market Review Follow-on Offering Recap by Type, Market Value and Style Follow-on Type Breakdown (Sub $2B Market Cap)
Follow-on Type Breakdown (All)
80%
9%
15%
14%
26%
27%
22%
100%
14%
9%
18%
23%
80%
% of Offeerings
100%
% of Offeerings
9%
60%
14%
27%
19%
24%
40% 59% 20%
46%
40%
42%
44%
2009
2010
2011
2012
2013
Accelerated
Marketed
80%
72%
52%
2009
48% 32% 16%
17% 11%
24%
19% 15%
18% 16%
2010
2011
2012
< $2B
$2B - $5B
15% 11%
14%
0% 2003-2009 Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size and CMFOs (URDs) Excludes CEFs, BCC/SPACs, PIPEs/RDs Marketed Follow-ons defined as 2 or more days of public marketing
> $5B
21
29%
21% 20%
15%
42%
13%
39%
34%
38%
2010
2011
2012
Accelerated
62%
64%
32%
11%
CMFO (URD)
66%
31%
14%
21%
0%
74% 67%
21%
9%
Follow-on Activity by Market Cap (# of Offerings)
%o of Offerings
Along with the increase in overall follow-on activity, the percentage of transactions with a selling shareholder component also l increased
Bought
19%
27%
40% 20%
0%
13%
60%
2013
Bought
Marketed
2013 CMFO (URD)
Follow-ons w/ Selling Shareholders % Follow-ons w/ Seelling Shareholders
Similar to the increase in bought deal activity in 2012, the marketed follow-on became a more significant execution vehicle in 2013
100% 80%
33%
23%
30%
29%
70%
71%
2011 Yes
2012
37%
60% 40%
67%
77%
63%
20% 0% 2003-2009
2010 No
2013
Follow-on Offering g Market Review Growth Sector Marketed Follow-on Issuance: Capital Raised $10.0
Total Capital Raised ($B)
Capital raised through marketed follow-ons significantly increased from 2012 to 2013 in Consumer, Health Care and TMT/BS
40
$8.92
35
$8.0
$6.92 $6.47 n=25
$6.0
$5.42
$4.84 n=14
$4 0 $4.0
n=16 n 16
n=17 17
$1.98
$2.0 $0.0
$1.15 $0.47 n=11 n=5
n=7
$1.96
n=11
n=3
n=13
$0.23 $0.34
$6.71 $5.83
n=29
n=33
$2.24 n=1
$6.05
n=37
15 10
$1.38 n=29 n=20 $1.04 $1.44 n=18
25 20
n=25
$2.37 $2.37
n=12
30
5
n=15
0
2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 Clean Tech
Consumer
Health Care
TMT/BS
Growth Sector Marketed Follow-on Issuance: Number of Transactions by Sector
80% 60% 40% 20% 0%
$2,500
$2,045
37%
49%
$1,428 $1,144
$1 028 $1,028
18%
25%
30%
16%
24%
2009 Clean Tech Source: Dealogic & Piper Jaffray ECM Includes fully marketed follow-ons greater than $20 million in deal size Excludes CEFs & BCC/SPACs Marketed Follow-ons defined as 2 or more days of public marketing
27% 25%
16%
10%
2%
2010
2011
2012
Consumer
22
Health Care
$2,000
45%
$1,214
24%
9%
39%
41%
TMT/BS
31% 27% 3% 2013 Avg Mkt Cap
$1,500 $1,000 $500 $0
Average Isssuer Mkt Cap ($MM M)
100%
% of Grow wth Sector Marketed Follow-ons F
Health Care saw the largest percentage increase in number of marketed follow-ons in 2013 as the percentage off CMFOs (URDs) decreased
Follow-on Offering g Market Review Growth Sector Marketed Follow-on Trends: Market Capitalization $4,500 Average Issu uer Mkt Cap ($MM)
In terms of average issuer market value for marketed follow follow-ons, ons, Health Care companies have remained relatively flat since 2010 vs. other growth sectors seeing a steady decline
$3,565
$3,600
$3,210
$2,700
$2,026
$1 800 $1,800
$1,549 $ ,
$900
$1,153 $649
$1,637
$1 541 $1,541
$1,874
$0
$1,365
$1,343
$788
$551
$411
2009
2010 Clean Tech
$1,115 $422
$557
$453
2011 Consumer
$2,207
$2,122
Health Care
2012 TMT/BS
2013
Growth Sector Marketed Follow-on Trends: Deal Value $500
Average Issuerr Deal Value ($MM))
Average deal sizes of growth sector marketed follow-ons also declined in 2013
$462
$400
$357
$339 $285
$300 $203
$200 $100
$151 $119 $95
$284
$233
$239
$225
$183
$181 $ 8 $113
$105
$92
$80
$87
$82
$0 2009
Source: Dealogic & Piper Jaffray ECM Includes fully marketed follow-ons greater than $20 million in deal size Excludes CEFs & BCC/SPACs Marketed Follow-ons defined as 2 or more days of public marketing
2010 Clean Tech
23
2011 Consumer
Health Care
2012 TMT/BS
2013
Follow-on Offering g Market Review Follow-ons continue to represent the majority of equity issuance activity
Equity Issuance Breakdown Number of Deals by Type (IPOs & Follow-ons)
# IPOs
# of FOs
100%
% of D Deals
80% 60%
70%
67%
71%
86%
89%
91%
11%
9%
2008
2009
78%
78%
80%
77%
22%
22%
20%
23%
2010
2011
2012
2013
40% 20% 0%
30%
30%
33%
29%
14%
2003
2004
2005
2006
2007
Capital Raised by Type (IPOs & Follow-ons)
Capital Raised: IPOs
Capital Raised: FOs
100% Capital Raised C
The percentage of capital raised from IPOs has improved since 2008 & 2009 as IPO pricings returned to more normalized levels over the past four years
70%
80%
81%
66%
72%
69%
67%
86%
92%
76%
77%
60%
81%
77%
19%
23%
2012
2013
40% 20%
34%
28%
31%
33%
19%
14%
0% 2003 Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size and CMFOs (URDs) Excludes CEFs, BCC/SPACs, PIPEs/RDs
2004
2005
2006
24
2007
2008
24%
23%
2010
2011
8%
2009
Follow-on Offering g Market Review Follow-on Deal Value and Market Cap Overview Median Follow-on Raise (Sub $2B)
Median Follow-on Raise (All Deals) 20% % Deal Value / P Pre-Deal Mkt Cap
Small cap issuers raised approximately 15% 20% of their pre pre-deal deal market caps
15%
15%
15%
14%
14%
17%
17%
2003-2009
2010
8% 18%
18% 8% 16%
13%
% 10%
5%
0% 2003-2009
2010
2011
2012
2013
2011
2012
2013
Year
Follow-on Frequency by Pre-Deal Market Cap 350 305
280 # of Follow-ons
Issuance activity continues to be dominated by issuers with market values between $1 - $5B at the time of the offering
210
190 120 124
140 94
70
75
65 62
46 51 37 43 41
50
<$150M
$150-$300M
89
66
59
71
82
75
88
164156181
108 64 56 63
83
0 $300-$500M 2009 Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size and CMFOs (URDs) Excludes CEFs, BCC/SPACs, PIPEs/RDs
25
2010
$500M-$1B 2011
2012
2013
$1-$5B
$5B+
99
Follow-on Offering g Market Review IPOs Back-to-Market(1)
More recent IPO issuers came back to market for a first follow follow-on on in 2013 than any year since 2006
First Follow-on Primary / Secondary Mix 0% 70%
60 52
49
50
50%
40 32
30
26 22 18
20 10
60%
% of Offeerings
Number of Firsst Follow-ons
2013 saw an increase in 100% primary first follow-on issuance, influenced by a number of life sciences companies returning to market
# First Follow-ons
56% 55%
2008
2009
2010
2011
2012
33%
32% 27% 25%
30% 20%
16% 11%
0%
2013
2006
2007
2008
63%
58%
60%
51%
51%
47% 40% 20%
Median # Days from m IPO to Follow-on filing g
77%
74% 67%
2009
2010
Primary / Secondary Mix
2011
2012
2013
100% Secondary
Days Back-to-Market from IPO
100%
Median n % Return
Assuming strong performance, the average IPO comes back to market within 4-7 months
Performance from IPO to FO Filing
80%
8%
5%
100% Primary
First follow-ons in 2013 were up a median of 77% the highest since 77%, 2006
44% 41% 38%
39% 40%
40%
10%
0 2007
48%
44%
12%
2006
54% 50%
9 5
64%
60%
200 181
1766
170
165 149
160
171
165 132
120 80 40 0
0% 2006
2007
2008
2009
Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size (1) First follow-ons classified as those that returned to market within 365 days of IPO Excludes CEFs, BCC/SPACs, PIPEs/RDs
2010
2011
26
2012
2013
2006
2007
2008
2009
2010
2011
2012
2013
Follow-on Offering g Market Review EDPs continue to gain popularity as a capital raising method
Equity Distribution Programs (EDPs) Total Value of EDPs Announced since 2006 ($MM)*
Number of Announced EDPs since 2006 180
168
144
129
120 106
108
$36 000 $36,000
$26,433
$27,000
115
$22,635
$20,920
$18,000
Activity was concentrated in the Health Care and REIT sectors
$12,201
72 45 36
20
$7,859
$9,000
15
$2,122 $2,052
$0
0 2006
2007
2008
2009
2010
2011
2012
2013
2013 EDPs by Sector
2006
Health Care 29%
Real Estate / Property 34%
Energy & Mining 21%
Other 6% TMT / BS 3%
Source: Piper Jaffray ECM and Dealogic *Excludes Citigroup’s 2010 $37.4B EDP & Bank of America’s 2009 $16.9B Excludes CEFs, BCC/SPACs
2007
2008
2009
2010
2011
2012
2013 EDPs: Advisory Rankings Rank
71 of the 168 (42%) EDP programs were for issuers of less than $500MM of market value
$14,837
Financial 7%
27
1 2 3 4 5 6 7 13 13 15 15 15 15 15 15
Bookrunner Cantor Fitzgerald & Co MLV & Co Citi Bank of America Merrill Lynch Wells Fargo Securities Barclays Cowen & Co LLC RBC Capital Markets Robert W Baird & Co Ascendiant Capital Group LLC Credit Suisse Deutsche Bank Jefferies LLC JPMorgan UBS
Nbr 24 22 17 16 11 10 9 4 4 3 3 3 3 3 3
2013
Section IV Confidentially Marketed Follow-on (URD), Registered Direct & PIPE Market Review
Confidentiallyy Marketed Follow-on ((URD), ) Registered g Direct & PIPE Market Review PIPE/RD/CMFO (URD) Number of Deals by Year
PIPE/RD/CMFO (URD) Capital Raised by Year
700 600
$35
583
$29.6
$30
500 410
394
400
Capital Raised ($B)
terms of total transactions and capital raised
Historical Volume
# of PIPEs/RDs/CMF FOs (URDs)
PIPE/RD/CMFO(URD) issuance was up year over yyear in 2013 in
3313 3
308
273
300
298
200 100
$25
$23.8
$22.9
$22.6
$20 $15 4 $15.4
$15
$15 4 $15.4
$13.3
$10 $5
0 2007
2008
2009
2010
2011
2012
$0
2013
2007
2008
2009
2010
2011
2012
2013
Quarterly PIPE/RD/CMFO (URD) Activity $12.0
250 205
$8.0 $6.0
200 158 102
121 118
118 79
$4.0
103
99 77 54
113 112
110 110
105 73
75
56
150
77
68 46
66
66
63
79
79
47
$2.0 $0.0
$5.8 $8.1 $3.7 $5.3 $4.4 $5.0 $9.6 $10.6 $3.0 $10.5 $5.5 $4.8 $5.1 $5.8 $6.1 $5.6 $5.3 $5.4 $2.2 $2.4 $4.5 $2.8 $2.9 $3.1 $6.2 $2.6 $3.3 $3.3
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 '07 '07 '07 '07 '08 '08 '08 '08 '09 '09 '09 '09 '10 '10 '10 '10 '11 '11 '11 '11 '12 '12 '12 '12 '13 '13 '13 '13 Capital Raised ($B) Source: PlacementTracker.com as of December 31, 2013. Includes all common stock, convertible preferred and convertible debt PIPEs/RDs/CMFOs (URDs) with proceeds greater than $10 million. Excludes strategic transactions over $200 million.
29
# of PIPEs/RDs/CMFOs (URDs)
100 50 0
# of PIPEs/RD Ds/CMFOs (URDs)
Caapital Raised ($B)
$10 0 $10.0
Confidentiallyy Marketed Follow-on ((URD), ) Registered g Direct & PIPE Market Review Median PIPE Deal Size and Issuer Market Cap Median RD/CMFO (URD)Deal Size and Issuer Market Cap $200
$300
$165
$158
$150
$140
$132
$112
$123 $106
$100
$50
$25
$20
$25
$26
$22
$27
2011
2012
$200
$20
2008
2009
Median PIPE Deal Size
2010
Median Issuer Market Cap
$26
$23
$25
2008
2009
2010
Median RD/CMFO(URD) Deal Size
$25
600
175 508
2011
235
189
200
139
153
100 0
2009
2010
2011
Source: PlacementTracker.com as of December 31, 2013. Includes all common stock, convertible preferred and convertible debt PIPEs/RDs/CMFOs (URDs) with proceeds greater than $10 million. Excludes strategic transactions over $200 million.
2012
30
2013
# of RDs/CMFO Os (URDs)
400
2008
$25
2012
2013
Median Issuer Market Cap
159
175
150
235
$35
Number of RDs/CMFOs (URDs)
500 # off PIPEs
$24
2007
200
258
$164
$151
$0
2013
700
2007
$175
$167
$100
Number of PIPEs
300
$218
$200
$150
$50
$0
2007
$238
$250
$M Millions
2012 as registered shelf takedown offerings continued to be a favored source of equity capital financing for small cap issuers
Trends in Deal Size and Issuer Size
$M Millions
In 2013 the number of RDs/CMFOs (URDs) increased 8% % over
134 119
125 100 75
145
75 55
50 25 0 2007
2008
2009
2010
2011
2012
2013
Confidentiallyy Marketed Follow-on ((URD), ) Registered g Direct & PIPE Market Review Historical PIPE/RD/CMFO (URD) Volume by Piper Jaffray Covered Sector Health Care
Technology, Media & Telecom
163 131 113
125 100
103
82
131
90
75 50 25 0
$4.6
$2.1
$3.1
$3.2
$3.1
$5.3
$4.6
2007
2008
2009
2010
2011
2012
2013
200
175
175
150
150
125 100
93
75 50 25 0
32
47
48
42 24
$2.9
$2.0
$2.7
$1.7
$3.0
$0.6
$3.0
2007
2008
2009
2010
2011
2012
2013
Consumer
125 100 75 50 25 0
200
200
175
175
175
150
150
150
125 100 75
46 20
23
$4.6
$2.1
2007
2008
25 0
11
14
15
18
$3.1
$3.2
$0.7
$1.7
$0.5
2009
2010
2011
2012
2013
125
104
100 75 50
61
64
60
39
33
36
25 0
$2.9
$2.0
$2.7
$1.7
$3.5
$1.4
$1.8
2007
2008
2009
2010
2011
2012
2013
Source: PlacementTracker.com as of December 31, 2013. Includes all common stock, convertible preferred and convertible debt PIPEs/RDs/CMFOs (URDs) with proceeds greater than $10 million. Excludes strategic transactions over $200 million.
31
70 48
39
30
43
$1.1
$7.0
$3.1
$2.4
$2.7
$1.4
$2.4
2007
2008
2009
2010
2011
2012
2013
China Growth
200
50
49
62
Financial
# of PIPEs/RDs/CMFO Os (URDs)
# of PIPEs/RDs/CMFO Os (URDs)
48
# of PIPEs/RDs/CMFO Os (URDs)
# of PIPEs/RDs/CMFOs (UR RDs)
150
# of PIPEs/RDs/CMFOs (UR RDs)
175
200
# of PIPEs/RDs/CMFOs (UR RDs)
200
Clean Tech & Industrials
125 100 75 50 25 0
45
44
21
25
14
2
$1.1
$7.0
$3.1
$2.4
$0.6
$0.4
$3.2
2007
2008
2009
2010
2011
2012
2013
5
Confidentiallyy Marketed Follow-on ((URD), ) Registered g Direct & PIPE Market Review Issuers with market caps below $500MM accounted for 85% of PIPE/RD/CMFO(URD) transactions in 2013 (a)
Historical Volume by Issuer Market Cap Capital Raised ($B) by Issuer Market Cap $9.0
$8.5
$8.0 $17.8
Capital R Raised ($B)
$7.0 $
$6 6 $6.6
$10.5
$6.0
$5.4
$5.5 $5.2
$4.8
$5.0 $4.4
$4.0
$3.7
$4.5
$4.3 $3.9
$3.9
$3.9 $6.5
$3.5
$3.5
$3.3
$3.1
$3.0
$2.6
$2.8
$2.6
$2.6
$2.3
$3.1
$2.7 $2.3
$1 8 $1.8
$2 0 $2.0
$2.6
$2.6
$2.4
$1 8 $1.8
$1.7 $1.4
$1.0 $0.0 2007
2008
2009
2010
2011
2012
Market Cap of PIPE/RD/CMFO (URD) Issuers Under $100MM
$100MM - $249MM
Source: PlacementTracker.com as of December 31, 2013. Includes all common stock, convertible preferred and convertible debt PIPEs/RDs/CMFOs (URDs) with proceeds greater than $10 million. Excludes strategic transactions over $200 million. (a) Percentage based on number of financings.
32
$250MM - $499MM
$500MM - $1B
Over $1B
2013
Section V Convertible Market Review
Convertible Market Review $49B of capital was raised in the convertible market in 2013 representing a 125% increase vs. 2012
Average annual issuance over the last 10 years was $48.6B The convertible new issue market in 2013 was overweight in large caps
$30
$25
$49 $20 Capital Raaised ($B)
Historically, this represents the h highest hi h annual amount of convertible capital raised since 2008
Capital Raised ($B) by Issuer Market Value
$15
$14 $12
$32
$27 $15
$14
$13
$22
$13 $10
$10
$9
$9 $7
$7 $5
$5
$5
$1
Nearly 70% of 2013 new issue dollars came from issuers with $2B+ p market cap
$19
$40
$0
$1
$0
$1
$0 2009
Source: Dealogic & Piper Jaffray ECM Excludes GMâ&#x20AC;&#x2122;s 2010 mandatory convertible issued concurrently with its IPO
2010 Under $300MM
2011 $300MM - $2B
34
2012 $2B - $10B
2013 Over $10B
$15
Convertible Market Review: Sizing g Trends Market Cap < $2B: Deal Size as a Percent of Market Cap: • 2011: 19.7% • 2012: 22.7% • 2013: 21.2% Market Cap >$2B: Deal Size as a Percent of Market C Cap: • 2011: 9.5% • 2012: 9.9% • 2013: 7.6%
Trends in Deal Size and Issuer Size ($ in millions) Market Cap < $2B: Median Convertible Deal Size and Issuer Market Cap $900
Market Cap >$2B: Median Convertible Deal Size and Issuer Market Cap $6,000
$780
$800
$5,046
$ $5,098
$5,000 $700
$662
$660
$4,210 $4,000
$600 $500
$3,000 $400 $2 000 $2,000
$ 00 $300 $200 $130
$165
$150
$1,000
$100
$400
$500
$388
$0
$0 2011
2012
2013
2011
2012
Median Issuer Market Cap
Median Issuer Market Cap
Median Convertible Deal Size
Median Convertible Deal Size
Source: Dealogic & Piper Jaffray ECM Excludes GM’s 2010 mandatory convertible issued concurrently with its IPO
35
2013
Convertible Market Review: Sub-$2B Issuers Historical Convertible Volume 160
$60
144
140 # of Convvertibles
120
32% ($16B) of volume was generated by issuers with a sub-$2B market cap compared with the 10 year average of 29%
Convertible Capital Raised by Year
Convertible Issues by Year
$49
$50 112
100
62 89
44
80
85
41
60 40
78
35
22 82
68
56
50
48
20
Capital Raissed ($B)
Like previous years, convertible issuance in 2013 was driven by large cap issuers
$40
$32 $30
$27
$22
$23
$13
$19
$12
$9
$8 $
$10
2010
2011
2012
$0 2009
2010
2011
2012
2013
2009
Convertible Issues by Quarter
$33
$ $27
$20 $10
0
$40
$16 2013
Convertible Capital Raised by Quarter
60
$25 53
Legend Sub-$2B Issuers All Others
25
40 30
30 21
20 10 0
$19
$20
11 4 7
25 5
8 13
20
21 5 16
9
21
32
29
17
11 28 18
15
Q1 '12 12 Q2 '12 12 Q3 '12 12 Q4 '12 12 Q1 '13 13 Q2 '13 13 Q3 '13 13 Q4 '13 13
Source: Dealogic & Piper Jaffray ECM Excludes GMâ&#x20AC;&#x2122;s 2010 mandatory convertible issued concurrently with its IPO
36
Capital Raised ($B)
# of C Convertibles
50
$15 $11
$11
$15
$10 $7 $5
$3
$0
$2 $1
$5 $2
$5 $2 $3
$6
$6
$8
$4
$3 $3
$7
$5
$3
$3
$5
Q1 '12 12 Q2 '12 12 Q3 '12 12 Q4 '12 12 Q1 '13 13 Q2 '13 13 Q3 '13 13 Q4 '13 13
Convertible Market Review: Sub-$2B Issuers Historical Convertible Volume by Sector
# of Convvertibles
12
Sub-$2B issuers comprised 15% ($7.6B) of total issuance volume by all issuers
TMT
Consumer 15
50 $3.3 1
$21.3 40
9 6
$1.7
12
2
$2.1 3 0 2009
30 20
27
4
1
$0.7 1 1
2010
2011
2012
2013
$6 5 $6.5
$6.7 7
$7.5
13 0 2009
7 2010
Health Care $5 7 $5.7
20
9 $4.6
15
$5.3
10
0
2011
6
6 $1.8 2 3 2009
6
$4.9 4 15
9
2012
Source: Dealogic & Piper Jaffray ECM Excludes GMâ&#x20AC;&#x2122;s 2010 mandatory convertible issued concurrently with its IPO Dollar amounts denote total capital raised in billions by all issuers
2011
2013
9 2012
37
2013
$2.1 3
6
$0.7 0
4 2 0
2010
16
7
8 # of C Convertibles
# of C Convertibles Sub-$2B Issuers All Others
5 11
10
25
5
$3.3
Clean Tech
30
Legend
11
9
10
$0.9 1 1
3
# of Convvertibles
Sub-$2B issuers increased issuance volume by 64% versus 2012
$0.2 0
3
4 2
1 2009
$0.9
2010
2011
$0.7 0
6
3 2012
2013
Appendix A Piper Jaffray Credentials
Piper p JJaffrayy U.S. Equity q y Capital p Markets Review Piper Jaffray was a top growth sector equity underwriter in 2013 completing 81 IPOs, Follow-ons & Convertibles, including 37 as a bookrunner
Most Active Growth Sector Equity Underwriters in 2013 (# of Deals) Growth Sector / ((URDs)) & Converts IPOs,, FOs/CMFOs Rank 1 2 3 4 5 6 7 7 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
Manager JPMorgan Goldman Sachs BofA Merrill Lynch Morgan Stanley C di Suisse Credit S i Barclays Bank Piper Jaffray & Co Deutsche Bank Citigroup Stifel Nicolaus & Co Jefferies W ll Fargo Wells F Securities S ii William Blair & Co Cowen & Co JMP Securities LLC Canaccord Genuity Needham & Co Inc Leerink Swann & Co RBC Capital C i l Markets M k Oppenheimer & Co UBS Securities Inc Robert W Baird & Co Roth Capital Partners Raymond James & Associates Inc BMO Capital Markets
Bookrun Market Deal Value Number Number Share ($B) 155 149 27.9% $71.4 137 132 24.6% $72.9 125 118 22.5% $58.4 119 114 21.4% $60.2 109 101 19 6% 19.6% $45 1 $45.1 90 76 16.2% $48.4 81 37 14.6% $18.5 81 70 14.6% $40.7 80 70 14.4% $42.5 78 27 14.0% $14.3 75 63 13.5% $18.6 71 47 12 8% 12.8% $30 0 $30.0 69 15 12.4% $16.2 66 31 11.9% $6.5 58 6 10.4% $7.2 57 13 10.3% $5.8 56 10 10.1% $7.0 49 28 8.8% $5.3 47 18 8 5% 8.5% $30 5 $30.5 42 7 7.6% $6.4 41 22 7.4% $19.3 39 10 7.0% $13.8 37 12 6.7% $2.1 36 7 6.5% $10.8 35 10 6.3% $7.9
Source: Dealogic & Piper Jaffray ECM Includes deals greater than $10 million in deal size 39 Growth Sectors Include: Business Services, Clean Tech, Consumer, Healthcare, TMT Excludes CEFs, BCC/SPACs, PIPE/RDs, EDPs, Block Trades, Reg D / Reg S, and US Bank referral transactions
Growth Sector IPOs Rank 1 2 3 4 5 6 6 8 9 10 11 12 13 13 15 16 16 18 18 18 21 21 23 24 24
Manager BofA Merrill Lynch JPMorgan Goldman Sachs Credit Suisse M Morgan S Stanley l Piper Jaffray & Co Stifel Nicolaus & Co Barclays Bank Deutsche Bank Citigroup William Blair & Co W ll Fargo Wells F Securities S ii Jefferies Cowen & Co Leerink Swann & Co UBS Securities Inc BMO Capital Markets Raymond James & Associates Inc JMP Securities S i i LLC Needham & Co Inc Robert W Baird & Co Pacific Crest Securities Inc Oppenheimer & Co Wedbush Morgan Securities Inc RBC Capital Markets
Bookrun Market Deal Value Number Number Share ($B) 43 43 35.0% $20.7 42 42 34.1% $19.0 40 40 32.5% $19.6 37 36 30.1% $13.6 34 34 27 6% 27.6% $18 2 $18.2 32 11 26.0% $9.5 32 8 26.0% $5.6 29 27 23.6% $16.4 28 26 22.8% $16.0 24 22 19.5% $12.7 23 4 18.7% $6.6 21 14 17 1% 17.1% $11 2 $11.2 20 15 16.3% $8.1 20 7 16.3% $2.1 19 12 15.4% $1.7 17 11 13.8% $11.0 17 6 13.8% $3.0 16 2 13.0% $7.2 16 1 13 0% 13.0% $1 5 $1.5 16 1 13.0% $1.8 15 3 12.2% $6.8 15 1 12.2% $2.2 14 1 11.4% $2.6 12 0 9.8% $1.3 12 6 9.8% $11.2
Select 2013 Piper p JJaffrayy Bookrun Offerings g #
$190,095,000
#
#
$28,760,063
$177,750,000
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#
#
$120,796,007
#
$73,968,000
$138,000,000
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CMFO (URD)
CMFO (URD)
Follow-on
Follow-on
IPO
IPO
December 2013
December 2013
December 2013
December 2013
November 2013
November 2013
#
ARWR
$104,687,500
$97,175,000
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#
#
$64,000,002
#
$86,250,000
$27,708,241
IPO
PIPE
IPO
CMFO (URD)
IPO
October 2013
October 2013
October 2013
September 2013
September 2013
$74,218,700
$30,187,500
#
HNSN
$147,857,145
$52,135,200
$65,550,000
$39,268,293
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CMFO (URD)
IPO
CMFO (URD)
IPO
PIPE
September 2013
September 2013
August 2013
August 2013
August 2013
July 2013
$138,339,011
#
#
#
$66,000,000
$50,910,500
$110,892,852
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Follow-on Follow on
IPO
CMFO (URD)
IPO
July 2013
July 2013
July 2013
June 2013
#
$14,375,000
#
$16,500,000
#
$28,100,000
#
$98,325,000
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September 2013
$146,625,000
F ll Follow-on July 2013 #
$118,521,875
$45,734,181
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Follow-on Follow on
Follow-on Follow on
Bought Deal
June 2013
June 2013
#
$90,000,000
CMFO (URD)
#
CMFO (URD)
#
$46,005,750
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October 2013
#
October 2013
$41,400,000
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#
CMFO (URD)
#
Bought Deal
#
$57,500,000
#
May 2013 #
$96,600,000
$80,873,750
$83,300,000
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Follow-on
Follow-on
Convertible
Follow-on
IPO
Follow-on
Follow-on
May 2013
May 2013
April 2013
April 2013
April 2013
March 2013
March 2013
#
Source: Dealogic & Piper Jaffray ECM Includes deals greater than $10 million in deal size Excludes Block Trades
#
#
$32,000,000
$51,750,000
$28,972,813
$10,500,000
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CMFO (URD)
IPO
CMFO (URD)
CMFO (URD)
February 2013
January 2013
January 2013
January 2013
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PJC J Provides Unparalleled p Aftermarket Support pp % of IPOs for which Bookrunner is a Top 3 Trader
Piper Jaffray provides unparalleled aftermarket
100%
100%
100%
96% 87%
support for its bookrun clients
86%
85% 75%
75%
69%
67%
65%
65%
63% 52%
50%
41%
25%
0% Piper Jaffray
RBC
UBS / Schwab
Jefferies Morgan Stanley
BAML
Cowen
JP Morgan
Baird
Deutsche Goldman Bank Sachs
Citi
Barclays
Wells Fargo
Supporting Our Clients in the Aftermarket Commitment to Aftermarket f k Trading Support
Corporate and d Venture Services
Piper Jaffray ff Conferences f and Corporate Events
Commitment to Ongoing Research Coverage
Non Deal Roadshows Non-Deal
Consistent Capital Markets Dialogue
M&A Idea Generation and Execution
Customer and Partner Introductions
International Support
Source: Autex Blockdata; Data as of December 31, 2013 Includes IPOs since 2006 Trading data is based on the first 12 months of trading Excludes passive bookrunner roles denoted by economics of less than 20% UBS/Schwab rankings included only on UBS bookrun transactions
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2013 Bookrun IPO Aftermarket Performance Rankings g Piperâ&#x20AC;&#x2122;s strong execution capabilities and commitment to aftermarket support has helped generate stock price appreciation
Average Bookrun IPO Aftermarket Performance 50.4% Leerink Swann & Co
Recent Select Piper Jaffray Bookrun IPOs $73,970,000
$138,000,000
49.5%
Goldman Sachs
47.4%
Morgan Stanley
45.9%
Wells Fargo Securities
45.3%
IPO
IPO
November 2013
November 2013
$97,180,000
$86,250,000
JPMorgan
41.5%
IPO
IPO
October 2013
October 2013
S if l Ni Stifel Nicolaus l &C Co
41 1% 41.1%
$41,400,000
$147,860,000
BofA Merrill Lynch
40.6%
Credit Suisse
40.4%
RBC Capital Markets
36.9%
Citigroup Jefferies
32.2% 29.3%
Deutsche Bank
29.2%
Source: Dealogic & Piper Jaffray ECM; Data as of 12/31/13 Includes IPOs greater than $10 million since 2013 (Excludes BCC/SPACs & CEFs) Excludes managers with less than 10 bookrun offerings
IPO August 2013
$65,550,000
$66,000,000
34.1%
Barclays Bank
UBS Securities Inc
IPO September 2013
24.4%
42
IPO
IPO
August g 2013
JJulyy 2013
$110,890,000
$96,600,000
IPO
IPO
June 2013
April 2013
2013 Financial Sponsor p Equity q y Transactions $523,000,000
$540,000,000
$177,750,000
$120,800,000
A portfolio company of The Blackstone Group Follow On Offering
A portfolio company of The Blackstone Group Follow On Offering
A portfolio company of Catterton Partners Follow On Offering
A portfolio company of Lone Star Funds Follow On Offering
Co-Manager December 2013
Co-Manager December 2013
Co-Manager December 2013
Bookrunner December 2013
$86,300,000
$120,800,000
A portfolio company of Austin Ventures Initial Public Offering
A portfolio company of American Securities Initial Public Offering
Bookrunner October 2013
$147,900,000
$146,600,000
A portfolio company of North Bridge Growth Equity Block Trade
A portfolio company of The Compass Group Initial Public Offering
A portfolio company of Lone Star Funds Follow On Offering
Co-Manager October 2013
Bookrunner September 2013
Bookrunner August 2013
Bookrunner July 2013
$644,000,000
$110,890,000
$52,000,000(1)
$1,140,000,000
$56,000,000
A portfolio f li company off Tower T Three Partners Follow On Offering
A portfolio f li company off C Catterton Partners Initial Public Offering
A portfolio f li company off Stephens S h Capital Partners Bought Deal
A portfolio tf li company off Berkshire B k hi Partners Initial Public Offering
A portfolio tf li company off ABS Capital / NEP Follow On Offering
Co-Manager July 2013
Bookrunner June 2013
Bookrunner June 2013
Co-Manager June 2013
Co-Manager June 2013
$118,500,000
$1,089,500,000
$667,000,000
$83,300,000
A portfolio company of J.W. Childs Follow On Offering
A portfolio company of 3i Group/TPG Capital Initial Public Offering
A portfolio company of Chicago Growth Partners Has completed a Series C Capital Raise
A portfolio company of The Blackstone Group Initial Public Offering
A portfolio company of Lone Star Funds Follow On Offering
Bookrunner June 2013
Co-Manager May 2013
Placement Agent April 2013
Co-Manager March 2013
Bookrunner March 2013
(1) Represents approximate value as the block was not officially printed
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