alibaba sets table for china spacs - the deal · in china, regulators limit the number of ipos...

Small-cap and microcap companies returned to the private-investment-in-public-equity market in the third quarter, as investors appeared to shrug off concerns about liquidity that plagued the market in recent years.

The improvement in the PIPE market came despite declines in small-cap stocks in general. The Russell 2000 Index of small cap stocks declined 8.65% during the quarter.

Overall, companies executed 275 PIPE transactions, raising $11.4 billion, according to PrivateRaise, The Deal’s data service that tracks the PIPE market. That compares to 267 PIPEs that raised $10.2 billion in the year-earlier quarter. The figures exclude private place-ments that raised less than $1 million and those by for-eign companies that only trade over the counter in the U.S.

It was the most PIPEs in a third quarter since 2009 when there were 303 worth $8.56 billion.

Unregistered PIPEs, which are most sensitive to li-quidity concerns, showed the biggest improvement, with 201 deals worth $6.92 billion.

That compares with 174 deals worth $3.04 billion in

the same period of 2013. It was the most unregistered PIPEs in a third quarter since 2009 when 210 deals raised $6.18 billion.

“Fund managers are telling us they still hate the il-liquid stuff, but there is an appetite for unregistered PIPEs,” said Kerry Propper, CEO of investment bank Chardan Capital Markets LLC. “What you’re giving up in liquidity, you’re gaining enough in value to make up for it.”

Chardan helped arrange five PIPEs during the quar-ter, worth a total of $78.8 million, according to Privat-eRaise. Those include a $10 million investment by Crede Capital Group LLC in biotech company 22nd Century Group Inc. (XXII) last month and Empery Asset Manage-ment LP’s $4 million investment in energy technology company Ener-Core Inc. (ENCR).

The increase in unregistered deals has come despite the perception of weakness in the small-cap and micro-cap market, Propper said.

“The Russell is down on the year and microcaps have performed badly,” he said. “I’m not sure we’re seeing a

Complete index to the latest news page 2

The success of Chinese e-commerce giant Alibaba Group Holding Ltd. (BABA)’s $22 billion initial pub-lic offering may result in more private Chinese companies seeking business combinations with U.S.-listed special purpose acquisition companies.

In China, regulators limit the number of IPOs allowed on their markets. Because of that, Chinese companies that want to go public may look to merge with U.S.-listed SPACs, said Phil Goldstein, man-ager of Bulldog Investors, a Saddle Brook, N.J.-based fund manager that frequently invests in SPACs.

SPACs are blank check companies that raise money in IPOs that they use to acquire operating com-panies. Typically, SPACs are sponsored by private equity firms or hedge funds that use their expertise to identify acquisition targets in an industry, region or niche they are familiar with.

As evidence of the emerging trend, Goldstein cited Sino Mercury Acquisition Corp. (SMACU)’s re-cent $40 million IPO, CIS Acquisition Ltd. (CISAW)’s Sept. 16 merger with Delta Technology Holdings Ltd. and the pricing of DT Asia Investments Ltd.’s (CADTU) $60 million IPO on Sept. 30.

Sino Mercury is sponsored by Jianming Hao, a principal of Beijing CAC Capital, Richard Xu, a prin-

Alibaba sets table for China SPACsby dan lonkevich

i n t h i s e d i t i o n

CHINA SPACS continued on page 5 >

by dan lonkevich

trina solar raising $100M for new projects, expansion Trina Solar Ltd., a Chinese maker of photovoltaic modules and provider of related services, said it is raising $100 million from a private placement of convertible debt to develop new solar power projects and expand manufacturing capacity. China-based Trina is issuing five-year notes that will pay a 4% coupon and convert into American depositary shares at $14.6875 each. Each ADS is the equivalent of 50 ordinary shares of Trina. The conversion price of the notes reflects a 25% premium over a pre-negotiated ADS price of $11.75. Trina fell 82 cents to $11.25 in trading after the pricing was announced, giving it a market value of $825.3 million.page 9

Q3 PIPES continued on page 4 >

PIPEs surge on muted liquidity concernsUnregistered deals return

N E w s , I N f o r m a t I o N a N d a N a l y s I s o f s m a l l C a P E q u I t y f I N a N C E

TUESDAY

OCTOBER 7, 2014

VOLUME III, NO. 32

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INDEX

MARKET UPDATE01 PIPE market surges in third quarter on muted liquidity concerns.

01 Alibaba IPO may lead more Chinese companies to merge with U.S. SPACs.

06 Wayfair raises $319M in Big Board debut.

07 DELiA*s up for sale.

DEALFLOW09 Trina Solar raising $100M in note offering for new projects, expansion.

10 Radius Health raises $50.2M for drug development.

10 Bone Biologics goes public in reverse merger.

10 Arias leads C$30M financing by Largo Resources.

11 Quartet holders OK $294.3M Pangaea acquisition.

11 6D Global reverse merges, raises $4.5M in PIPE.

REGULATORY UPDATE12 Electronic Game Cards’ former CEO, CFO ordered to pay $29.6M.

13 China Valves, officers accused of fraud in 2010 acquisition.

13 SEC halts trading in Nudg Media after stock promotion.

DATES & DEADLINES14

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MARKET UPDATE

risk-on change in attitude, but there’s kind of a speculative fever.

“Some of our unregistered deals have per-formed really well and that invites more invest-ment,” he said.

Eleazer Klein, a partner with the law firm of Schulte Roth & Zabel LLP, said that he too has noticed a change in investor attitudes about li-quidity.

“Investors have more comfort in doing an il-liquid deal with a company they like,” he said. “There was a much greater reluctance to do such deals in the past,” especially in the years after the financial crisis.

Pre-crash there was little concern about li-quidity because the terms were always gener-ous enough to offset the risk, he said. “I don’t know if we’re back there yet. Investors are say-ing they like the economy and if they like the company they’re willing to take on more liquid-ity risk in the right circumstance.”

Schulte Roth advised investors on 18 PIPEs worth $488.6 million during the quarter, includ-ing private placements of stock and convertible debt by oil tanker operator DHT Holdings Inc. (DHT) that raised a total of $300 million last month.

“I don’t think the liquidity concerns about PIPEs have gone away but maybe they’ve be-come a little muted, especially for a compelling story or the right economics,” said Jack Hogo-boom, a partner at the law firm of Lowenstein Sandler LLP in Roseland, N.J., in an e-mail.

Lowenstein Sandler advised either the is-suer, the investor or the placement agent on eight PIPEs worth $196.7 million in the quarter, including a private placement of $92 million in stock by Diana Containerships Inc. (DCIX) in July and a $35.7 million PIPE by RestorGenex Corp. (RESX).

Small cap companies continue to be ham-strung by Securities and Exchange Commission rules that make it harder for them to raise capi-tal in the public markets, Hogoboom said. Those include the so-called baby shelf rules that limit the amounts that smaller companies can raise under shelf registration statements, and the well-known seasoned issuer rules which allow larger companies to issue securities without going through the regular registration process.

“Unless those rules change, some of those

companies will have no choice but to use the PIPE structure,” Hogoboom said.

The PIPE market is seeing more structured deals as investors are looking for closer to a guaranteed return than they can get in regis-tered offerings, said Joseph Smith, a partner with the law firm of Ellenoff Grossman & Schole LLP in New York.

The firm advised either the placement agent, issuer or investor on 20 deals worth $169.7 mil-lion in the quarter, including a $40 million pri-vate placement of convertible preferred stock by the special purpose acquisition company Hennessy Capital Acquisition Corp. (HCAC) last month and Sabby Management LLC’s $20 million investment in StemCells Inc. (STEM) in July.

At least one observer speculated that Ali-baba Group Holding Ltd. (BABA)’s $22 billion initial public offering may have helped boost the PIPE market.

“Supposedly it takes an oil tanker 10 miles to break before it pulls into port; it is that big and disruptive,” said Mitchell Littman, founding partner of the law firm Littman Krooks LLP, in an e-mail. “So when an enormous deal like Ali-baba hit, it got so much attention (among other things the enormous press on how rich the early investors would become), that it reiterated to the market that betting on the right start up could reap big rewards. So seeing an uptick in private placements like that does not surprise me.”

The number of registered private place-ments, including confidentially marketed pub-lic offerings, declined during the quarter to 74 deals worth $4.51 billion from 93 deals worth $7.15 billion a year earlier. The recent period saw the fewest number of registered deals in a third quarter since 2011 when 64 registered PIPEs raised $3.25 billion.

Only 16 CMPOs worth $422.5 million were announced in the recent period, compared with 26 worth $1.05 billion, a year earlier.

The number of at-the-market offering facili-ties also fell to 30 deals worth up to $3.69 bil-lion from 37 worth $5.68 billion, a year earlier.

The number of equity-line PIPEs increased to 22 worth as much as $246.2 million from 16 worth $518.1 million, a year ago.

The decrease in registered direct offerings and CMPOs probably has to do with how accom-modative the market has become to follow-on

public offerings, said Charles Mather, co-head of equity capital markets at Janney Montgom-ery Scott LLC.

The investment bank helped arrange a $100 million ATM facility for asset management firm Medley Capital Corp. (MCC) in August and an $11.5 million CMPO for social network operator MeetMe Inc. (MEET).

“People have been more willing to do tradi-tional follow on offerings,” Mather said. “The risks associated with being out public is less because the market is more accommodative.

“The idea behind CMPOs was that you could build a book quietly and not have to face a large discount,” he said. “The perceived difference between the discounts in CMPOs and follow-ons has lessened.”

The biggest PIPE of the quarter was Coca-Cola Co. (KO)’s $2.15 billion strategic invest-ment in Monster Beverage Corp. (MNST) in August.

Other mega-PIPEs included helicopter ser-vice provider CHC Group Ltd. (HELI)’s $500 mil-lion private placement of convertible preferred stock with private equity firm Clayton Dubilier & Rice Inc. in August, and online travel service Priceline Group Inc. (PCLN)’s $500 million stra-tegic investment in convertible debt from Chi-nese online travel service Ctrip International Ltd. (CTRP).

Some at-the-market offering facilities were arranged for potentially larger dollar amounts, although ATM facilities are rarely fully taken down.

The largest ATMs will allow Plains All Amer-ican Pipeline LP (PAA) to issue up to $900 mil-lion in stock and DCP Midstream Partners LP (DPM) to raise up to $500 million.

Healthcare companies were once again the most active issuers of PIPEs, with 70 deals worth a total of $1.23 billion. The biggest healthcare deal was a $125.6 million private placement of convertible debt by Molina Healthcare Inc. (MOH) last month. The Long Beach, Calif.-based company provides services to help states man-age Medicaid programs.

The energy industry was the second-most active in the PIPE market, with 43 deals worth $2.65 billion.

Technology companies were close behind with 40 deals worth $942.5 million.

< Q3 PIPES from page 1

CONTINUED >



MARKET UPDATE

cipal of Lodestar Investment Holdings Corp., and Amy He, the principal of True Precision Investments Ltd.

The IPO was underwritten by Cantor Fitzgerald & Co.

The SPAC said it will look for a business combination with a Chinese company in the microcredit, financial leasing or guarantor businesses.

DT Asia Investments is sponsored by Hong Kong financier Winnie Ng’s DeTiger Holdings Ltd. The SPAC has said it will look to acquire an operating business in Asia, with an empha-sis on China.

DT Asia’s IPO was underwritten by Early-BirdCapital Inc.

DT Asia CEO Stephen Cannon was previ-ously CFO and vice president of acquisitions for the SPAC Hambrecht Asia Acquisition Corp., which merged in 2010 with a Hong Kong-based maker of computer monitors and other display products. The company is now called SCOGO Group Ltd. (SGOC).

China SPACs “will have to overcome” the negative attitudes of some U.S. investors who were previously burned by alleged frauds in-volving Chinese companies that went public in the U.S. through reverse mergers, Goldstein said. Those include Sino-Forest Corp., which

filed for bankruptcy in Canada after being accused of overstating its timber assets and revenue in 2012, and Longtop Financial Tech-nologies Ltd., a Hong Kong-based software company that exaggerated its profit margins.

While the rash of fraud allegations mainly involved reverse merger companies, at least one involved a former SPAC with a Chinese connection.

Tile Shop Holdings Inc. (TTS), which went public in a 2012 merger with a SPAC, was ac-cused of accounting fraud last year by short seller Gotham City Research. Minneapolis-based Tile Shop was accused of failing to disclose a related-party relationship with a Chinese supplier who was linked to the broth-er-in-law of Tile Shop CEO Robert Rucker.

Gotham also said that Tile Shop could be forced to restate its financial results and that its margins were unusually high, compared with its peers.

Tile Shop denied the allegations about its earnings and margins, but conceded that it had only been recently made aware of the related-party transactions. The company sev-ered ties with its Chinese supplier while it in-vestigated the transactions.

Tile Shop had merged in 2012 with the SPAC JWC Acquisition Corp., which was sponsored by private equity firm J.W. Childs Associates LP. The SPAC’s 2010 IPO was underwritten by

Citigroup Global Markets Inc., I-Bankers Se-curities Inc., Ladenburg Thalmann & Co. and Maxim Group LLC.

Citigroup, Piper Jaffray Cos., Robert W. Baird & Co., Telsey Advisory Group and CJS Securities Inc. underwrote a secondary of-fering.

Tile Shop is still facing a class action law-suit by shareholders. The company has filed a motion to dismiss the suit.

Representatives of Tile Shop did not return a call seeking comment.

“Not all China companies are frauds,” Goldstein said. “Delta Technology looks like a real company.”

China-based chemical maker Delta, which recently agreed to merge with CIS Acquisi-tion, had the backing of venture capital firms Kleiner Perkins Caufield & Byers and Korea Investment Partners.

“The [SPAC] industry has been in hiber-nation since about 2010,” said George Kauf-man, a managing director at Chardan Capital Markets LLC in New York, who helped under-write CIS Acquisition’s IPO and advised on the merger. “Alibaba will be considered as a re-opening of the door.”

Chardan is already seeing an influx of Chi-nese companies interested in merging with

< china spacs from page 1

“It will be interesting to see how the fourth quarter pans out, given the recent increase in volatility,” Janney’s Mather said.

He attributed the increased volatility to in-vestors’ concerns about the slowing economy in Europe, geopolitical problems in the Mideast and Ukraine and even the first U.S. case of the Ebola virus in Texas.

“Assuming the increased volatility is tran-sitory, the fourth quarter should continue the trends we’ve seen over the past year with con-tinued interest in new issuance,” he said.

If volatility proves longer lasting, he said investors may become risk averse and less in-clined to invest in illiquid companies without significantly larger discounts.

“All of our bankers insist they have a ton of

deals coming in the fourth quarter,” said Elle-noff Grossman’s Smith. “They always say that and sometimes it’s true, but they swear we’re going to be swamped.”

H.C. Wainwright & Co. Inc. was the most active PIPE placement agent during the third quarter. The New York-based firm, which is led by former Rodman & Renshaw LLC vice chair-man Michael Vasinkevich, helped arrange nine deals worth $114.3 million. Those included a $62.3 million private placement of stock by La Jolla Pharmaceutical Co. (LJPC) in July.

Cowen & Co. LLC was the next-most active, arranging seven deals worth a total of $147.9 million. It also arrange a $35 million ATM facil-ity last month for biotech company Alimera Sci-ences Inc. (ALIM).

Maxim Group LLC also arranged seven PIPEs in the quarter, for a total of $86.5 million. It also

was one of the banks that underwrote Medley Capital’s ATM.

Sabby Management, the investment man-ager run by Hal Mintz, led all PIPE investors, with eight deals worth $29.45 million. The Up-per Saddle River, N.J.-based firm invested more than $16 million in private placements of con-vertible preferred stock and convertible debt from MELA Sciences Inc. (MELA) in July.

Downsview Capital Inc., the Northbrook, Ill.-based firm run by Mitchell Kopin, was the next-most active PIPE investor, putting a total of $3.9 million into seven PIPEs. Its largest deal in the quarter was a $2.11 million investment in BSD Medical Corp. (BSDM) in July.

Chicago-based Equitec Group LLC made six PIPE investments, totaling $880,000. Those in-cluded a $500,000 investment in BSD Medical’s private placement of stock. n

cOnTinUED >

< prEviOUs



MARKET UPDATE

U.S.-listed SPACs, Kaufman said. “We haven’t accepted any new clients,” he

said. “We’re reviewing proposals. We’re a fair litmus test with a track record for success. Others are probably being inundated with similar proposals.”

While Chardan advised CIS Acquisition on the merger, Delta Technology was advised by Michael Segal, CEO of Halcyon Cabot Part-ners Ltd.

“Besides Delta, which came to the market

very quickly, there have been a number of Chinese companies that have inquired with us about going public by merging with U.S.-listed SPACs,” Segal said. “We’ve seen a big pick-up and a lot of it’s because of Alibaba.”

Delta Technology CFO Richard Yan said Al-ibaba’s IPO succeeded because the company is well known and understood.

Alibaba is “a transparent company like Delta,” Yan said. “It’s well positioned in the market. We are quite transparent. Our book was quite clean. We had a strong professional team supporting us, which allowed us to close

the deal in about five weeks.”Other private Chinese companies that are

considering going public by merging with U.S.-listed SPACs should follow Delta’s ex-ample, he said.

“It’s very important for them to do things the right way and be as transparent as pos-sible and open to the investing public,” Yan said. “That’s what we did.”

After Chinese companies reestablish themselves through greater transparency, U.S. investors will welcome them back, he said. n

Wayfair Inc., the Boston-based retailer of home furnishings betting its future on a thriv-ing e-commerce environment, raised $319 mil-lion in its initial public offering on Thursday after pricing its shares above the expected range.

“As the market is shopping online we’re capturing a disproportionate share of that mar-ket,” Wayfair CEO Niraj Shah said in a phone interview. “It’s such a big market and there’s so much running room.”

The online furniture retailer, founded in 2002 as CSN Stores LLC, offers a wide array of home furnishings via its Wayfair.com, Joss & Main, Allmodern, DwellStudio and Birchlane brands.

Its competitors include furniture stores such as Ashley Furniture Industries Inc.; big box retailers such as Bed, Bath & Beyond Inc. (BBBY), Home Depot Inc. (HD), Ikea and Target Corp. (TGT); department stores like Macy’s Inc. (M); specialty retailers including Crate and Barrel and Ethan Allen Global Inc. (ETH); as well as online marketplaces like Amazon.com Inc. (AMZN).

Wayfair announced late Wednesday the pricing of 11 million shares of Class A common stock at $29 per share, exceeding the $25 to $28 per share anticipated range.

Shares of Wayfair—now listed on the New York Stock Exchange under the symbol W—

soared about 24%, to $35.99, in first-day trad-ing Thursday afternoon.

Wayfair’s debut on the U.S. market follows Chinese e-commerce company Alibaba Group Holding Ltd.’s (BABA) monster IPO on Sept. 19, in which it raised nearly $22 billion and sur-passed Visa Inc. (V) as the biggest U.S. offer-ing. Visa raised $17.9 billion in 2008.

Wayfair is offering 10.5 million shares, while stockholders are selling the remaining 500,000.

Net proceeds of the offering are expected to amount to about $283 million and may be used for acquisitions or investments in complemen-tary technologies and businesses, dividends to preferred stockholders, working capital and other corporate purposes.

“The primary goal is to raise cash to bolster the balance sheet, not necessarily to redeploy it right away,” Shah said. “We’re very open to making acquisitions, but we have historically grown organically. A lot of it is more of the same—improving the customer experience, growing our private label, while we also gain more and more customers.”

The company had cash and cash equiva-lents of approximately $87.8 million as of June 30.

Potential acquisitions would have to fit Wayfair’s approach, the chief executive said, noting the company’s Aug. 2, 2013, purchase of New York-based modern home furnishings

catalog and e-commerce retailer DwellStudio Holdings LLC for $6.4 million in cash, plus as-sumed liabilities.

While adding a popular lifestyle brand, DwellStudio aligned with the company’s strat-egy of launching proprietary product lines in new market categories.

Following the offering, Wayfair backers Great Hill Partners LLC, HarbourVest Partners and Battery Ventures will own 11.04%, 6.8% and 5.9% of Class B shares, respectively.

Wayfair co-founders Shah and Steve Conine will each own 28.8% of Class B shares.

Underwriters have a 30-day window to purchase an additional 1.65 million shares of Class A common stock from the selling stock-holders.

Goldman, Sachs & Co. is acting as lead bookrunner on the offering, while Bank of America Merrill Lynch and Citigroup Inc. are acting as joint bookrunning managers. Allen & Co. LLC, Pacific Crest Securities, Piper Jaffray & Co., Wells Fargo Securities LLC, Canaccord Genuity, Cowen and Co. and Raymond James are acting as co-managers.

Latham & Watkins LLP is advising Wayfair, and Ropes & Gray LLP is serving as counsel for the underwriter.

During the six months ended June 30, Way-fair generated about $574 million in revenue, up from $383.2 million a year earlier. Its loss widened to $51.4 million, from $8.3 million. n

Wayfair raises $319M in Big Board debut

by sarah pringle

< Previous

Boston-based online home furnishings retailer could use proceeds for acquisitions



MARKET UPDATE

DELiA*s Inc. (DLIA) has put up a “for sale” sign and rumors have surfaced that the trou-bled New York-based retailer is in talks with a strategic buyer.

The chain of clothing stores for teenage girls said Sept. 30 it has hired advisers to re-view strategic alternatives, including a sale of the company after receiving inquiries from in-terested parties. It also noted that it may still opt to pursue debt or equity financing options instead of an M&A deal.

Financial advisers from Janney Montgom-ery Scott LLC and legal advisers from Honig-man Miller Schwartz and Cohn LLP will guide the strategic review, the company said.

The Honigman team includes Michael Ben, Donald Kunz, John Kanan and Melanie VanAn-twerp, The Deal has learned.

While rumors have surfaced that dELiA*s could be sold to a strategic buyer, sources said they expect that, if the troubled apparel retailer can actually find a buyer, a private equity firm would be more likely than a strategic acquirer.

According to Howard Davidowitz, chairman of national retail consulting and investment banking firm Davidowitz & Associates Inc., the retailer’s small size could dampen its appeal to potential buyers.

“There’s not enough meat on the bone,” Davi-dowitz said by phone, adding, “I think a company of this size is going to be much less attractive [for a deal] outside of bankruptcy because of its lack of critical mass.”

As Davidowitz sees it, dELiA*s has a range of options, from the worst-case scenario of bank-ruptcy to the best-case scenario of an M&A deal.

Davidowitz noted that the company’s teen retailer competitors, which include Aeropostale Inc., American Eagle Outfitters Inc. and Aber-crombie & Fitch Co., are not performing well. Since they are in a store-closing mindset, they would be unlikely to buy another retail chain and add on more stores, he said.

Aeropostale inked a $150 million financing and strategic partnership deal with consumer and retail-focused private equity firm Sycamore Partners LLC in May, which got the company “out of hot water,” in Davidowitz’s words.

That PE firm also picked up poorly perform-

ing women’s clothing retailer Talbots Inc. for $369 million, including the assumption of debt in 2012, proving that it’s not afraid of turnaround situations under the right circumstances.

One current investor in dELiA*s, who asked not to be named, pointed to Sycamore as one PE firm that is on the hunt for retail acquisitions and could be a fit for dELiA*s.

Davidowitz noted that Sycamore has a lot to offer in terms of its central operations that can help its buyout targets cut costs, but he remains skeptical.

“Would Sycamore be interested in something this small?” he asked.

Representatives at Sycamore couldn’t be reached for comment.

“The company has to go through some kind of restructuring to go forward,” Davidowitz con-cluded.

DELiA*s warned in a quarterly report filed with the Securities and Exchange Commission on Sept. 16 that it expects to run out of liquidity to meet its cash requirements in the next 12 months absent additional funds.

The current investor, who asked not to be named, remained optimistic about the company’s financing prospects.

“This has always been a bet on [CEO] Tracy Gardner, and it seems like there are people who are willing to make a bet on her in a private set-ting,” the investor said by phone, referring to the company’s revelation that potential acquirers are knocking at its door.

That investor noted that dELiA*s still has

friends and believers in the retail space, citing Morris Goldfarb’s participation in a February private placement sale of preferred stock.

Goldfarb is chairman and CEO of retailer G-III Apparel Group Ltd.

The company’s stock, which is listed on the Nasdaq, rose 11.55% on the news of the strategic review, closing at 26.8 cents with a market cap of $17.06 million on Sept. 30 after closing at 24 cents the previous day.

The company explained in its Sept. 30 statement that no formal or binding offers have been made, and said there is no time-table for the strategic review.

“Management remains focused on execut-ing its strategic plan and laying the ground-work to develop a more relevant, engaging

and integrated customer experience across our omni-channel platform,” Gardner said in the statement. “At the same time, we are focused on optimizing our working capital and continue to look for opportunities to leverage cost efficien-cies. We maintain our belief that dELiA*s can fulfill its potential as an authentic brand with a unique competitive position in the marketplace.”

DELiA*s replaced a five-year, $25 million re-volving credit facility from GE Capital Corp. with a four-year, $30 million revolving credit facility from Needham Heights, Mass.-based Salus Capi-tal Partners LLC in June 2013, and later reduced the cap on the Salus loan to $25 million.

GE Capital’s corporate retail finance division also provides the company with a $15 million let-ter of credit facility, which includes a cash collat-eral requirement to support the letters of credit issued under the facility.

The company has $8.3 million in restricted cash that serves as collateral for those borrow-ings.

The company recorded $75.59 million in as-sets and $37.55 million in liabilities as of Aug. 2, according to the Sept. 16 quarterly report.

The Salus facility bears interest at either 6.25% or an unspecified base rate plus 300 basis points, whichever is higher, and matures on June 14, 2017. The loan, which does not include any fi-nancial covenants, is secured by substantially all of the company’s assets.

A company spokesman didn’t respond to re-quests for comment. n

DELiA*s up for saleby lisa allen




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row seat of the deliberations of the most influential investors and dealmakers as they discuss

the prospects for regions, sectors and companies from value-enhancing M&A activity.

http://www.thedeal.com/knowledge/de14120414.php

http://www.thedeal.com/

http://www.thedeal.com/dealeconomy2014/

DEALFLOW

Trina Solar Ltd. (TSL), a Chinese maker of photovoltaic modules and provider of related services, said it is raising $100 million from a private placement of convertible debt to develop new solar power projects and expand manufacturing capacity.

Changzhou, China-based Trina is issuing five-year notes that will pay a 4% coupon and convert into American depositary shares at $14.6875 each. Each ADS is the equivalent of 50 ordinary shares of Trina.

The conversion price of the notes reflects a 25% premium over a pre-negotiated ADS price of $11.75.

Trina fell 82 cents to $11.25 in mid-afternoon trading on the New York Stock Exchange, after the pricing was announced Oct. 1, giving the com-pany a market value of $825.3 million.

If all of the notes are converted, they will represent about a 10.3% stake in Trina based on its closing price of $12.07 as of Sept. 30.

The notes are being sold to qualified institutional buyers under a Rule 144A transaction, which means it is only open to institutions with at least

$100 million of assets. Underwriters include Deutsche Bank AG, Barclays Capital Inc., Credit

Suisse Group LLC and Roth Capital Partners LLC.In a related transaction, Trina also priced an offering of 10.3 million

ADSs at the same $11.75 price. The company will issue 2.5 million of those ADSs and loan another 7.8 million ADSs to affiliates of the under-writers of the notes.

The sale of the borrowed ADSs is intended to facilitate hedging trans-actions by investors in the notes, Trina said. The borrowers will be re-quired to return the ADSs by the maturity date of the notes.

Trina said it will receive a nominal lending fee for loaning the ADSs. The company also said that the borrowed ADSs won’t count as outstand-ing for purposes of calculating earnings under current generally accepted accounting principles and therefore won’t cause dilution.

This was the second Rule 144A transaction of the year for Trina. It pre-viously raised $150 million in a convertible note offering under Rule 144A in June. n

Trina raising $100M for projects, facilities expansionChinese solar power company is offering the convertible notes to institutional investors

by dan lonkevich



DEALFLOW

Radius Health raises $50.2M for drug development

Radius Health Inc. (RDUS) is raising $50.2 mil-lion in a confidentially marketed public offering of stock to fund development of investigational drug candidates, including a treatment for osteo-porosis and treatments for breast cancer.

The Waltham, Mass.-based company has been conducting Phase 3 trials of Abaloparatide to treat osteoporosis and in May submitted a breakthrough therapy designation request to the Food and Drug Administration, which can raise the possibility of early approval.

Radius Health said it is issuing 2.75 million shares priced at $18.25 each, reflecting a dis-count of 4.6%.

The amount being raised represents an 8.8% stake in Radius Health, which had a market value of $569 million before the financing priced.

Shares of Radius Health fell 31 cents to $18.83 in trading Thursday on the Nasdaq Global Market.

The offering was arranged by Jefferies LLC, Cowen & Co. LLC and Cantor Fitzgerald & Co. The law firm of Latham & Watkins LLP advised Radius Health, while Bingham McCutchen LLP advised the placement agents.

Radius Health granted the underwriters the option to sell an additional 412,500 shares to raise another $7.5 million to cover overallot-ments.

The company completed its initial public of-

fering in June, issuing 6.5 million shares at $8 each to raise $52 million.

In connection with the IPO, all of the shares of its convertible preferred stock converted into 19.47 million shares of common stock, and 2.86 million shares of common stock were issued in satisfaction of accumulated dividends accrued on the preferred stock.

In addition, all outstanding warrants to pur-chase shares of A-1 convertible preferred stock and warrants to purchase shares of series B-2 convertible preferred stock were converted into the right to purchase 149,452 shares of common stock and the company’s warrant liability was re-classified to equity.

The company has said that on June 18 and June 25 the underwriters of its IPO purchased an additional 512,744 shares by exercising a portion of the overallotment option granted to them in connection with the IPO.

The company had cash and cash equivalents of $48.7 million as of June 30, after posting a second-quarter loss of $12.6 million.

Bone Biologics goes public in reverse merger

Bone Biologics Corp., a biotech company devel-oping products to regenerate bone, went public through a reverse merger with a registered shell company and said it plans to raise $10 million in a private placement of stock and warrants.

Edison, N.J.-based Bone Biologics’ primary product is a recombinant human protein, called Nell-1, that can provide control over bone regen-eration, the company said in a Sept. 25 filing with the Securities and Exchange Commission. Bone Biologics is licensing the technology from Uni-versity of California, Los Angeles and is develop-ing the product for use in spine fusion procedures as its first application. Future uses may include procedures to repair fractures where osteosyn-thetics are required, hip and knee revision and the coating of implants.

The non-profit Musculoskeletal Transplant Foundation Inc., also based in Edison, is Bone Bi-ologics’ largest shareholder, with a 49.3% stake, and has a strategic alliance with the company. The foundation is the world’s largest supplier of bone provided by tissue donors. Bone Biologics said it will collaborate will the foundation to in-corporate Nell-1 into the foundation’s product line of natural bone graft substitutes.

Michael Schuler, the foundation’s vice presi-dent of new business development, is serving as interim CEO of Bone Biologics under a consulting agreement.

The shell company that Bone Biologics merged with, AFH Acquisition X Inc., was sponsored by Los Angeles-based AFH Holding & Advisory LLC. It’s now the combined company’s third-largest shareholder, with a 10.8% stake, and AFH’s prin-cipal Amir Heshmatpour is Bone Biologics’ sec-ond-largest shareholder, with 14.9%.

AFH Acquisition X is the fifth shell company created by AFH Holding that has been a party to a reverse merger. Other biotech or pharma com-panies that merged with AFH shells include Em-maus Life Sciences Inc. and Targeted Medical Pharma Inc. (TRGM), both in 2011. AFH Holding still has a dozen other shell companies registered with the SEC.

Shares of Bone Biologics have not yet traded.Bone Biologics hired Forefront Capital Mar-

kets LLC as its placement agent for the financ-ing.

Forefront will receive a cash fee equal to 8% of the gross raised in the private placement and five-year warrants to purchase a number of shares equal to 8% of those that will be sold in the private placement. That will exclude shares sold to investors introduced to Bone Biologics by AFH Holding. Forefront will only receive a 4% fee for shares sold to those investors. Also, Forefront can collect a 3% cash fee on any financing of non-convertible debt securities, the SEC filing said.

Since its startup in 2004, Bone Biologics has generated $8.4 million in losses. The company had $163 in cash on its balance sheet as of June 30.

Ann Lawrence with the law firm of DLA Piper LLP in Los Angeles advised Bone Biologics on the reverse merger. Bill Haddad of Reed Smith LLP in New York advised AFH.

Arias leads C$30M financing by Largo Resources

Private equity firm Arias Resource Capital Man-agement LP is leading a C$30 million ($27.4 mil-lion) private placement financing by Largo Re-sources Ltd. (LGO.V), which operates vanadium, tungsten and vanadium-iron mines in Brazil and Canada.

CONTINUED >



DEALFLOW

Arias, which already owns a 25.8% stake in Toronto-based Largo, will raise its ownership to 33.6% with the purchase of about C$15 million in stock and warrants. The investment is contingent on Largo raising C$15 million from other inves-tors, it said in a Sept. 26 statement.

Canadian mutual fund manager Mackenzie Investments is expected to invest about C$1.6 million, raising its stake in Largo from 15.5% to 17.7%.

Largo said some of its directors and officers may also buy up to 145,000 of the units that will be sold.

The company is selling 107.1 million units, each of which will consist of one share and one stock-purchase warrant, priced at 28 Canadian cents each. That was a 3.7% premium to the price where Largo shares closed Sept. 26 on the TSX Venture Exchange.

The stock sold in the private placement will represent an 11.5% stake in the company, based on its market capitalization of C$261 million as of Sept. 26.

The financing will fund development of Lar-go’s Vanadio de Maracas Menchen Mine in Brazil, Largo said.

New York-based Arias Resource invests in metals and mining companies, with a focus on Latin America. Founder and president J. Alberto Arias is a former Latin American mining analyst for Goldman, Sachs & Co. He is also on Largo’s board.

The company said its immediate goal is to ramp up production at the Vanadio de Maracas Menchen mine, which “boasts the highest grade vanadium deposit yet discovered and is expected to be a low cost producer.”

Largo has agreed to sell vanadium it produces to mining giant Glencore International plc.

Vanadium is primarily used as an alloy to strengthen steel and reduce its weight.

Largo has been an active issuer of private in-vestments in public equity over the years. It has previously raised at lest $175 million from nine PIPEs since 2008.

Quartet holders OK $294.3M Pangaea acquisition

Quartet Merger Corp. (QTET), the special pur-pose acquisition company that agreed to acquire

shipping company Pangaea Logistics Solutions Ltd. for $294.3 million in stock and cash, said its shareholders approved the merger at a special meeting Sept. 29.

The New York-based SPAC said 9.92 million shares were voted in favor of the agreement, 849,156 were voted against and there were no abstentions.

The shareholders also approved the compa-ny’s name change to Pangaea Logistics Solutions Ltd.

Pangaea is based in Newport, R.I., and has of-fices in Copenhagen, Athens, Rio de Janeiro and Singapore.

The shareholders also authorized Quartet to increase its number of common shares outstand-ing to 100 million from 15 million.

SPACs are blank-check companies that raise capital in IPOs that they use to acquire operating companies.

Quartet was sponsored by the hedge fund Crescendo Partners LP, which is run by Eric Rosenfeld. The SPAC raised $96.6 million in its IPO last November, which was underwritten by EarlyBirdCapital Inc.

Quartet has until Sept. 30 to complete a ten-der offer in which shareholders can either tender their shares for the cash value of $10.25 or con-vert their shares into shares of Pangaea.

Representatives of the company could not be reached for comment.

Rosenfeld and Crescendo also are sponsor-ing another SPAC, Harmony Merger Corp., which plans to raise up to $100 million in an IPO. The SPAC hasn’t disclosed a target business or indus-try.

6D Global reverse merges, raises $4.5M in PIPE

6D Global Technologies Inc. (SIXD), which con-trols several digital business and staffing con-sulting companies, completed a reverse merger and raised $4.55 million in a private placement.

The New York-based company sold 2.2 mil-lion shares for $2.07 each to unnamed investors, according to a Sept. 29 filing with the Securities and Exchange Commission.

Radnor Research & Trading Co. LLC acted as placement agent. It made a 10% commission on the sale of $3.5 million in stock, and is also en-titled to warrants totaling 15% of the placement at an exercise price of $2.21.

6D Global, simultaneous to the merger, also did a direct offering, selling $933,600 in stock.

6D Global shares jumped 18.5% Sept. 29 to close at $8.30. The stock was trading at $6.25 as of Friday.

The company also entered into a debt conver-sion transaction with its largest creditor, NYGG (Asia) Ltd. 6D Global issued 35.1 million shares in exchange for the retirement of $16 million in debt. The transaction makes NYGG 6D Global’s largest shareholder, with a 46% stake.

6D Global is comprised of Six Dimensions Inc., a provider of technology and staffing services; 6D Digital, which works in the fields of web con-tent, cloud solutions and mobile applications; and 6D Staffing, which provides contractors for hire in the IT sector, according to the company’s website.

6D Global merged into CleanTech Solutions Inc., a China-based manufacturer of structural towers for wind turbines, after the company sold off its China businesses to former officers and di-rectors. CleanTech changed its name to 6D Global Technologies Inc. earlier this year.

CleanTech made headlines in 2012 by suing the Nasdaq when the exchange notified the com-pany it intended to delist its shares. Nasdaq said that CleanTech was in violation of exchange regu-lations. CleanTech claimed it was being delisted because it was a Chinese company. The lawsuit was dismissed by a New York state court.

CleanTech was represented in the lawsuit by Fensterstock & Partners LLP and its partner, the late former Sen. Arlen Specter. Fensterstock eventually sued CleanTech in an attempt to col-lect its billings. Benjamin Wey, who paid the re-tainer on behalf of CleanTech, bought that debt from the law firm, according to merger filings.

Wey is the CEO of U.S.- and China-based ad-visory, venture capital and private equity invest-ment group New York Global Group. NYGG (Asia) is a unit of New York Global.

In January 2012, New York Global’s offices were raided by the FBI. No court actions have re-sulted from the raid to date.

Nasdaq told the company in September it in-tends to continue listing its shares until Dec. 5, and then review whether it is in good standing in terms of the exchange’s regulations. n

Have news that may be of interest to readers?Please email us at [email protected]

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RegulatoRy update

The former CEO and CFO of electronic game maker Electronic Game Card Inc. were ordered to pay more than $29.6 million after failing to re-spond to the Securities and Exchange Commis-sion’s charges that they claimed millions of dol-lars in revenue, investments and bank account balances that didn’t exist.

The SEC filed suit in 2012 against former CEO Lee Cole and former CFO Linden Boyne, claiming that they defrauded investors in the now-bank-rupt company that they ran from 2006 through 2009. The suit said that they claimed false reve-nue, investments and an off-shore bank account worth more than $10 million. These claims were supported with phony contracts and invest-ments in related entities that were affiliated

with Cole and Boyne, according to the commis-sion. The bank account did not exist.

The false claims helped push Electronic Game Card’s market valuation above $150 mil-lion, according to the SEC, allowing Cole and Boyne to make more than $12 million selling stock through Gibraltar-based entities they con-trolled.

Last year, Judge Richard Sullivan of the U.S. District Court in Manhattan entered default judgments against Cole and Boyne after the two British citizens failed to comply with previous court orders.

On Sept. 22, Sullivan ordered Cole and Boyne to disgorge $12.3 million plus $2.32 million in in-terest and for each to pay a civil penalty of $7.5 million. They are also banned from serving as

officers or directors of public companies or from participating in penny stock offerings.

Cole and Boyne could not be reached for comment.

The SEC’s lawsuit also named Kevin Dono-van, who served as Electronic Game Card’s CEO in 2009 and 2010, and its former outside auditor Timothy Quintanilla as defendants.

Donovan agreed to a settlement last year, ac-cepting a permanent ban from participating in penny stock offerings and a five-year ban from serving as an officer or director of a public com-pany.

The action against Quintanilla is still pend-ing.

The SEC revoked the registration of Elec-tronic Game Card shares last year. n

Electronic Game Cards’ former officers fined $29.6MFormer CEO and CFO didn’t respond to lawsuit claiming that they falsified revenue and contracts

by bill meagher

close print back < index > cover search viewclose print back < index > cover search view


RegulatoRy update

The Securities and Exchange Commission sus-pended trading in Nudg Media Inc. (NDDG) after the social media company, which went public through a reverse merger in April, was the subject of a paid stock promotion.

The SEC’s Oct. 1 order suspending trading cited concerns about publicly disseminated infor-mation about Nudg’s operations.

The stock may be eligible to trade again Oct. 15. It closed on Sept. 30 at 93 cents.

The Carson City, Nev.-based company purports to offer a customizable social media platform.

Nudg’s stock was been promoted on Crush-TheStreet.com, which was paid $15,000 for the campaign by Lake Group Media, according to a legal disclaimer on the online promotion.

Representatives of Lake Group could not im-mediately be reached for comment.

Nudg’s former CEO Gregory Rotelli has a his-tory of connections to microcap companies that were the subjects of paid promotions. He did stints as CEO or president for Toro Ventures Inc. (TORO), Razor Resources Inc. (RZOR), Indepen-

dence Energy Corp. (IDNG) and Rostock Ventures Corp. (ROSV), all of which were the subjects of paid promotions.

Rotelli resigned as CEO of Nudg in April, at the time of its reverse merger, and was replaced by Menachem Sofepr.

Neither Rotelli nor Sofepr could be reached for

comment.The SEC said that the Financial Industry Regu-

latory Authority and the U.S. Homeland Security Investigations directorate assisted it on its inves-tigation of Nudg.

SEC officials could not immediately be reached for comment. n

China Valves Technology Inc. (CVVT), two of its former CEOs and its CFO are accused by the Securities and Exchange Commission of mislead-ing investors about the price and nature of an acquisition the company made in 2010.

The Zhengzhou, China-based maker of industrial valves, former CEOs Siping Fang and Jianbao Wang and CFO Renrui Tang are named in a lawsuit the SEC filed Sept. 29 in U.S. District Court in Washington.

It claims that China Valves and its officers misstated the purchase price, misidentified the true seller and mischaracterized the deal’s structure and the role of related parties in the company’s acquisition of Watts Valve Changsha Co. Ltd. They are also accused of failing to dis-close an investigation of Watts for suspected violations of the Foreign Corrupt Practices Act and commissions that were not paid by the seller of the company because of the investigation.

Fang, Wang and Tang are also accused of falsely certifying that

China Valves’ financial filings were accurate and of aiding the company in making the false filings. In 2011, China Valves allegedly overstated income and understated liabilities incurred by its subsidiary, Shanghai Pudong Hanwei Valve Co., Ltd. The lawsuit says that Hanwei Valve pur-chased a valve with a plan to reverse engineer the product but, because of intellectual property concerns, disguised the payments for the valve as value-added tax payments to local tax authorities.

China Valves went public in the U.S. in a 2007 reverse merger with a shell company and raised almost $65 million in four different private placements from 2008 through 2011.

Trading in China Valves stock was suspended as the lawsuit was filed.

The shares last traded on Sept. 26 at 60 cents, implying a market capitalization of $21.7 million for the company. The stock has traded over the counter since China Valves withdrew its listing from the Nas-daq Global Select Market in 2012. n

China Valves, officers accused of fraud in acquisitionTwo former CEOs and China Valves’ CFO are also accused of misstating financials

by bill Meagher

by bill Meagher

SEC suspends trading in Nudg after stock promotionFormer CEO involved with numerous companies subject to paid stock promotions



DATES & DEADLINES

Important events coming up in the small-cap financing market:

• Viking Therapeutics Inc., a San Diego-based clinical-stage biopharmaceutical company, will price its $55 million initial public offering this week, according to Dea-logic plc.

The 5 million share offering will be priced from $10 to $12 a share. Oppenheim-er & Co., Roth Capital Partners LLC, Craig-Hallum Capital Group LLC, MLV & Co. LLC and Summer Street Research Partners are the underwriters.• HubSpot Inc., a Cambridge, Mass.-based cloud-based software developer, will price its $100 million IPO.

The 5 million share offering will be priced from $19 to $21 a share, with Morgan Stanley & Co. LLC, JPMorgan, UBS Securi-ties LLC, Pacific Crest Securities LLC, Ray-mond James & Associates Inc. and Canac-cord Genuity Inc. underwriting. • NeuroSigma Inc., a Los Angeles-based life science company, will price its $50 million IPO.

The 3.6 million share offering will price from $13 to $15 a share, with Jefferies LLC and Craig-Hallum underwriting.• USD Partners LP, a Houston-based lim-ited partnership focused on owning energy-related rail facilities, will price its $177 mil-lion IPO.

The 8.9 million share offering will price from $19 to $21 a share, with Citigroup Global Markets Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch, Evercore Group LLC, BMO Capital Markets Corp., Deutsche Bank Securities Inc., Goldman, Sachs & Co., RBC Capital Markets LLC and Janney Montgomery Scott LLC underwriting.• Dave & Buster’s Entertainment Inc., a Dallas-based restaurant chain, will price its $100 million IPO.

The 5.9 million share offering will price from $16 to $18 a share, with Jefferies LLC, Piper Jaffray & Co., William Blair & Co., Raymond James & Associates, Stifel, Ni-colaus & Co. and LOYAL3 Securities Inc. as the underwriters.

• Diplomat Pharmacy Inc., a Flint, Mich.-based specialty pharmacy chain, will price its $200 million IPO.

The 13.3 million share offering will price from $14 to $16 a share, with Credit Suisse, JPMorgan, Wells Fargo Securities LLC, Wil-liam Blair, Leerink Partners LLC and Mor-gan Stanley underwriting.• The BIO Emerging Biotechnology Investor Conference takes place Oct. 7 and 8 in San Francisco.• The Financial Industry Regulatory Author-ity holds its annual advertising regulation conference, Oct. 9 and 10 in Washington. • Credit Suisse Securities (USA) LLC pres-ents its Consumer Roundup, Oct. 16 in San Francisco.• The Aerospace Defense Government Con-ference will be held by Houlihan Lokey Oct. 16 in Washington.• Macquarie Securities holds its China Commodities Conference, Oct. 27 to 31 in Beijing, Chengdu and Shanghai. • Jefferies LLC holds its 4th Annual Asia Summit in Hong Kong, Oct. 29 and 30.• Mitsubishi UFJ Securities (USA) Inc. holds its Oil and Gas Tour, Nov. 3 to 6 in Houston.• Oppenheimer & Co. holds its 25th Annual Healthcare Conference, Nov. 5 and 6 in New York.• Robert W. Baird & Co. LLC presents its Industrial Conference in Chicago, Nov. 10 and 11. • Morgan Stanley & Co. holds its Global Chemicals and Agriculture Conference Nov. 11 and 12 in Boston.• Stephens Inc. hosts its Fall Investment Conference, Nov. 11 and 12 in New York.• Jefferies LLC presents its Global Energy Conference, Nov. 11 and 12 in Houston.• Credit Suisse Securities (USA) LLC pres-ents its Healthcare Conference, Nov. 11 to 14 in Scottsdale, Ariz.• Scotiabank’s Telecom & Cable Conference in Toronto takes place Nov. 12.• Mitsubishi UFJ Securities (USA) Inc. holds its Oil and Gas Conference Nov. 12 in New York.• Wells Fargo Securities LLC will hold its 5th Annual Technology, Media & Telecom-munications Conference on Nov. 12 and 13

in New York.• Bank of America Merrill Lynch hosts its Global Energy Conference, Nov. 12 to 14 in Miami.• The 3rd Annual Marijuana Business Con-ference & Expo takes place Nov. 12 to 14 in Las Vegas.• Scotiabank’s Energy Infrastructure Con-ference in Toronto takes place Nov. 13.• Morgan Stanley & Co. hosts its Global Chemicals and Agriculture Conference, Nov. 13 and 14 in New York.• Stifel holds its Healthcare Conference, Nov. 18 and 19 in New York.• Mitsubishi UFJ Securities (USA) Inc. hosts its Oil and Gas Conference, Nov. 18 in New York.• Scotiabank’s Energy Infrastructure Con-ference in Toronto takes place Nov. 18.• Mitsubishi UFJ Securities (USA) Inc. holds its Property REIT Conference, Nov. 19 in New York.• The Global Paper and Packaging Confer-ence, presented by Vertical Research Part-ners, takes place Nov. 19 in New York.• Keefe Bruyette & Woods Inc. holds its Brokerage & Market Structure Conference in New York, Nov. 20.• Credit Suisse Securities (USA) LLC pres-ents its Technology Conference, Dec. 1 to 4 in Scottsdale, Ariz.• Scotiabank’s Mining Conference in Toron-to takes place Dec. 2 and 3.• Mitsubishi UFJ Securities (USA) Inc. holds its Oil & Gas Conference, Dec. 3 in New York.• JPMorgan’s SMid Cap Conference takes place Dec. 10 and 11 in Chicago. n

How to usetHe dealFlow

RepoRt digital

This version of The DealFlow Report is based on eMprint. Readers can move around the publication using the naviga-tion bar at the bottom of the screen. The index lists every article and feature in the current edition and serves as a map for the entire publication. n



Small Cap Equity FinanCE aCtivity

Status* C/A Date** Issuer Ticker Exchange Amount Security Type

PIPE TRANSACTION ACTIVITY FOR THE PERIOD SEPTEMBER 22 THROUGH OCTOBER 3, 2014

C 10/2/14 CubeSmart CUBE NYSE Unknown At-the-Market Offering

DA 10/2/14 Prima Biomed Ltd. PBMD NASDAQ-GM $2,500,000 Debt: Conv

DA 10/2/14 Radius Health Inc. RDUS NASDAQ-GM $50,187,500 Common Stock

DA 10/1/14 Assembly Biosciences, Inc. ASMB NASDAQ-CM $15,750,360 Common Stock

C 10/1/14 China Green Agriculture, Inc. CGA NYSE $1,117,000 Common Stock

X 10/1/14 China Recycling Energy Corporation CREG NASDAQ-GM $50,000,000 Equity Line

C 10/1/14 Inventergy Global, Inc. INVT NASDAQ-CM $1,000,000 Common Stock

C 10/1/14 Pizza Inn Holdings, Inc. PZZI NASDAQ-CM $5,000,000 At-the-Market Offering

C 9/30/14 Aerie Pharmaceuticals, Inc. AERI NASDAQ-GM $125,000,000 Debt: Conv

DA 9/30/14 Mountain Province Diamonds Inc. MDM NYSE MKT $89,590,000 Common Stock

C 9/30/14 OHA Investment Corporation OHAI NASDAQ-GS $1,000,000 Common Stock

DA 9/30/14 RiceBran Technologies RIBT NASDAQ-CM $6,375,250 Common Stock

C 9/29/14 6D Global Technologies, Inc. SIXD OTC $4,556,100 Common Stock

DA 9/29/14 Catasys, Inc. CATS OTC BB $1,500,000 Common Stock

C 9/29/14 Ikanos Communications, Inc. IKAN NASDAQ-CM $16,249,999 Common Stock

C 9/29/14 Legend Oil and Gas, Ltd. LOGL OTC $1,390,000 Debt: non-Conv

C 9/29/14 Lpath Inc. LPTN NASDAQ-CM $12,527,521 Common Stock

C 9/29/14 Xenith Bankshares, Inc. XBKS NASDAQ-CM $5,588,000 Common Stock

A 9/28/14 Gazit-Globe Ltd. GZT NYSE $31,800,000 Common Stock

C 9/27/14 TransAct Energy Corp. TEGY OTC $3,600,000 Common Stock

C 9/26/14 CNS Response, Inc. CNSO OTC $1,550,000 Debt: Conv

C 9/26/14 CytoDyn Inc. CYDY OTC $2,000,000 Debt: Conv

C 9/26/14 Global Healthcare REIT, Inc. GBCS OTC $3,200,000 Debt: Conv

C 9/25/14 Baxano Surgical, Inc. BAXS NASDAQ-GM $1,384,801 Debt: Conv

DA 9/24/14 Advanced Cannabis Solutions, Inc. CANN OTC BB $7,350,000 Debt: Conv

C 9/24/14 Axesstel, Inc. AXST OTC $1,200,000 Common Stock

C 9/24/14 Fresh Promise Foods, Inc. FPFI OTC $1,250,000 Equity Line

C 9/24/14 Quest Resource Holding Corporation QRHC NASDAQ-CM $18,000,000 Common Stock

C 9/24/14 Rightscorp Inc. RIHT OTC $2,707,000 Common Stock

C 9/24/14 SinoCoking Coal and Coke Chemical Industries, Inc. SCOK OTC BB $14,376,110 Common Stock

C 9/24/14 xG Technology, Inc. XGTI NASDAQ-CM $1,000,000 Common Stock

DA 9/23/14 Hennessy Capital Acquisition Corp. HCAC NASDAQ-CM $40,000,000 Pref: Conv

C 9/23/14 Oxford City Football Club, Inc. OXFC OTC $15,000,000 Equity Line

C 9/23/14 Sigma Labs Inc. SGLB OTC $25,000,000 At-the-Market Offering

C 9/23/14 Viveve Medical, Inc. PLCSF OTC $4,500,000 Common Stock

C 9/22/14 Alimera Sciences Inc. ALIM NASDAQ-GM $35,000,000 At-the-Market Offering

C 9/22/14 Cachet Financial Solutions, Inc. CAFN OTC BB $1,815,000 Pref: Conv

C 9/22/14 Ener-Core, Inc. ENCR OTC BB $4,000,000 Common Stock

C 9/22/14 HC2 Holdings, Inc. HCHC OTC $11,000,000 Pref: Conv

DA 9/22/14 Solar Power, Inc. SOPW OTC $48,250,800 Common Stock

*Status: C = Closed, DA = Definitive Agreement, A = Announced, I = Intended, p + Postponed, X = Canceled. ** C/A Date: Best Available of (i) Closing Date, (ii) Definitive Agreement Date or (iii) Announced Date. *** Excludes all PIPEs executed by foreign-based Issuers that trade on the Over-The-Counter market (Pink Sheets).

All data is based on proprietary information from PrivateRaise, a service of The Deal. Data includes PIPEs that are at least US$1.0 million and have been executed by public corporations domiciled in the U.S. or by public, foreign companies that have primary listing or a significant or consistent trading presence on a U.S. stock exchange or market. Data is updated based on availabilty of public disclosures (e.g. press releases and SEC filings) and has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee the accuracy and completeness of this information. League tables exclude equity lines, at-the-market offerings, corporate investors, and PIPEs executed by foreign-based issu-ers that trade on the Over-The-Counter market (Pink Sheets).




Security Type # Total $ Avg. $

Security Type Less $50 M $50 M - $99 M $100 M - $249 M $250 M - $499 M $500 M - $999 M $1 B - $4.9 B Greater $5 B

Security Type Less $50 M $50 M - $99 M $100 M - $249 M $250 M - $499 M $500 M - $999 M $1 B - $4.9 B Greater $5 B

Security Type # Total $M Avg. $M # Total $M Avg. $M # Total $M Avg. $M

Issuer Market Cap # Total $ Avg. $

PIPE TRANSACTION ACTIVITY FOR Q3 2014


Common Stock 156 $4,784,142,147 $30,667,578

Pref: Conv 23 $1,037,746,471 $45,119,412

Pref: non-Conv 2 $70,000,000 $35,000,000

Debt: Conv 33 $1,087,227,650 $32,946,292

Debt: non-Conv 6 $85,790,000 $14,298,333

Other: Conv - - -

Prepaid Warrant 4 $486,907,859 $23,186,089

Equity Line 21 $196,150,000 $6,763,793

At-the-Market Offering - $3,686,400,000 -

Unknown - - -

Totals 245 $11,434,364,127 $42,349,497

Common Stock 67 40 16 14 10 4 1Pref: Conv 15 1 5 - 1 1 -Pref: non-Conv 1 - - - 1 - -Debt: Conv 18 5 1 5 2 2 -Debt: non-Conv 3 1 1 1 - - -Other: Conv - - - - - - -Prepaid Warrant 1 1 1 - - - 1Equity Line 17 3 1 - - - -At-the-Market Offering 1 4 6 4 4 9 2Unknown - - - - - - -

Common Stock $532 $505 $223 $601 $359 $402 $2,150 Pref: Conv $83 $2 $81 - $500 $372 -Pref: non-Conv $20 - - - $50 - -Debt: Conv $59 $43 $5 $170 $185 $626 -Debt: non-Conv $52 $2 $1 $30 - - -Other: Conv - - - - - - -Prepaid Warrant $5 $5 $6 - - - $471 Equity Line $127 $39 $30 - - - -At-the-Market Offering $8 $88 $295 $345 $325 $1,550 $1,075 Unknown - - - - - - -

Common Stock 152 $4,767.66 $31.37 4 $16.48 $4.12 - - -Preferred Stock: Convertible 21 $497.75 $23.70 2 $540.00 $270.00 - - -Debt: Convertible 29 $1,065.52 $36.74 2 $14.00 $7.00 2 $7.71 $3.85 Other: Convertible - - - - - - - - -Prepaid Warrant 4 $486.91 $121.73 - - - - - -Equity Line - - - - - - 21 $196.15 $9.34 At-the-Market Offering - - - - - - 30 $3,686.40 $127.12 Totals 206 $6,817.83 $33.10 8 $570.48 $71.31 53 $3,890.26 $74.81

Less than $50 M 123 $887,173,905 $7,212,796

$50 M - $99 M 55 $683,757,597 $12,431,956

$100 M - $249 M 31 $641,086,826 $20,680,220

$250 M - $499 M 24 $1,145,784,212 $47,741,009

$500 M - $999 M 18 $1,418,710,198 $78,817,233

$1 B - $4.9 B 16 $2,949,856,456 $196,657,097

Greater than $5 B 4 $3,696,006,192 $924,001,548

Totals 271 $11,422,375,386 $42,305,094

PIPEs Issuance by Security Type

Total Placements (Issuer Market Capitalization & Security Type)

Total Dollars Raised/Secured (Issuer Market Capitalization & Security Type)

PIPE Activity - by Price Type

Fixed-Price Reset-Price Variable-Price

PIPEs Issuer Market Capitalization




Rank Investment Manager Total $M Avg. $M #

Rank Placement Agent Total $M Avg. $M #

Rank Investment Manager Total $M Avg. $M #

Rank Placement Agent Total $M Avg. $M #


1 Clayton, Dubilier & Rice Inc. $500.00 $500.00 12 Caisse de depot et placement du Quebec 471.01 471.01 13 PSP Investments 350.00 175.00 24 Government of Singapore Investment Co. Pte. Ltd. 250.00 125.00 25 Deerfield Management Co. LP 125.00 125.00 16 Ontario Teachers’ Pension Plan Board 100.00 50.00 27 Asgard Investment Corp. 76.59 76.59 18 HealthCare Royalty Partners 60.00 60.00 19 Rhone Group LLC 50.00 50.00 110 Altai Capital Management LP 45.00 45.00 110 Martin Resource Management Corp. 45.00 45.00 112 Salient Partners LP 40.00 40.00 112 12 West Capital Management 40.00 40.00 114 Tennenbaum & Co. LLC 30.00 30.00 115 Sabby Management LLC 29.45 * 4.91 * 816 Euro China Capital AB 24.98 24.98 117 Wellington Management Co. LLC 24.62 8.21 318 Oppenheimer Funds Inc. 23.38 23.38 119 Home Value Holding Co. Ltd. 20.12 20.12 120 EverStream Energy Capital Management 20.00 20.00 120 Mansour Group 20.00 20.00 120 Monomoy Capital Partners 20.00 20.00 123 Neuberger Berman Group LLC 17.89 17.89 124 Crede Capital Group LLC 17.50 5.83 325 Robust Elite Ltd. 17.00 17.00 1

1 Morgan Stanley & Co. $1,200.00 $400.00 32 RS Platou Markets AS 300.00 150.00 23 Fearnley Securities AS 150.00 150.00 14 Cowen and Co. LLC 147.89 21.13 75 Wells Fargo Securities LLC 119.29 119.29 16 H.C. Wainwright & Co. 114.29 12.70 97 Jefferies Group LLC 110.19 55.09 28 Noble Financial Group 108.32 54.16 29 BMO Financial Group 103.56 51.78 29 Scotiabank 103.56 51.78 211 RBC Capital Markets 89.59 89.59 112 Maxim Group LLC 86.46 12.35 713 Roth Capital Partners LLC 85.77 14.29 614 FT Global Capital Inc. 85.38 42.69 215 Chardan Capital Markets LLC 78.82 15.76 516 Houlihan Lokey 76.59 76.59 117 Stifel 75.87 18.97 418 Sandler O’Neill & Partners LP 75.00 75.00 119 LifeSci Advisors 62.32 62.32 120 Raymond James & Associates Inc. 56.47 28.23 221 Canaccord Genuity Group Inc. 55.70 13.93 422 Craig-Hallum Capital Group LLC 49.03 24.51 223 William Blair & Co. LLC 48.53 24.27 224 Barclays Capital Inc. 47.87 47.87 125 Moelis & Co. 46.22 46.22 1

1 Sabby Management LLC $29.45 * $4.91 * 82 Downsview Capital Inc. 3.90 0.56 73 Equitec Group LLC 0.88 * 0.18 * 64 Empery Asset Management LP 5.32 * 1.33 * 55 Hudson Bay Capital Management LP 7.30 * 2.43 * 46 Wellington Management Co. LLC 24.62 8.21 36 Crede Capital Group LLC 17.50 5.83 36 Great Point Partners LLC 15.00 5.00 36 Diker Management LLC 10.07 3.36 36 LH Financial Services Corp. 6.05 2.02 36 Lincoln Park Capital 1.70 0.57 36 Brio Capital LP 0.85 0.28 313 PSP Investments 350.00 175.00 213 Government of Singapore Investment Co. Pte. Ltd. 250.00 125.00 213 Ontario Teachers’ Pension Plan Board 100.00 50.00 213 Strong Textile Hong Kong Ltd. 15.86 7.93 213 Sandler O’Neill Asset Management LLC 8.87 4.43 213 Pegasus Capital Advisors LP 8.50 4.25 213 Broadfin Capital. LLC 7.25 3.63 213 Oracle Investment Management Inc. 6.36 3.18 213 EJF Capital LLC 5.52 2.76 213 Precept Fund Management 5.20 2.60 213 Kopple Financial Inc. 4.40 2.20 213 Milfam LLC 3.89 1.95 213 Birchview Capital LP 2.50 1.25 2

1 H.C. Wainwright & Co. $114.29 $12.70 92 Cowen and Co. LLC 147.89 21.13 72 Maxim Group LLC 86.46 12.35 74 Roth Capital Partners LLC 85.77 14.29 65 Chardan Capital Markets LLC 78.82 15.76 56 Stifel 75.87 18.97 46 Canaccord Genuity Group Inc. 55.70 13.93 46 Northland Securities Inc. 31.83 7.96 49 Morgan Stanley & Co. 1,200.00 400.00 39 Merriman Capital Inc. 8.66 2.89 311 RS Platou Markets AS 300.00 150.00 211 Jefferies Group LLC 110.19 55.09 211 Noble Financial Group 108.32 54.16 211 BMO Financial Group 103.56 51.78 211 Scotiabank 103.56 51.78 211 FT Global Capital Inc. 85.38 42.69 211 Raymond James & Associates Inc. 56.47 28.23 211 Craig-Hallum Capital Group LLC 49.03 24.51 211 William Blair & Co. LLC 48.53 24.27 211 Dawson James Securities 41.68 20.84 211 JMP Group Inc. 36.70 18.35 211 B. Riley & Co. 30.01 15.01 211 EDI Financial Inc. 23.51 11.76 211 Middlebury Group LLC 15.50 7.75 211 Palladium Capital Advisors LLC 15.50 7.75 2

Investment Managers

Placement Agents

RANKED BY TOTAL DOLLARS INVESTED

RANKED BY TOTAL DOLLARS RAISED

RANKED BY # OF INVESTMENTS

RANKED BY # OF PLACEMENTS

*EXCLUDES transactions where Investment Amount has not yet been disclosed *EXCLUDES transactions where Investment Amount has not yet been disclosed





Rank Investor Legal Counsel Total $M Avg. $M #

Rank Issuer Legal Counsel Total $M Avg. $M #

Rank Investor Legal Counsel Total $M Avg. $M #

Rank Issuer Legal Counsel Total $M Avg. $M #


1 Skadden, Arps, Slate, Meagher & Flom LLP $2,150.00 $2,150.00 12 O’Melveny & Myers LLP 700.00 350.00 22 Torys LLP 700.00 350.00 22 Weil, Gotshal & Manges LLP 700.00 350.00 25 Debevoise & Plimpton LLP 500.00 500.00 15 Sullivan & Cromwell LLP 500.00 500.00 17 Schulte Roth & Zabel LLP 488.62 27.15 188 Greenberg Traurig LLC 178.09 25.44 79 Lowenstein Sandler LLP 135.18 45.06 310 Baker Botts LLP 119.29 119.29 111 Paul, Weiss, Rifkind, Wharton & Garrison LLP 80.41 20.10 412 Gibson, Dunn & Crutcher LLP 76.59 76.59 113 Goodwin Procter LLP 65.00 65.00 114 Cahill Gordon & Reindel LLP 60.00 60.00 115 Proskauer Rose LLP 50.00 25.00 215 Wachtell, Lipton, Rosen & Katz 50.00 50.00 117 Pepper Hamilton LLP 45.81 45.81 118 Polsinelli PC 21.66 21.66 119 WilmerHale 20.00 20.00 120 Manatt, Phelps, & Phillips LLC 18.50 18.50 121 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 17.50 5.83 322 Latham & Watkins LLP 16.25 16.25 122 Winston & Strawn LLP 16.25 16.25 124 Brown Rudnick LLP 11.00 11.00 125 Wilson Sonsini Goodrich & Rosati PC 10.85 10.85 1

1 Jones Day $2,150.00 $2,150.00 12 Wachtell, Lipton, Rosen & Katz 700.00 350.00 23 Simpson, Thacher & Bartlett LLP 500.00 500.00 13 Skadden, Arps, Slate, Meagher & Flom LLP 500.00 500.00 15 Torys LLP 471.01 471.01 16 Latham & Watkins LLP 354.71 59.12 67 Reeder & Simpson PC 335.00 111.67 38 Cravath, Swaine & Moore LLP 300.00 150.00 29 Goodwin Procter LLP 166.82 33.36 510 Holland & Hart LLP 119.29 119.29 111 Seward & Kissel LLP 92.00 92.00 112 Kirkland & Ellis LLP 85.00 42.50 213 Holland & Knight LLP 81.84 40.92 214 Pryor Cashman LLP 72.50 36.25 215 Polsinelli PC 71.87 23.96 316 Morgan, Lewis & Bockius LLP 70.21 23.40 317 Fenwick & West LLP 67.00 13.40 518 Dorsey & Whitney LLP 64.94 16.24 419 Greenberg Traurig LLC 64.00 32.00 220 Foley Hoag LLP 62.32 62.32 120 Gibson, Dunn & Crutcher LLP 62.32 62.32 122 Schulte Roth & Zabel LLP 60.00 30.00 223 DLA Piper 59.63 11.93 524 Sidley Austin LLP 59.50 14.88 425 Hogan Lovells 56.52 28.26 2

1 Schulte Roth & Zabel LLP $488.62 $27.15 182 Greenberg Traurig LLC 178.09 25.44 73 Paul, Weiss, Rifkind, Wharton & Garrison LLP 80.41 20.10 43 Ellenoff Grossman and Schole LLP 8.52 2.13 45 Lowenstein Sandler LLP 135.18 45.06 35 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 17.50 5.83 37 O’Melveny & Myers LLP 700.00 350.00 27 Torys LLP 700.00 350.00 27 Weil, Gotshal & Manges LLP 700.00 350.00 27 Proskauer Rose LLP 50.00 25.00 211 Skadden, Arps, Slate, Meagher & Flom LLP 2,150.00 2,150.00 111 Debevoise & Plimpton LLP 500.00 500.00 111 Sullivan & Cromwell LLP 500.00 500.00 111 Baker Botts, L.L.P. 119.29 119.29 111 Gibson, Dunn & Crutcher LLP 76.59 76.59 111 Goodwin Procter LLP 65.00 65.00 111 Cahill Gordon & Reindel LLP 60.00 60.00 111 Wachtell, Lipton, Rosen & Katz 50.00 50.00 111 Pepper Hamilton LLP 45.81 45.81 111 Polsinelli PC 21.66 21.66 111 WilmerHale 20.00 20.00 111 Manatt, Phelps, & Phillips LLC 18.50 18.50 111 Latham & Watkins LLP 16.25 16.25 111 Winston & Strawn LLP 16.25 16.25 111 Brown Rudnick LLP 11.00 11.00 1

1 Latham & Watkins LLP $354.71 $59.12 61 Sichenzia Ross Friedman Ference LLP 16.27 2.71 63 Goodwin Procter LLP 166.82 33.36 53 Fenwick & West LLP 67.00 13.40 53 DLA Piper 59.63 11.93 53 Davis Graham & Stubbs LLP 24.35 4.87 57 Dorsey & Whitney LLP 64.94 16.24 47 Sidley Austin LLP 59.50 14.88 47 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 55.54 13.88 47 Paul Hastings LLP 50.91 12.73 411 Reeder & Simpson PC 335.00 111.67 311 Polsinelli PC 71.87 23.96 311 Morgan, Lewis & Bockius LLP 70.21 23.40 311 Ellenoff Grossman and Schole LLP 50.00 16.67 311 McDermott Will & Emery LLP 30.65 10.22 311 Nason, Yeager, Gerson, White & Lioce PA 11.05 3.68 317 Wachtell, Lipton, Rosen & Katz 700.00 350.00 217 Cravath, Swaine & Moore LLP 300.00 150.00 217 Kirkland & Ellis LLP 85.00 42.50 217 Holland & Knight LLP 81.84 40.92 217 Pryor Cashman LLP 72.50 36.25 217 Greenberg Traurig LLC 64.00 32.00 217 Schulte Roth & Zabel LLP 60.00 30.00 217 Hogan Lovells 56.52 28.26 217 TroyGould PC 36.93 18.47 2

Investor Legal Counsel

Issuer Legal Counsel

RANKED BY TOTAL DOLLARS ADVISED

RANKED BY TOTAL DOLLARS ADVISED

RANKED BY # OF PLACEMENTS ADVISED

RANKED BY # OF PLACEMENTS ADVISED





Rank Placement Agent Legal Counsel Total $M Avg. $M # Rank Placement Agent Legal Counsel Total $M Avg. $M #


1 Fried, Frank, Harris, Shriver & Jacobson LLP $300.00 $150.00 22 Latham & Watkins LLP 99.35 49.67 23 Goodwin Procter LLP 89.01 14.83 64 Ellenoff Grossman and Schole LLP 81.93 7.45 115 Schiff Hardin LLP 75.65 37.83 26 Lowenstein Sandler LLP 50.06 12.51 47 Covington & Burling LLP 47.87 47.87 18 Proskauer Rose LLP 46.50 23.25 29 Ropes & Gray LLP 46.00 46.00 110 Alston & Bird LLP 45.81 45.81 111 Morrison & Foerster LLP 42.50 42.50 112 Simpson, Thacher & Bartlett LLP 38.64 38.64 113 Pillsbury Winthrop Shaw Pittman LLP 30.00 30.00 114 Cooley LLP 25.20 25.20 115 Olshan Frome Wolosky LLP 18.00 18.00 116 Sichenzia Ross Friedman Ference LLP 12.19 6.10 217 Miller Thomson LLP 12.00 12.00 117 Troutman Sanders LLP 12.00 12.00 119 Loeb & Loeb LLP 11.51 11.51 120 Amit, Pollak, Matalon & Ben-Naftali, Erez & Co. 11.50 11.50 121 Orrick, Herrington & Sutcliffe LLP 10.00 10.00 122 Faegre Baker Daniels LLP 6.52 6.52 123 Haynes and Boone LLC 4.00 4.00 124 K&L Gates LLP 3.18 3.18 125 Murphy & Weiner PC 1.10 1.10 1

1 Ellenoff Grossman and Schole LLP $81.93 $7.45 112 Goodwin Procter LLP 89.01 14.83 63 Lowenstein Sandler LLP 50.06 12.51 44 Fried, Frank, Harris, Shriver & Jacobson LLP 300.00 150.00 24 Latham & Watkins LLP 99.35 49.67 24 Schiff Hardin LLP 75.65 37.83 24 Proskauer Rose LLP 46.50 23.25 24 Sichenzia Ross Friedman Ference LLP 12.19 6.10 29 Covington & Burling LLP 47.87 47.87 19 Ropes & Gray LLP 46.00 46.00 19 Alston & Bird LLP 45.81 45.81 19 Morrison & Foerster LLP 42.50 42.50 19 Simpson, Thacher & Bartlett LLP 38.64 38.64 19 Pillsbury Winthrop Shaw Pittman LLP 30.00 30.00 19 Cooley LLP 25.20 25.20 19 Olshan Frome Wolosky LLP 18.00 18.00 19 Miller Thomson LLP 12.00 12.00 19 Troutman Sanders LLP 12.00 12.00 19 Loeb & Loeb LLP 11.51 11.51 19 Amit, Pollak, Matalon & Ben-Naftali, Erez & Co. 11.50 11.50 19 Orrick, Herrington & Sutcliffe LLP 10.00 10.00 19 Faegre Baker Daniels LLP 6.52 6.52 19 Haynes and Boone LLC 4.00 4.00 19 K&L Gates LLP 3.18 3.18 19 Murphy & Weiner PC 1.10 1.10 1

Placement Agent Legal CounselRANKED BY TOTAL DOLLARS ADVISED RANKED BY # OF PLACEMENTS ADVISED


Issuer Exp. Date Ticker Exp. Value ($M)

Deal Type

Range ($)

Market Value ($M) Bookrunner(s)

rEVO Biologics Inc. 10/6/14 RBIO $50.40 IPO 13.00 - 15.00 $258.14 PJ; GUGPAR

Veritex Holdings Inc. 10/6/14 VBTX $35.10 IPO 12.00 - 14.00 $117.76 SANDO; STEP

Viking Therapeutics Inc. 10/6/14 VKTX $55.00 IPO 10.00 - 12.00 $167.12 OPCO; RCP

HubSpot Inc. 10/8/14 HUBS $100.00 IPO 19.00 - 21.00 $607.24 MS; JPM; UBS

MOL Global Inc. 10/8/14 MOLG $262.72 IPO 12.50 - 14.50 $911.31 CITI; DB; UBS; CIMBM

NeuroSigma Inc. 10/8/14 NSIG $50.00 IPO 13.00 - 15.00 $176.87 JEFF

OM Asset Management Ltd. 10/8/14 OMAM $352.00 IPO 15.00 - 17.00 $1,920.00 BOAML; MS; CITI; CS

USD Partners LP 10/8/14 USDP $177.00 IPO 19.00 - 21.00 $427.08 CITI; BAR; CS; BOAML

Dave & Buster's Entertainment Inc. 10/9/14 PLAY $100.00 IPO 16.00 - 18.00 $664.47 JEFF; PJ; WBLR; RJA; STFL

Diplomat Pharmacy Inc. 10/9/14 DPLO $200.00 IPO 14.00 - 16.00 $756.73 CS; MS; JPM; WLF

Forward Pharma AS 10/14/14 FWP $200.00 IPO 20.00 - 22.00 $941.59 LEER; JEFF; RBC

Great Western Bancorp Inc. 10/14/14 GWB $360.00 IPO 21.00 - 24.00 $1,302.44 DB; BOAML

Totals 12 Deals $1,942.22

Registered Offerings Expected Next 2 Weeks

All data is based on proproetary information from Dealogic. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) or has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee the accuracy and completeness of this information.





SEC Registered IPOs Priced Since September 22, 2014

Issuer Nation Industry Pricing Date Ticker Deal Value

($M) Offer Price

Filing Range ($)

Relative Range

Offer/ 1 Day

Offer/ Current Bookrunner(s) Lead/Co-

Manager(s)

Citizens Finan-cial Group Inc.

USA Finance 9/23/14 CFG $3,461.50 $21.50 23.00 - 25.00

Below 7.35 8.56 MS; GS; JPM; BAR; CITI; DB;

RBS; WLF

CS; UBS; JEFF; STFL; OPCO; RBC;

SANDO; EP; ING; SANBE; GUGPAR;

LCLLC; WCG

CyberArk Software Ltd

ISR Computers & Electronics

9/23/14 CYBR $98.62 $16.00 13.00 - 15.00

Above 87.06 79.31 JPM; DB; BAR WBLR; NOM; OPCO

Medley Man-agement Inc.

USA Finance 9/23/14 MDLY $108.00 $18.00 20.00 - 22.00

Below -8.89 -9.72 GS; CS; BAR; DB; STFL

ARCALC; JMPSEC; LTC; MLV; GILS

Smart & Final Stores Inc.

USA Food & Beverage 9/23/14 SFS $161.40 $12.00 12.00 - 14.00

In Range 0.08 16.58 CS; MS; DB; BAR; CITI; PJ; GUGPAR

Vitae Pharma-ceuticals Inc.

USA Healthcare 9/23/14 VTAE $55.00 $8.00 11.00 - 13.00

Below -4.88 -16.25 STFL; BMOCM JMPSEC; WMS

CONE Mid-stream Partners LP

USA Utility & Energy 9/24/14 CNNX $442.75 $22.00 19.00 - 21.00

Above 38.18 30.09 WLF; BOAML; CITI; JPM; BAIRD; BAR; DB; GS; MS;

CS; RBC

MUFG; PB; BCM; BBVA; BNP; DNB-

BAN; MIZ; TD

Travelport Worldwide Ltd.

USA Computers & Electronics

9/24/14 TVPT $480.00 $16.00 14.00 - 16.00

In Range 2.5 -1.56 MS; UBS; CS; DB COWEN; EP; JEFF; SANBE; WBLR

CONTINUED >

SEC Registered IPOs Filed Since September 22, 2014

Issuer Nation Industry Ticker Exp. Value ($)

Range ($)

Shares (M)

Market Value ($M) Bookrunner(s) Lead/Co-Manager(s)

Boot Barn Holdings Inc. USA Retail BOOT $86.25 JPM; PJ; JEFF; WLF; BAIRD

Coherus BioSciences Inc. USA Healthcare CHRS $86.25 JPM; CS COWEN

Columbia Pipeline Partners LP USA Utility & Energy CPPL $800.00 BAR; CITI

Costamare Partners LP GRC Transportation CMRP $100.00 MS; BAR; CITI; WLF; CS; JPM

Evraz North America Ltd. USA Metal & Steel $100.00 CITI; GS

Exmar Energy Partners LP HKG Transportation XMLP $125.00 JPM; BOAML; CITI

FibroGen Inc. USA Healthcare $125.00 GS; CITI; LEER RBC; STFL; WBLR

Hess Midstream Partners LP USA Oil & Gas HESM $250.00 GS; MS

Kimree Inc. CHN Consumer Products KREE $125.00 CITI

Mammoth Energy Partners LP USA Oil & Gas TUSK $100.00 CS

PennTex Midstream Partners LP USA Utility & Energy PTXP $150.00 CITI; BAR; RBC; TP

PES Logistics Partners LP USA Oil & Gas PESL $250.00 BOAML; CS

Quinpario Acquisition Corp. II USA Finance $350.00 10.00 - 10.00 40.25 $450.63 DB; CANFITZ

Radius Bancorp Inc. USA Finance RADB BAIRD; SANDO JMS; WU

S1 Biopharma Inc. USA Healthcare SXB $40.25 MLV

SunEdison Emerging Markets Yield USA Computers & Electronics

Sutherland Asset Management Corp. USA Real Estate/Property SLD $100.00 MS; JPM; FBR JMPSEC; STFL






< Previous

CoNTiNueD >

Issuer Domicile Industry Pricing Date Ticker Deal Value ($M)

Lock-up Provision

Lock-up Exp. Date Bookrunner(s) Lead/Co-

Manager(s)

Adamas Pharmaceuticals Inc.

USA Healthcare 4/9/14 ADMS $49.30 180 10/6/14 CS; PJ WBLR; NEEDHM

La Quinta Holdings Inc. USA Dining & Lodging 4/8/14 LQ $747.79 180 10/6/14 JPM; MS; BOAML; CITI; CS; DB; GS; WLF

BG; EAMARK; EP; JMPSEC; LCLLC; LCM;

RAMSAM; RJA; RBC; STFL

Cerulean Pharma Inc. USA Healthcare 4/10/14 CERU $66.99 180 10/7/14 LEER CG; JMPSEC; WMS

Enable Midstream Partners LP

USA Oil & Gas 4/10/14 ENBL $575.00 180 10/7/14 MS; BAR; GS; CITI; DB; JPM; UBS; WLF

BOAML; CS; RBC

Farmland Partners Inc. USA Real Estate/Property

4/10/14 FPI $53.20 180 10/7/14 BAIRD; BMOCM; JMS STEP

Phibro Animal Health Corp. USA Healthcare 4/10/14 PAHC $219.86 180 10/7/14 BOAML; MS; BAR GUGPAR; MGL; CANFITZ

SEC Registered IPO Lock-up Expirations Next 2 Weeks

SEC Registered IPOs Priced Since September 22, 2014


($M) Offer Price

Filing Range ($)

Relative Range

Offer/ 1 Day

Offer/ Current Bookrunner(s) Lead/Co-

Manager(s)

DT Asia Invest-ments Ltd.

HKG Finance 9/30/14 CADT $60.00 $10.00 10.00 - 10.00

In Range -0.1 -0.2 EARL AEGC; LTC; SIDO; IBE

Vascular Biogenics Ltd.

ISR Healthcare 9/30/14 VBLT $40.00 $6.00 13.00 - 15.00

Below -2.5 -2.5 DB JMPSEC; OPCO

Vivint Solar Inc. USA Utility & Energy 9/30/14 VSLR $329.60 $16.00 16.00 - 18.00

In Range 0.06 -8.13 GS; BOAML; CS; CITI; DB; MS; BAR

BG

AAC Holdings Inc.

USA Healthcare 10/1/14 AAC $75.00 $15.00 12.00 - 14.00

Above 23.33 23.33 WBLR; RJA VP

AR Capital Acquisition Corp.

USA Finance 10/1/14 AUMA $240.00 $10.00 10.00 - 10.00

In Range CITI LTC

Atento SA ESP Professional Services

10/1/14 ATTO $150.00 $15.00 19.00 - 22.00

Below -13.6 -13.6 MS; CS; IBBA; BOAML; BBISA;

BTGP; GS; SANT; BAIRD

BBVA

Calithera Bio-sciences Inc.

USA Healthcare 10/1/14 CALA $80.00 $10.00 13.00 - 15.00

Below -5.9 -5.9 CITI; LEER WLF; JMPSEC

JP Energy Partners LP

USA Oil & Gas 10/1/14 JPEP $275.00 $20.00 19.00 - 21.00

In Range -4.45 -4.45 BAR; BOAML; RBC; DB

BMOCM; BAIRD; SCI; STEP; JMS

VWR Corp. USA Healthcare 10/1/14 VWR $536.17 $21.00 22.00 - 25.00

Below 0.24 0.24 BOAML; GS; JPM; BAR; DB; CITI;

JEFF; WBLR

COWEN; MIZ; SMFG; LCM

Wayfair Inc. USA Computers & Electronics

10/1/14 W $319.00 $29.00 25.00 - 28.00

Above 30.07 30.07 GS; BOAML; CITI ALLENL; KCM; PJ; WLF; CG; COWEN;

RJA

Dermira Inc. USA Healthcare 10/2/14 DERM $125.00 $16.00 14.00 - 16.00

In Range CITI; LEER GUGPAR; NEEDHM

FMSA Holdings Inc.

USA Mining 10/2/14 FMSA $400.00 $16.00 21.00 - 24.00

Below MS; WLF; BAR; GS; JEFF; JPM;

KCM; RBC

BAIRD; COWEN; PB; RJA; SBGBM;

SCI; TP

Yodlee Inc. USA Computers & Electronics

10/2/14 YDLE $75.00 $12.00 11.00 - 13.00

In Range GS; CS; BOAML; UBS

KCM






SEC Registered IPOs Withdrawn/Postponed Since September 22, 2014

Issuer Nation Industry Withdrawn/ Postponed Date Ticker Expected Value

($M)Withdrawn/

Postponed Reason Bookrunner(s) Lead/Co-Manager(s)

Civitas Therapeutics Inc.

USA Healthcare 9/24/14 CVTS $75.00 Withdrawn Due to acquisition by Acorda Therapeutics.

JPM; BOAML COWEN; OPCO

Vantage Energy Inc. USA Oil & Gas 9/24/14 VEI $600.53 Postponed Due to unfavourable market conditions.

BAR; GS; CITI; CS; TP; WLF

RJA; RBC; SBGBM; KCM; MUFG

PQ Holdings Inc. USA Chemicals 9/26/14 PQH $450.00 Withdrawn Due to acquisition by CCMP Capital.

BOAML; CS; JPM; BAR; CITI; DB; GS;

JEFF; MS

THL Credit Secured Floating Rate Debt Ltd.

USA Finance 9/30/14 TFLT $115.00 Withdrawn Due to current market condi-tions.

DB; CITI; STFL OPCO

Eyegate Pharmaceuti-cals Inc.

USA Healthcare 10/2/14 EYEG $25.00 Postponed Due to market conditions AEGC


SEC Registered Follow-Ons Filed Since September 22, 2014


($M)Last Trade

b/f FilingShares

(M)Market Value

($M) Bookrunner(s) Lead/Co- Manager(s)

Parkway Properties Inc. USA Real Estate/Property

9/22/14 PKY $194.30 $19.43 11.5 $2,047.88 BOAML; WLF; BAR; MS RBC; KCM; PJ; STFL; JMPSEC

AVANIR Pharmaceuticals USA Healthcare 9/23/14 AVNR $200.00 $11.21 $2,149.25 JPM; DB; BOAML PJ; JMPSEC

< Previous

SEC Registered IPO Lock-up Expirations Next 2 Weeks

Issuer Domicile Industry Pricing Date Ticker Deal Value ($M)

Lock-up Provision

Lock-up Exp. Date Bookrunner(s) Lead/Co-

Manager(s)

CoNTiNueD >

Zoe's Kitchen Inc. USA Dining & Lodging

4/10/14 ZOES $100.62 180 10/7/14 JEFF; PJ; BAIRD WBLR; STEP; STFL

Paycom Software Inc. USA Computers & Electronics

4/14/14 PAYC $114.63 180 10/11/14 BAR; JPM KCM; STFL; CG

City Office REIT Inc. CAN Real Estate/Property

4/14/14 CIO $82.28 180 10/12/14 JMS; CO LTC; BCM; CMPPNT; DD; BOENNG; FELL

Moelis & Co. USA Finance 4/15/14 MC $186.88 180 10/12/14 GS; MS; MOELISCO; JPM; UBS

SANBE; STFL; JMPSEC

TriVascular Technolo-gies Inc.

USA Healthcare 4/15/14 TRIV $89.70 180 10/12/14 JPM; CS CG; STFL

Leju Holdings Ltd. CHN Computers & Electronics

4/16/14 LEJU $115.00 180 10/13/14 CS; JPM; CRNP; MGL; CMS

Opus Bank USA Finance 4/15/14 OPB $163.33 180 10/13/14 JPM; CS; SANDO; STFL

Sportsman’s Warehouse Holdings Inc.

USA Retail 4/16/14 SPWH $132.05 180 10/13/14 CS; GS BAIRD; WBLR; PJ; WLF; DD

Vital Therapies Inc. USA Healthcare 4/16/14 VTL $62.10 180 10/13/14 BOAML; CS WBLR; CG

Sabre Corp. USA Computers & Electronics

4/16/14 SABR $721.28 180 10/14/14 MS; GS; BOAML; DB EP; JEFF; TPG; COWEN; SANBE; WBLR; MIZ; NATX;

WCG

Weibo Corp. CHN Computers & Electronics

4/16/14 WB $328.44 180 10/14/14 GS; CS MS; PJ; CRNP






< Previous

SEC Registered Follow-Ons Filed Since September 22, 2014


($M)Last Trade

b/f FilingShares

(M)Market Value

($M) Bookrunner(s) Lead/Co- Manager(s)

Genesis Energy LP USA Oil & Gas 9/23/14 GEL $212.00 $53.02 4.6 $4,912.36 WLF; BOAML; CITI; DB; RBC; BMOCM

BAIRD; RJA; JMS

Envision Healthcare Hold-ings Inc.

USA Healthcare 9/24/14 EVHC $626.33 $35.79 17.5 $6,563.02 CITI

Gladstone Land Corp. USA Real Estate/Property

9/24/14 LAND $14.66 $12.79 1.32 $98.23 JMS; OPCO; JMPSEC LTC; MAXM; JHWL; SIDO

Martin Midstream Partners LP

USA Oil & Gas 9/24/14 MMLP $115.53 $38.51 3.45 $1,343.99 BOAML; RBC; WLF; DB; GS; MS; RJA

BBT; MLV; STEP

Seadrill Partners LLC NOR Oil & Gas 9/24/14 SDLP $256.32 $32.04 8 $2,411.92 MS; BAR

WP Carey Inc. USA Real Estate/Property

9/24/14 WPC $268.60 $67.15 4.6 $6,730.19 BOAML; CITI; WLF; BAR; JPM

BAIRD; BMOCM; CAPONE;

EP; LTC; PJ

Sabra Health Care REIT Inc. USA Real Estate/Property

9/29/14 SBRA $153.54 $25.59 6.9 $1,291.58 BOAML; BAR; RBC; RJA OPCO; JPM; STRH

Fidus Investment Corp. USA Finance 9/30/14 FDUS $17.36 $276.57 RJA; BAIRD

Trina Solar Ltd. CHN Computers & Electronics

9/30/14 TSL $13.20 $1,111.68 DB; BAR; CS RCP

Portola Pharmaceuticals Inc. USA Healthcare 10/2/14 PTLA $181.78 $29.32 7.13 $1,261.31 MS; CS COWEN; WBLR; SANBE

Radius Health Inc. USA Healthcare 10/2/14 RDUS $19.14 $621.59 JEFF; COWEN CANFITZ

Vital Therapies Inc. USA Healthcare 10/2/14 VTL $50.28 $20.11 2.88 $428.71 BOAML WBLR; CG; STRH

Legacy Reserves LP USA Oil & Gas 10/3/14 LGCY $284.50 $28.45 11.5 $1,925.21 UBS; BOAML; RBC; WLF; BAR; CITI; JPM; RJA

BAIRD; LTC; MLV; JMS; WU

Applied DNA Sciences Inc. USA Chemicals APDN $13.80 $0.09 $75.84 MAXM

DBV Technologies SA FRA Healthcare DBVT $96.06 $32.61 $504.49 CITI; LEER; BRYA TCAPLC

Memorial Resource Devel-opment LLC

USA Oil & Gas MRD $743.33 $26.74 31.97 $5,175.77 CITI

Palatin Technologies Inc. USA Healthcare PTN $57.50 $0.87 $34.53 PJ

Skyline Medical Inc. USA Healthcare SKLN $26.53 $0.10 AEGC

XTL Biopharmaceuticals Ltd. ISR Healthcare XTLB $2.02 $23.51 AEGC


SEC Registered Follow-Ons Priced Since September 22 2014


($M)Offer

Price.Last Traded/

OfferPrem./

Disc. %

% Change Price Offer/

CurrentBookrunner(s) Lead/

Co-Manager(s)

Grupo Aval COL Finance 9/22/14 AVAL $1,265.00 $13.50 $14.54 -7.15 0.22 JPM; GS; CITI; MS

Parkway Properties Inc. USA Real Estate/Property

9/22/14 PKY $213.90 $18.60 $18.69 -0.48 -0.16 BOAML; WLF; BAR; MS

RBC; KCM; PJ; STFL; JMPSEC

AVANIR Pharmaceuticals USA Healthcare 9/23/14 AVNR $230.23 $11.00 $11.31 -2.74 6.36 JPM; DB; BOAML PJ; JMPSEC

Genesis Energy LP USA Oil & Gas 9/23/14 GEL $233.27 $50.71 $53.02 -4.36 2.50 WLF; BOAML; CITI; DB; RBC; BMOCM

BAIRD; RJA; JMS

CoNTiNueD >




CONTINUED >All data is based on proproetary information from Dealogic. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) or has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee the accuracy and completeness of this information.

< PrEvIOUsSEC Registered Follow-Ons Priced Since September 22 2014


($M)Offer

Price.Last Traded/

OfferPrem./

Disc. %

% Change Price Offer/

CurrentBookrunner(s) Lead/

Co-Manager(s)

Envision Healthcare Hold-ings Inc.

USA Healthcare 9/24/14 EVHC $614.25 $35.10 $35.79 -1.93 -1.28 CITI

GasLog Partners LP USA Transportation 9/24/14 GLOP $139.50 $31.00 $32.30 -4.02 -1.48 CITI; CS; WLF; BAR; EP

DB; DNBBAN; MS; UBS

Gladstone Land Corp. USA Real Estate/Property

9/24/14 LAND $14.12 $12.28 $12.79 -3.99 -0.98 JMS; OPCO; JMPSEC LTC; MAXM; JHWL; SIDO

Israel Chemicals Ltd. ISR Chemicals 9/24/14 ICL $421.11 $7.00 $7.60 -7.85 2.71 MS; BAR; DB; GS BMOCM

Martin Midstream Partners LP

USA Oil & Gas 9/24/14 MMLP $127.34 $36.91 $38.51 -4.15 0.79 BOAML; RBC; WLF; DB; GS; MS; RJA

BBT; MLV; STEP

Seadrill Partners LLC NOR Oil & Gas 9/24/14 SDLP $248.00 $31.00 $32.04 -3.25 -0.13 MS; BAR

WP Carey Inc. USA Real Estate/Property

9/24/14 WPC $294.40 $64.00 $65.08 -1.66 -0.34 BOAML; CITI; WLF; BAR; JPM

BAIRD; BMOCM; CAPONE; EP; LTC; PJ

Sabra Health Care REIT Inc.

USA Real Estate/Property

9/29/14 SBRA $167.33 $24.25 $24.25 0.00 1.24 BOAML; BAR; RBC; RJA

OPCO; JPM; STRH

Fidus Investment Corp. USA Finance 9/30/14 FDUS $34.00 $17.00 $17.36 -2.07 -1.00 RJA; BAIRD

Trina Solar Ltd. CHN Computers & Electronics

9/30/14 TSL $29.42 $11.75 $12.07 -2.65 -1.45 DB; BAR; CS RCP

Portola Pharmaceuticals Inc.

USA Healthcare 10/2/14 PTLA $161.20 $26.00 $26.50 -1.89 MS; CS COWEN; WBLR; SANBE

Radius Health Inc. USA Healthcare 10/2/14 RDUS $50.19 $18.25 $19.14 -4.65 3.18 JEFF; COWEN CANFITZ

Vital Therapies Inc. USA Healthcare 10/2/14 VTL $35.00 $17.50 $18.02 -2.89 BOAML WBLR; CG; STRH

Legacy Reserves LP USA Oil & Gas 10/3/14 LGCY $273.80 $27.38 $28.45 -3.76 UBS; BOAML; RBC; WLF; BAR; CITI; JPM;

RJA

BAIRD; LTC; MLV; JMS; WU

Titan Pharmaceuticals Inc. USA Healthcare 10/3/14 TTNP $10.50 $0.50 $0.55 -9.09 RCP


SEC Registered Follow-Ons with Lock-up Expirations Within Next 2 Weeks

Issuer Nation Industry Pricing Date Ticker Deal Value ($M)

Lock-up Prov.

Lock-up Exp. Date Bookrunner(s) Lead/Co-Manager(s)

bluebird bio Inc. USA Healthcare 7/8/14 BLUE $117.30 90 10/6/14 BOAML; COWEN; CITI WMS; STRH

Sysorex Global Holdings Corp. USA Computers & Electronics

4/9/14 SYRX $20.00 180 10/6/14 WELSHI; DOUGHT

Ultragenyx Pharmaceutical Inc. USA Healthcare 7/8/14 RARE $92.80 90 10/6/14 JPM; MS COWEN; BAIRD

Eros International plc IND Leisure & Rec-reation

7/9/14 EROS $104.76 90 10/7/14 BOAML; JEFF; WLF; MGL

Malibu Boats Inc. USA Transportation 7/9/14 MBUU $102.12 90 10/7/14 RJA; WLF STRH; BMOCM

voxeljet AG DEU Computers & Electronics

4/10/14 VJET $51.75 180 10/7/14 PJ; CITI COWEN; STEP

Fox Factory Holding Corp. USA Auto/Truck 7/10/14 FOXF $89.13 90 10/8/14 BOAML; BAIRD WBLR; PJ; STRH; JU

Ocera Therapeutics Inc. USA Healthcare 7/10/14 OCRX $25.20 90 10/8/14 STFL; COWEN

Westmoreland Coal Co USA Mining 7/10/14 WLB $52.00 90 10/8/14 BMOCM; DB BRNCAP; IMP

Auspex Pharmaceuticals Inc. USA Healthcare 7/11/14 ASPX $69.73 90 10/9/14 STFL; BMOCM BAIRD; WBLR; LTC





< Previous

SEC Registered Follow-Ons with Lock-up Expirations Within Next 2 Weeks

Issuer Nation Industry Pricing Date Ticker Deal Value ($M)

Lock-up Prov.

Lock-up Exp. Date Bookrunner(s) Lead/Co-Manager(s)

CatchMark Timber Trust Inc. USA Real Estate/Property

7/11/14 CTT $168.91 90 10/9/14 RJA; STFL; BAIRD JMS

Rexnord Corp. USA Machinery 8/12/14 RXN $266.50 60 10/11/14 DB

Health Care REIT Inc. USA Real Estate/Property

9/12/14 HCN $1,136.34 30 10/12/14 GS; RBC; BOAML; CITI; DB; JPM; MS

BAR; BBVA; CACIB; FTSI; KCM; PB; STRH; UBS; WLF; BCM; BNYM; CB;

HNTIV; MUFG; MIZ; OPCO; RJA; SMFG; TD

Sprouts Farmers Markets Inc. USA Retail 8/12/14 SFM $514.75 60 10/12/14 GS; CS APGLM; DB; GUGPAR; UBS; WOLFE

Advent Software Inc. USA Computers & Electronics

8/14/14 ADVS $117.49 60 10/13/14 UBS

American Homes 4 Rent USA Real Estate/Property

8/14/14 AMH $229.45 60 10/13/14 MS

BioAmber Inc. CAN Chemicals 7/16/14 BIOA $38.64 90 10/14/14 CS; CG

TreeHouse Foods Inc. USA Food & Beverage 7/16/14 THS $373.75 90 10/14/14 JPM; WLF; BOAML BAR; BCM; WBLR; STEP

Uranerz Energy Corp. CAN Mining 7/16/14 URZ $12.00 90 10/14/14 HAYSEC; CANFITZ HWC; LBOC

Benefitfocus Inc. USA Computers & Electronics

7/16/14 BNFT $109.90 90 10/15/14 GS; DBl; JEFF CG; PJ; RJA

Orbitz Worldwide Inc. USA Professional Services

7/17/14 OWW $321.75 90 10/15/14 CS

Buckeye Partners LP USA Oil & Gas 9/3/14 BPL $540.00 45 10/18/14 BAR; MS; UBS; WLF; JPM; RBC

DB; JEFF

CDW Corp. USA Computers & Electronics

9/3/14 CDW $479.25 45 10/18/14 BAR

Diamondback Energy Inc. USA Oil & Gas 9/18/14 FANG $189.88 30 10/18/14 CS

Ellington Financial LLC USA Finance 9/3/14 EFC $191.36 45 10/18/14 BOAML; DB; MS; UBS; CS; BAR; STFL

JMPSEC

Voya Financial Inc. USA Insurance 9/3/14 VOYA $872.18 45 10/18/14 MS; BOAML

Arlington Asset Investment Corp. USA Finance 9/4/14 AI $87.32 45 10/19/14 CS; BAR; MS; RBC; STFL JMPSEC; FBR; LTC; MLV; CMPPNT

Summit Midstream Partners LP USA Utility & Energy 9/4/14 SMLP $234.26 45 10/19/14 BOAML; BAR; CITI; MS; BAIRD; CS; DB; RBC; WLF

BCM


SEC Registered Follow Ons Withdrawn/Postponed Since September 22, 2014

Issuer Nation Industry Withdrawn/ Postponed Date Ticker Expected Value

($M)Withdrawn/

Postponed Reason Bookrunner(s) Lead/Co-Manager(s)

XTL Biopharmaceuti-cals Ltd.

ISR Healthcare 10/2/14 XTLB Postponed Due to market conditions.

AEGC

Pure Bioscience Inc. USA Healthcare 10/1/14 PURE $15.00 Withdrawn Due to market conditions.

ContraVir Pharmaceu-ticals Inc.

USA Healthcare 9/26/14 CTRV $18.82 Withdrawn due to market conditions.

AEGC

InterCloud Systems Inc. USA Professional Services

9/25/14 ICLD $8.79 Withdrawn Due to market conditions.

AEGC

Totals 4 Deals $42.61




Issuer Nation Industry Status Date Type Deal Amt ($M)

Sec. Type Ticker Mkt. Cap

(M)Stock Price

Prem/ Disc % WC(s) Placement Agents/

Underwriters

Hudson Technolo-gies Inc.

USA Industrial Closed 7/9/10 RD $5.48 CS HDSN $35.63 $1.70 -2.0% 50.0% Canaccord Financial Inc.

Innovaro Inc. USA Technology Priced 7/8/10 RD $3.80 CS INV $41.17 $3.49 -26.5% 100.0% Raymond James & Associates Inc.

Advanced Life Sci-ences Holdings Inc.

USA Healthcare Closed 7/7/10 RD $1.59 CS ADLS $3.91 $0.04 -30.0% 300.0% Dawson James Securities

WaferGen Bio-systems Inc.

USA Healthcare Closed 7/7/10 RD $7.20 CS WGBS $35.58 $1.05 -12.4% 50.0% Gilford Securities Inc.; Rodman & Renshaw,

LLC

Adeona Pharmaceu-ticals Inc.

USA Healthcare Closed 7/6/10 RD $1.00 CS AEN $23.50 $1.08 -27.6% N/A Enclave Capital LLC

Beacon Power Corp. USA Technology Closed 7/2/10 RD $25.00 EL BCON $56.94 $0.31 0.0% N/A No Placement Agent

Durect Corp. USA Healthcare Closed 7/1/10 RD $50.00 EL DRRX $210.88 $2.43 -6.0% N/A Reedland Capital Partners

EpiCept Corp. USA Healthcare Closed 6/30/10 RD $6.75 CS EPCT $45.09 $1.02 -25.7% 175.0% Rodman & Renshaw, LLC

FuelCell Energy Inc. USA Energy Closed 6/30/10 CMPO $30.00 CS FCEL $99.81 $1.17 -16.7% N/A Lazard; Canaccord Financial Inc.

MELA Sciences Inc. USA Healthcare Priced 6/30/10 CMPO $16.50 CS MELA $191.12 $8.30 -9.6% N/A Needham & Company Inc.; Leerink Swann &

Company

Rexahn Pharmaceu-ticals Inc.

USA Healthcare Closed 6/30/10 RD $10.00 CS RNN $107.50 $1.43 -12.8% 30.0% Rodman & Renshaw, LLC

Hythiam Inc. USA Healthcare Priced 6/29/10 RD $3.50 CS HYTM $19.28 $0.27 -25.9% 75.0% Rodman & Renshaw, LLC

Neuralstem Inc. USA Healthcare Closed 6/29/10 RD $10.00 CS CUR $117.46 $2.78 -10.5% 75.0% Noble Financial Group

StemCells Inc. USA Healthcare Priced 6/29/10 RD $6.06 CS STEM $124.46 $1.04 -16.8% N/A Aurora Capital LLC

Totals 14 Deals $176.87

Registered Offerings and CMPOs Priced/Closed Since September 22, 2014


Issuer Ticker Type Filing Date Eff. Date Reg. Amt. ($M) Securities

AEterna Zentaris Inc. AEZS F-10 7/1/10 $85.00 Equity

Antares Pharma Inc. AIS S-3 7/2/10 $100.00 Equity

Arkansas Best Corp. ABFS S-3ASR 7/9/10 7/9/10 Unlimited Equity/Debt

Banco Bilbao Vizcaya Argentaria SA BBVA F-3ASR 6/28/10 6/28/10 Unlimited Equity/Debt

Bank of New York Mellon Corp. BK S-3ASR 6/28/10 6/28/10 Unlimited Equity/Debt

CNinsure Inc. CISG F-3ASR 7/7/10 7/7/10 Unlimited Equity

Converted Organics Inc. COIN S-3 7/2/10 $75.00 Equity/Debt

CyberDefender Corp. CYDE S-3 6/30/10 $40.00 Equity/Debt

Enterprise Products Partners LP EPD S-3ASR 7/9/10 7/9/10 Unlimited Equity/Debt

Enzo Biochem Inc. ENZ S-3ASR 7/2/10 7/2/10 $50.00 Equity/Debt

Shelf Registration Statements Filed Since September 22, 2014

CONTINUED >




< Previous

Shelf Registration Statements Filed Since September 22, 2014

Issuer Ticker Type Filing Date Eff. Date Reg. Amt. ($M) Securities

ERHC Energy Inc. ERHE S-3 7/7/10 $50.00 Equity

Genomic Health Inc. GHDX S-3 6/29/10 $141.80 Equity

GeoGlobal Resources Inc. GGR S-3 7/8/10 $40.00 Equity

Government Properties Income Trust GOV S-3 7/2/10 $1,000.00 Equity/Debt

Hillenbrand Inc. HI S-3ASR 7/6/10 7/6/10 Unlimited Equity/Debt

Iron Mountain Inc. IRM S-3ASR 6/28/10 6/28/10 Unlimited Equity/Debt

Kimberly-Clark Corp. KMB S-3ASR 6/30/10 6/30/10 Unlimited Equity/Debt

Lee Enterprises Inc. LEE S-3 6/30/10 $750.00 Equity/Debt

Lloyds Banking Group plc LYG F-3ASR 6/28/10 6/28/10 Unlimited Debt

Lululemon Athletica Inc. LULU S-3ASR 7/6/10 7/6/10 Unlimited Equity/Debt

Morgans Hotel Group Co. MHGC S-3 6/29/10 $500.00 Equity/Debt

Potash Corporation of Saskatchewan Inc. POT S-3ASR 6/28/10 6/28/10 $2,000.00 Debt

Provectus Pharmaceuticals Inc. PVCT S-3 6/30/10 $50.00 Equity

Vascular Solutions Inc. VASC S-3 7/7/10 $50.00 Equity/Debt

XenoPort Inc. XNPT S-3 7/2/10 $150.00 Equity

Totals 25 Shelf Registeration Statements


Merger Date Surviving Company Ticker Shell Company Private Company Recent Price

Avg Vol 3 Mo

Market Cap ($M)

Shares Out (M)

Related PIPE Financing(s)

($M)9/29/14 6D Global Technolo-

gies, Inc.SIXD CleanTech Innovations, Inc. Six Dimensions, Inc. (f/k/a Initial

Koncepts, Inc.)$7.00 1,260 $25.35 36.20 $4.56

9/23/14 Viveve Medical, Inc. PLCSF PLC Systems, Inc. Viveve, Inc. N/A N/A N/A 1.76 $5.99

Shell Merger Activity Since September 22, 2014

Includes companies which have completed mergers of private operating businesses into public shell companies as defined by the Securities and Exchange Commission. The information is derived from public filings with the Securities and Exchange Commission, Nasdaq and company announcements, sources which The Deal believes to be current and reliable. However, we cannot guarantee the accuracy and completeness of the information, which may be revised at any time. Total outstanding share amounts may reflect either pre- or post-merger ownership. N/T = Not Trading.

Initial Filing Date Company Ticker State of Incorporation Date of Incorporation Sharings Outstanding Authorized Shares (M)

Number of Shareholders

9/30/14 Vershire Corporation Nevada 3/10/14 11.00 75 2

Shell Companies Since September 22, 2014

Includes SEC reporting companies which have declared their shell status and/or intent to merge with an operating company in a recent SEC filing; have non-financial assets of less than $100,000; have annual operating revenues of less than $100,000; have not been declared a delinquent filer by the SEC or their primary listing market; and have not already announced a completed reverse merger. We cannot guarantee the accuracy or completeness of the information, which may be revised at any time. N/T = Not Trading.




Date Company Round Funding Amount Date Company Round Funding Amount

Venture Capital Deals Since September 22, 2014

10/3/14 15Five Seed $2,200,00010/3/14 365Scores Undisclosed $5,500,00010/3/14 BRD Motorcycles Series A $4,500,00010/3/14 C3DNA Seed $2,000,00010/3/14 Eve Seed $2,300,00010/3/14 FlameStower Seed $600,00010/3/14 Flocasts Undisclosed $8,000,00010/3/14 Foko Seed $450,00010/3/14 Forage Seed $200,00010/3/14 Game Golf Seed $6,600,00010/3/14 Helium Systems Undisclosed $16,000,00010/3/14 Hubub Undisclosed $5,000,00010/3/14 iSentium Undisclosed Undisclosed10/3/14 Lever Series A $10,000,00010/3/14 Locqus Seed $2,000,00010/3/14 Minute Key Undisclosed $30,000,00010/3/14 MRO Undisclosed Undisclosed10/3/14 Numerous Seed $700,00010/3/14 Orckestra Series A $8,000,00010/3/14 Playpass Seed $225,00010/3/14 Rowl Undisclosed $4,000,00010/3/14 Scribble Technologies Series C $12,000,00010/3/14 Semafone Undisclosed Undisclosed10/3/14 StackEngine Seed $1,000,00010/3/14 Stratos Undisclosed $5,800,00010/3/14 Tourlandish Seed $54,00010/3/14 UrbanBuddy Seed $100,00010/3/14 Vero Analytics Seed $500,00010/3/14 Viyet Seed $1,500,00010/3/14 Wercker Undisclosed $2,400,00010/2/14 Aclaris Therapeutics Series B $21,000,00010/2/14 AppBoy Series B $15,000,00010/2/14 Beyond the Rack Undisclosed $10,000,00010/2/14 Calithera Biosciences Undisclosed $80,000,00010/2/14 Content Savvy Undisclosed Undisclosed10/2/14 Legendary Entertainment Undisclosed $250,000,00010/2/14 MedAware Undisclosed $1,000,00010/2/14 Navdy Undisclosed $6,500,00010/2/14 Struq Undisclosed Undisclosed10/2/14 Vendavo Undisclosed Undisclosed10/2/14 VertiFlex Undisclosed $6,000,00010/2/14 Visterra Series B $30,000,00010/2/14 Wayfair Undisclosed $319,000,00010/2/14 Zafin Undisclosed $15,000,00010/1/14 Alios BioPharma Undisclosed $1,750,000,00010/1/14 Avia Undisclosed $6,000,00010/1/14 Baremetrics Undisclosed $500,00010/1/14 Brewbot Undisclosed $1,500,00010/1/14 BYNDL Seed $1,462,50010/1/14 Cloud 66 Seed $400,00010/1/14 Cognoptix Series D $15,000,00010/1/14 Covenant Review Undisclosed Undisclosed10/1/14 EventBoard Seed $1,500,00010/1/14 Glow Series B $17,000,00010/1/14 Good Technology Undisclosed $80,000,00010/1/14 Hipcamp Seed $2,000,00010/1/14 Houzz Undisclosed $165,000,00010/1/14 miDrive Series A $3,238,03010/1/14 Ncyclo Undisclosed Undisclosed

10/1/14 Pica8 Series B $12,500,00010/1/14 PNP Therapeutics Undisclosed $394,00010/1/14 Primo Advertising Seed $50,00010/1/14 Reddit Undisclosed $50,000,00010/1/14 Simppler Seed Undisclosed10/1/14 The Catch Seed Undisclosed10/1/14 The Shelf Seed $702,50010/1/14 Tile Series A $9,500,0009/30/14 Acutus Medical Undisclosed $26,200,0009/30/14 Agrisoma Series A $8,000,0009/30/14 Allakos Undisclosed $10,000,0009/30/14 Dwolla Undisclosed $9,700,0009/30/14 entheos Seed $1,600,0009/30/14 Expensify Undisclosed $3,500,0009/30/14 Experiment Seed $100,0009/30/14 Food52 Undisclosed $6,000,0009/30/14 Front Undisclosed $3,100,0009/30/14 hiku Seed $1,125,0009/30/14 MoviePass Undisclosed $2,200,0009/30/14 Netpulse Undisclosed $18,600,0009/30/14 Netuitive Undisclosed $6,500,0009/30/14 Oncoceutics Undisclosed Undisclosed9/30/14 Parcel Seed $1,000,0009/30/14 Peer5 Seed $500,0009/30/14 Qubit Series B $26,000,0009/30/14 Remind Series C $40,000,0009/30/14 Sharethrough Undisclosed $10,000,0009/30/14 StepLeader Undisclosed $499,9999/30/14 Twist Bioscience Undisclosed $10,000,0009/30/14 UXCam Seed $100,0009/30/14 Zerply Seed $680,0009/29/14 AnyPresence Undisclosed $6,000,0009/29/14 Aquion Energy Undisclosed $24,599,9759/29/14 Buck Mason Seed $300,0009/29/14 Clay.io Seed $550,0009/29/14 CoinTent Seed $1,000,0009/29/14 Credit Karma Undisclosed $75,000,0009/29/14 Datorama Series B $15,000,0009/29/14 Don’t Call Me Ma’am Seed Undisclosed9/29/14 MD Insider Seed $3,000,0009/29/14 Pristine Undisclosed $5,400,0009/29/14 Privcap Undisclosed $1,300,0009/29/14 Sensics Undisclosed $233,8449/29/14 Spor Undisclosed $200,0009/29/14 StackAdapt Seed $900,0009/29/14 The Credit Junction Seed $2,000,0009/29/14 TriggerMail Undisclosed $6,000,0009/29/14 Xeris Pharmaceuticals Series B $7,274,5929/28/14 Insynctive Seed $150,0009/26/14 Anki Undisclosed $55,000,0009/26/14 Apse Undisclosed $1,316,5839/26/14 Architizer Undisclosed $1,508,7119/26/14 Array Health Undisclosed $13,000,0009/26/14 Benson Hill Biosystems Undisclosed $800,0009/26/14 Building Robotics Undisclosed $6,706,8169/26/14 Cohealo Undisclosed $3,100,0009/26/14 Context Relevant Series B $13,500,0009/26/14 Fundrise Series A $3,600,0009/26/14 Ivanhoe Undisclosed $1,000,000

CONTINUED >All data is based on proprietary information from PrivateRaise, a service of The Deal. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) or has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee te accuracy and completeness of this information.




< Previous

Date Company Round Funding Amount Date Company Round Funding Amount

Venture Capital Deals Since September 22, 2014

All data is based on proprietary information from PrivateRaise, a service of The Deal. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) or has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee te accuracy and completeness of this information.

9/26/14 MassRoots Undisclosed $100,0009/26/14 MyForce Seed $1,270,0009/26/14 MyoScience Undisclosed $8,385,7079/26/14 NuGEN Technologies Undisclosed $6,179,9959/26/14 POW Undisclosed $2,500,0009/26/14 Rithmio Seed $650,0009/26/14 Semprius Undisclosed $1,294,3079/26/14 SendWithUs Undisclosed $2,300,0009/26/14 Skillz Series A $6,000,0009/26/14 Student Loan Benefits Seed $126,0009/26/14 Tawkify Seed $600,0009/26/14 Verengo Undisclosed $15,385,2099/25/14 Accuris Networks Undisclosed $15,000,0009/25/14 Apptentive Series A $5,300,0009/25/14 Bionym Series A $14,000,0009/25/14 CardFlight Undisclosed $750,0009/25/14 Centage Series A $9,500,0009/25/14 Content Analytics Series A $40,000,0009/25/14 Decisive Health Seed $215,0009/25/14 Dollar Shave Club Undisclosed $50,000,0009/25/14 FiveStars Series B $26,000,0009/25/14 GetFeedback Undisclosed $2,300,0009/25/14 Hootsuite Undisclosed $60,000,0009/25/14 Magnitude Software Undisclosed $100,000,0009/25/14 MasteryConnect Series B $15,200,0009/25/14 MemSQL Undisclosed Undisclosed9/25/14 Nanotech Security Undisclosed $2,140,7939/25/14 Next Thing Seed $800,0009/25/14 PatientKeeper Undisclosed Undisclosed9/25/14 Rock My World Undisclosed $225,0009/25/14 SiteOne Therapeutics Undisclosed $1,500,0009/25/14 Taulia Series D $13,000,0009/25/14 Varentec Undisclosed $4,000,0009/25/14 WaterHealth International Undisclosed $10,000,0009/25/14 Zyga Technology Undisclosed $10,000,0009/24/14 Andela Seed Undisclosed9/24/14 BioTherapeutics Undisclosed Undisclosed9/24/14 Branch Metrics Undisclosed $3,000,0009/24/14 CareBooker Seed $500,0009/24/14 Civitas Therapeutics Undisclosed $525,000,0009/24/14 Corindus Vascular Robotics Undisclosed $26,666,4259/24/14 COTA Series A $3,700,0009/24/14 Cribspot Seed $660,0009/24/14 E la Carte Undisclosed $35,000,0009/24/14 EatStreet Undisclosed $2,500,0009/24/14 Freedom Meditech Undisclosed $1,650,2169/24/14 Gametime Undisclosed $4,000,0009/24/14 Hackers / Founders Seed $225,0009/24/14 Inivata Undisclosed $5,143,0969/24/14 Inspirato Undisclosed $20,000,0009/24/14 InstaMed Undisclosed $15,000,0009/24/14 IntegenX Undisclosed $10,000,0009/24/14 Iterable Seed $1,000,0009/24/14 Loveland Technologies Series A $780,0009/24/14 MassDrop Series A $6,500,0009/24/14 MatterFab Seed $770,0009/24/14 Numerify Series B $15,000,0009/24/14 OmnyPay Undisclosed $1,500,0009/24/14 Performance Horizon Group Series B $10,000,000

9/24/14 PlayHaven Undisclosed Undisclosed9/24/14 PowWow Series A $2,500,0009/24/14 Pro.com Series A $14,000,0009/24/14 Qualtrics Undisclosed $150,000,0009/24/14 Soccer Manager Undisclosed $491,7039/24/14 Talkray Series B $5,300,0009/24/14 Udacity Series C $35,000,0009/24/14 Vitae Pharmaceuticals Undisclosed $55,200,0009/23/14 Agari Series C $15,000,0009/23/14 Authorea Seed $610,0009/23/14 BetterWorks Series A $15,500,0009/23/14 BillGuard Undisclosed $1,701,2509/23/14 BillGuard Undisclosed $1,065,0009/23/14 Circle Pharma Seed Undisclosed9/23/14 CurbStand Undisclosed $3,000,0009/23/14 DocuSign Undisclosed Undisclosed9/23/14 EdCast Series A $6,000,0009/23/14 Eureka Therapeutics Undisclosed $21,000,0009/23/14 FlashStock Seed $300,0009/23/14 Fuel Undisclosed $3,500,0009/23/14 HoneyBook Series A $10,000,0009/23/14 Ivantis Series B $25,000,0009/23/14 Jiff Series B $18,000,0009/23/14 Kaiam Undisclosed $35,000,0009/23/14 Kinvey Series B $10,800,0009/23/14 MEK Entertainment Seed $1,000,0009/23/14 Minerva Surgical Undisclosed $25,519,6609/23/14 Nexage Undisclosed $107,500,0009/23/14 NexSteppe Series C $22,000,0009/23/14 PicnicHealth Seed $640,0009/23/14 Protenus Undisclosed $770,0009/23/14 Radius Series D $54,700,0009/23/14 Robinhood Series A $13,000,0009/23/14 SeqLL Series A $1,000,0009/23/14 Silarus Therapeutics Series A $10,000,0009/23/14 Silvercar Series B $14,000,0009/23/14 SiTime Undisclosed $25,000,0009/23/14 Soothe Seed $2,500,0009/23/14 SynGen Undisclosed $2,000,0009/23/14 The Networking Effect Undisclosed $1,000,0009/23/14 Thyritope Biosciences Series A $10,000,0009/23/14 Traxpay Series B $15,000,0009/23/14 VentiRx Pharmaceuticals Undisclosed $19,352,4149/23/14 Wedding Spot Seed $3,000,0009/22/14 Agilence Undisclosed $1,000,0009/22/14 Apcera Undisclosed Undisclosed9/22/14 AppNexus Undisclosed $25,000,0009/22/14 Club W Undisclosed $9,500,0009/22/14 CVRx Undisclosed $15,000,0009/22/14 Duo Security Series B $12,000,0009/22/14 First Warning Systems Undisclosed $1,245,0009/22/14 Mixmax Seed $1,500,0009/22/14 PerceptiMed Undisclosed $2,392,6189/22/14 SellPoint Undisclosed $5,183,9929/22/14 Syndax Pharmaceuticals Undisclosed $4,947,4809/22/14 TelaDoc Undisclosed $50,250,0819/22/14 TRACON Pharmaceuticals Series B $27,000,000 Total: 234



COMPANY INDEX

A-i

Abercrombie & Fitch Co. . . . . . . . . . . . . . . . . . . . . . . . . .7Aeropostale Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7AFH Holding & Advisory LLC. . . . . . . . . . . . . . . . . . . 10Alibaba Group Holding Ltd.. . . . . . . . . . . . . . . . . 1, 4, 6Alimera Sciences Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . .5Allen & Co. LLC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Amazon.com Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6American Eagle Outfitters Inc. . . . . . . . . . . . . . . . . . . .7Arias Resource Capital Management LP . . . . . . . 10Ashley Furniture Industries Inc. . . . . . . . . . . . . . . . . . .6Bank of America Merrill Lynch . . . . . . . . . . . . . . . 6, 14Barclays Capital Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . 9, 14Battery Ventures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Bed, Bath & Beyond Inc.. . . . . . . . . . . . . . . . . . . . . . . . . .6Beijing CAC Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1Bingham McCutchen LLP . . . . . . . . . . . . . . . . . . . . . . 10BMO Capital Markets Corp. . . . . . . . . . . . . . . . . . . . . .14Bone Biologics Corp.. . . . . . . . . . . . . . . . . . . . . . . . . . . 10BSD Medical Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5Bulldog Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1Canaccord Genuity Inc. . . . . . . . . . . . . . . . . . . . . . . 6, 14Cantor Fitzgerald & Co. . . . . . . . . . . . . . . . . . . . . . . 5, 10Chardan Capital Markets LLC . . . . . . . . . . . . . . . . . .1, 5CHC Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4China Valves Technology Inc. . . . . . . . . . . . . . . . . . . .13CIS Acquisition Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1Citigroup Global Markets Inc. . . . . . . . . . . . . . . . . 5, 14Citigroup Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6CJS Securities Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5Clayton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4Coca-Cola Co.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4Cowen & Co. LLC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5, 10Cowen and Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Craig-Hallum Capital Group LLC . . . . . . . . . . . . . . . .14Crate and Barrel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Crede Capital Group LLC. . . . . . . . . . . . . . . . . . . . . . . . .1Credit Suisse Group LLC . . . . . . . . . . . . . . . . . . . . . . . . .9Credit Suisse Securities (USA) LLC. . . . . . . . . . . . . . .14Crescendo Partners LP. . . . . . . . . . . . . . . . . . . . . . . . . .11Ctrip International Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . .4Dave & Buster’s Entertainment Inc. . . . . . . . . . . . . .14Davidowitz & Associates Inc.. . . . . . . . . . . . . . . . . . . . .7DCP Midstream Partners LP. . . . . . . . . . . . . . . . . . . . . .4DELiA*s Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7DeTiger Holdings Ltd.. . . . . . . . . . . . . . . . . . . . . . . . . . . .5Deutsche Bank AG. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Deutsche Bank Securities Inc.. . . . . . . . . . . . . . . . . . .14DHT Holdings Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4Diana Containerships Inc.. . . . . . . . . . . . . . . . . . . . . . . .4Diplomat Pharmacy Inc. . . . . . . . . . . . . . . . . . . . . . . . .14DLA Piper LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Downsview Capital Inc. . . . . . . . . . . . . . . . . . . . . . . . . . .5DT Asia Investments Ltd.. . . . . . . . . . . . . . . . . . . . . . . . .1Dubilier & Rice Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4EarlyBirdCapital Inc. . . . . . . . . . . . . . . . . . . . . . . . . . 5, 11Electronic Game Card Inc. . . . . . . . . . . . . . . . . . . . . . .12

Ellenoff Grossman & Schole LLP . . . . . . . . . . . . . . . . .4Emmaus Life Sciences Inc. . . . . . . . . . . . . . . . . . . . . . 10Empery Asset Management LP . . . . . . . . . . . . . . . . . .1Ener-Core Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1Equitec Group LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5Ethan Allen Global Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . .6Evercore Group LLC. . . . . . . . . . . . . . . . . . . . . . . . . . . . .14Fensterstock & Partners LLP . . . . . . . . . . . . . . . . . . . .11Forefront Capital Markets LLC . . . . . . . . . . . . . . . . . 10G-III Apparel Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . . .7GE Capital Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7Glencore International plc . . . . . . . . . . . . . . . . . . . . . .11Goldman, Sachs & Co.. . . . . . . . . . . . . . . . . . . . . 6, 11, 14Gotham City Research . . . . . . . . . . . . . . . . . . . . . . . . . . .5Great Hill Partners LLC . . . . . . . . . . . . . . . . . . . . . . . . . . .6H.C. Wainwright & Co. Inc. . . . . . . . . . . . . . . . . . . . . . . .5Halcyon Cabot Partners Ltd. . . . . . . . . . . . . . . . . . . . . .6HarbourVest Partners. . . . . . . . . . . . . . . . . . . . . . . . . . . .6Harmony Merger Corp. . . . . . . . . . . . . . . . . . . . . . . . . .11Hennessy Capital Acquisition Corp.. . . . . . . . . . . . . .4Holdings Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5Home Depot Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Honigman Miller Schwartz and Cohn LLP. . . . . . . .7Houlihan Lokey. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14HubSpot Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14I-Bankers Securities Inc.. . . . . . . . . . . . . . . . . . . . . . . . . .5Ikea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Independence Energy Corp. . . . . . . . . . . . . . . . . . . . .13

j-z

J.W. Childs Associates LP . . . . . . . . . . . . . . . . . . . . . . . . .5Janney Montgomery Scott LLC . . . . . . . . . . . . 4, 7, 14Jefferies LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10, 14JPMorgan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14Keefe Bruyette & Woods Inc.. . . . . . . . . . . . . . . . . . . .14Kleiner Perkins Caufield & Byers . . . . . . . . . . . . . . . . .5Korea Investment Partners. . . . . . . . . . . . . . . . . . . . . . .5La Jolla Pharmaceutical Co. . . . . . . . . . . . . . . . . . . . . . .5Ladenburg Thalmann & Co.. . . . . . . . . . . . . . . . . . . . . .5Lake Group Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13Largo Resources Ltd.. . . . . . . . . . . . . . . . . . . . . . . . . . . 10Latham & Watkins LLP . . . . . . . . . . . . . . . . . . . . . . . 6, 10Leerink Partners LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . .14Littman Krooks LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4Lodestar Investment Holdings Corp.. . . . . . . . . . . . .5Longtop Financial Technologies Ltd. . . . . . . . . . . . .5Lowenstein Sandler LLP . . . . . . . . . . . . . . . . . . . . . . . . .4LOYAL3 Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . .14Mackenzie Investments. . . . . . . . . . . . . . . . . . . . . . . . .11Macquarie Securities . . . . . . . . . . . . . . . . . . . . . . . . . . .14Macy’s Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Maxim Group LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5Medley Capital Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . .4MeetMe Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4MELA Sciences Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5Mitsubishi UFJ Securities (USA) Inc. . . . . . . . . . . . . .14MLV & Co. LLC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

Molina Healthcare Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . .4Monster Beverage Corp. . . . . . . . . . . . . . . . . . . . . . . . . .4Morgan Stanley & Co. LLC. . . . . . . . . . . . . . . . . . . . . . .14Musculoskeletal Transplant Foundation Inc. . . . . . . . . . . . . . . . . . . . 10NeuroSigma Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14New York Global Group. . . . . . . . . . . . . . . . . . . . . . . . .11Nudg Media Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13NYGG (Asia) Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11Oppenheimer & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . .14Pacific Crest Securities LLC. . . . . . . . . . . . . . . . . . . 6, 14Piper Jaffray & Co. . . . . . . . . . . . . . . . . . . . . . . . . . 5, 6, 14Plains All American Pipeline LP . . . . . . . . . . . . . . . . . .4Priceline Group Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4Quartet Merger Corp.. . . . . . . . . . . . . . . . . . . . . . . . . . .11Radius Health Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Radnor Research & Trading Co. LLC . . . . . . . . . . . . .11Raymond James & Associates Inc. . . . . . . . . . . . 6, 14Razor Resources Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . .13RBC Capital Markets LLC . . . . . . . . . . . . . . . . . . . . . . . .14Reed Smith LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10RestorGenex Corp.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4Robert W. Baird & Co. . . . . . . . . . . . . . . . . . . . . . . . . 5, 14Ropes & Gray LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Rostock Ventures Corp. . . . . . . . . . . . . . . . . . . . . . . . . .13Roth Capital Partners LLC. . . . . . . . . . . . . . . . . . . . 9, 14Sabby Management LLC. . . . . . . . . . . . . . . . . . . . . . . . .4Salus Capital Partners LLC . . . . . . . . . . . . . . . . . . . . . . .7Schulte Roth & Zabel LLP . . . . . . . . . . . . . . . . . . . . . . . .4SCOGO Group Ltd.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5Scotiabank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14Sino Mercury Acquisition Corp. . . . . . . . . . . . . . . . . . .1Sino-Forest Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .56D Global Technologies Inc. . . . . . . . . . . . . . . . . . . . .11StemCells Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4Stephens Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14Stifel, Nicolaus & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . .14Summer Street Research Partners . . . . . . . . . . . . . .14Sycamore Partners LLC . . . . . . . . . . . . . . . . . . . . . . . . . .7Talbots Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7Target Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Targeted Medical Pharma Inc. . . . . . . . . . . . . . . . . . 10Telsey Advisory Group. . . . . . . . . . . . . . . . . . . . . . . . . . .5Tile Shop . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5Toro Ventures Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13Trina Solar Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9True Precision Investments Ltd. . . . . . . . . . . . . . . . . . .522nd Century Group Inc.. . . . . . . . . . . . . . . . . . . . . . . . .1UBS Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14USD Partners LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14Vertical Research Partners . . . . . . . . . . . . . . . . . . . . . .14Viking Therapeutics Inc. . . . . . . . . . . . . . . . . . . . . . . . .14Visa Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Wayfair Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Wells Fargo Securities LLC . . . . . . . . . . . . . . . . . . . 6, 14William Blair & Co. LLC . . . . . . . . . . . . . . . . . . . . . . . . . .14



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