IPOBOOTCAMP

January 23, 2014January 23, 2014

C O N F I D E N T I A L

THE US IPO MARKETP

roce

eds

#o

fTran

saction

s

$ in Billions

$27.9

$39.2$36.9

$44.0

$55.2

158

130

144

230

150

200

250

30

40

50

60

CONFIDENTIAL 2

Pro

ceed

s#

of

Transactio

ns

$27.9

$17.7

43

61

0

50

100

0

10

20

30

2008 2009 2010 2011 2012 2013

Source: Dealogic & Ipreo. All data includes NYSE AMEX, operating companies, BDCs, REITS and SPACs; Excludes Best Efforts transactions and CEFs; Data as of 12/31/2013

NYSE vs. Nasdaq Proceeds Raised ($B)

$30.9$27.4

$21.4

$40.3

$8.3 $9.5

$22.6

$14.9

2010 2011 2012 2013

NYSE

Nasdaq

FB$16.0

US EXCHANGE BREAKDOWN

CONFIDENTIAL 3

All data includes operating companies, BDCs, REITS and SPACs; Excludes Best Efforts transactions and CEFs; Data as of 12/31/13

8269 78

2010 2011 2012 2013

NYSE

Nasdaq (Non-NYSE Qualified)

115

42 39

18

Nasdaq (NYSE Qualified)

19 27

NYSE vs. Nasdaq # of IPOs

40

7558

Recent U.S. IPO Pricing PerformancePOSITIVE PRICING TRENDREBOUNDS Average Offer/1-Day for December had the

second best showing of the year, reboundingstrongly from a slowdown in November

Only one of the 12 deals to price last monthended down following its debut, as CheniereEnergy Partners slipped 3.9% from its $20.00offer price, while two others ended their firstdays flat

Meanwhile, Technology and Healthcaresectors produced the top four spots in termsof Offer/1 Day performance, with the formerclaiming the first and third spots

China’s online automobile marketplace

IPO Indices: 1-Month Trailing Performance

Totals Pricing Range % Change

Month

Proceeds

($ mm)

# of

Deals Above Within Below

Offer /

1 Day

Offer /

1 Month

Jul/13 4,180.2 21 14.7 15.9

Aug/13 3,993.4 15 18.1 26.3

Sep/13 3,766.4 22 25.2 32.6

Oct/13 12,569.6 31 26.6 38.5

Nov/13 6,530.9 25 15.1 34.3

Dec/13 5,862.4 12 26.3 61.5

T3M 24,962.8 68 21.0 33.0

T6M 36,902.9 126 19.3 27.9

25%

25%

50%

52%

25%

23%

29%

13%

27%

32%

16%

25%

57%

53%

55%

42%

48%

75%

14%

33%

18%

26%

36%

CONFIDENTIAL 4

Ipreo 25 Indices are unweighted moving averages of the pricing performance of the 25 most recent U.S.-listed IPOs.Note: Excludes blank checks, equity unit offerings, CEFs, BDCs, and private placements.Source: Ipreo

China’s online automobile marketplaceAutohome posted the highest one-day jumpin December, surging 76.9% as the companylooks set to benefit from a booming middleclass in the world’s largest auto market

The U.S.-Based 25 Index ended December farahead of the broader markets as the groupreturned a collective 41.8%, helped by only 3constituents registering declines from theiroffer prices

Meanwhile, the International-Based Indexcontinued to track its U.S.-based counterparthigher, aided by seven issuers that have seentheir stock more than double post-IPO;Cyprus’ QIWI tops the list with a return of229.4% since listing in early May

IPO Performance by Industry – Offer/Current TTMIPOS MAINTAIN HEALTHYPRICE PERFORMANCE Technology once again dominated

aftermarket performance in December,despite only two IPOs pricing from thesector, as investors regained confidencein the space after nearly a year-long chillfollowing Facebook’s marred 2012 debut

As the sector’s only IPOs to price inDecember, Nimble Storage and China-based Autohome closed the monthtrading a respective 116% and 115%above offer, joining 14 other IPOs fromthe industry to close out the year withreturns of over 100%

IPO Industry Pricing Statistics - TTM

*Deal Count

Proceeds # of Offer / Offer /

Total Pricing Range % Change

CONFIDENTIAL 5

Data excludes closed-end funds, equity unit offerings, and blank checksSource: Ipreo

returns of over 100%

Elsewhere, Financials ended the monthin last place on both an Offer/Currentand Offer/1 day basis, as CheniereEnergy Partners ended its first day 3.9%below offer, while Fidelity & GuarantyLife, the sector’s top performer inDecember, closed the month a modest11.4% above offer

Separately, while the Consumer sector’sonly two IPOs of the month rose lessthan 10% on their first days, the industryended the year with the highest averageOffer/1 day, helped by Sprouts FarmersMarket (122.9%) and Potbelly (119.8%)

Sector

Proceeds

($mm)

# of

Deals Above Within Below

Offer /

1 Day

Offer /

1 Mo

Consumer $11,251.7 25 32.2 40.9

Energy $10,225.0 20 6.1 10.8

Financials $10,713.2 44 2.9 5.9

Healthcare $9,654.2 52 19.4 34.6

Industrials $3,276.1 7 4.1 11.9

Materials $1,815.7 9 6.1 14.7

Tech/Telecom $11,621.3 55 30.2 41.7

Utilities $900.0 2 14.8 16.6

40%

25%

7%

15%

11%

35%

100%

44%

50%

77%

67%

43%

33%

45%

16%

25%

16%

17%

57%

56%

20%

IPO Backlog by Deal SizeSMALLER DEALSSTILL DOMINATEPIPELINE ACTIVITY

By size group, the backlog showsmixed activity as smaller deals aremore prevalent, while larger issuersseeking to raise $300.0mm or moreare harder to come by; Rice Energycurrently stands as the largest filing at$800.0mm

Elsewhere, average deal size fell to$159.7mm in December, comparedwith $268.7mm in the year-agoperiod, as December saw several largedeals price, including Hilton’s $2.7B

IPO Backlog by Sector

Current Year Ago YoY# Current Year-Ago YoY $Issuer Group # # ∆ ($mm) ($mm) % ∆$500mm or More 6 10 -4 ↓ 3,300.0 9,044.6 -63.5 ↓$300 to $500mm 3 7 -4 ↓ 1,200.0 2,466.8 -51.4 ↓$100 to $300mm 29 19 10 ↑ 4,145.1 3,656.0 13.4 ↑Less than $100mm 27 26 1 ↑ 1,738.5 1,494.6 16.3 ↑Total 65 62 3 ↑ 10,383.6 16,662.0 -37.7 ↓

CONFIDENTIAL 6

deals price, including Hilton’s $2.7Boffering

Meanwhile, Healthcare pulled aheadin December and now leads on dealcount as the sector accounted for halfof December’s total filings

Despite slipping to fourth place on adeal count basis, the Consumer sectoradded three new issuers to thebacklog in December, including Texas-based specialty retailer MichaelsStores ($500.0mm)

Source: Ipreo

Key IPO Backlog StatisticsBACKLOG ACTIVITYPICKS UP

The current backlog of 65 IPOs narrowlyleads on deal count compared to theyear-ago period, despite continuing totrail on a proceeds basis as last year’spipeline included several $1B+ deals

Still, the backlog added 20 new deals inDecember, including Rice Energy($800.0mm), biotechnology firm AptalisHoldings ($500.0mm) and MichaelsStores ($500.0mm), which withdrew itsoriginal March 2012 filing mid-month,

Historical IPO Filing Trends

Current Year Ago YoY# Current Year-Ago YoY $Issuer Group # # ∆ ($mm) ($mm) % ∆US IPOs 54 53 1 ↑ 8,446.4 14,807.0 -43.0 ↓International IPOs 11 9 2 ↑ 1,937.2 1,855.0 4.4 ↑Total 65 62 3 ↑ 10,383.6 16,662.0 -37.7 ↓

CONFIDENTIAL 7

original March 2012 filing mid-month,only to refile several days later

Meanwhile, just one other issuer, DTLRHolding, postponed its offering inDecember, compared with sixwithdrawn/postponed deals in the year-ago period

Elsewhere, three new internationalissuers filed in December, including U.K.-based oil and drilling company NobleSpinco, which hopes to raise $400.0mmin its debut

*As of 12/31/2013Source: Ipreo

VENTURE-BACKEDISSUANCE

Historical VC-Backed Issuance – Deal Count

42

5260 58

712

64

51 50

89

0

10

20

30

40

50

60

70

80

90

100

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013N

um

be

ro

fII

PO

s

CONFIDENTIAL 8

Includes all venture-backed IPOs as of 12/31/2013Source: Ipreo

VC-Backed IPOs – 2013 Pricing Performance – 2013

28% 44% 28%By # of IPOs

Below In Range Above

$11.1

Proceeds ($Bn)

89

# of IPOs

FLAWLESS LAUNCHAND EXECUTION

MAXIMIZED VISIBLILITYOF YOUR DEBUT

IPO SUCCESS DEMANDS:

CONFIDENTIAL 9

THE RIGHT PARTNERFOR THE LONG TERM

ACTIONABLE ANDTIMELY INTELLIGENCE

• IPO execution• Ongoing liquidity• Orderly market information flow

• IPO visibility• Brand association• Global• Customers, partners, investors

EXCHANGES SHOULD DELIVER:

FLAWLESS LAUNCHAND EXECUTION

MAXIMIZED VISIBLILITYOF YOUR DEBUT

CONFIDENTIAL 10

• Customers, partners, investors

• Advisory, services & support• Building stronger ties to

shareholders

Global platform for partnerships;business development

Advocacy, issuer support,education, network

THE RIGHT PARTNERFOR THE LONG TERM

ACTIONABLE ANDTIMELY INTELLIGENCE

Unique global network of companies

The only market with a DesignatedMarket Maker accountable to you

Unsurpassed visibility

Comprehensive market analyticsplatform

Listing standards accommodative to

WHY CONSIDER A LISTING ON THE NYSE?

CONFIDENTIAL 11

Listing standards accommodative togrowth companies

Similar costs

When do I choose an exchange?

We often begin confidential discussions 12-18 months prior to your IPO to assist you in the process andhelp you tap into our network.

Do I have to formally name an exchange on my initial S-1?

No, we often see the exchange choice left blank. Most however, prefer to have their decision made sincecompanies are so busy once filed.

How do I reserve tickers?

1-4 letter tickers can be used on either exchange; simply call us to make a reservation. Reservations aregood for 1-2 years and once reserved in your company’s name, you can use that ticker on either exchange.

FAQS

CONFIDENTIAL 12

good for 1-2 years and once reserved in your company’s name, you can use that ticker on either exchange.

When do I file my application?

Don’t worry about the application until you file your S-1 because much of the application can refer to it.We are happy to review your financials confidentially beforehand, if there is any question aboutqualification.

Which exchange will my bankers recommend?

We find that bankers generally don’t share an opinion of one exchange over another. Instead, theyrecommend you speak with both.

FOR MORE INFORMATION:

Brian S. CurranVice President

Capital MarketsT 650.461.6971C 650.533.5033bcurran@nyx.com

For the most up to dateIPO information, visit our IPOCenter: http://usequities.nyx.com/listings

Download the NYSE IPO Guide:https://usequities.nyx.com/listings/ipo-guide

APPENDIX

Listing Standards and Fees

NYSE IPOs 2013

Required to meet one of the following financial criteria

Standard I – Earnings TestAdjusted pre-tax income: Aggregate for last 3 years1, 2 $10MM Each of the two recent years $2MM Third year must be positive3 >$0

Standard II (a) – Valuation/Revenue with Cash FlowMarket capitalization $500MM Revenues (most recent 12-month period) $100MMAdjusted cash flow: Aggregate for the last 3 years2 $25MM All 3 years must be positive >$0

Required to meet all of the following distribution criteriaRound-lot holders 400Public shares 1.1MMPublic market value: IPOs, carve-outs & spin-offs $40MM All other listings $100MMMinimum share price $4.00

INITIAL LISTING STANDARDS

NYSE MKTNYSE

Required to meet one of the following distribution criteria

Public shareholders 400Public float 1,000,000

Public shareholders 800Public float 500,000

Public shareholders 400Public float 500,000Avg. daily volume 2,0001

Required to meet one of the following listing criteria

Standard I Pre-tax income2 $750K Public float $3MM Stockholders’ equity $4MMMinimum share price $3.00

Standard II Operating history ≥2 years Public float $15MM Stockholders’ equity $4MMMinimum share price $3.00

OR OR

CONFIDENTIAL 15

All 3 years must be positive >$0

Standard II (b) – Pure Valuation/Revenue with RevenuesMarket capitalization $750MM Revenues (most recent fiscal year) $75MM

Standard III – Affiliated CompanyFor new entities w/ NYSE listed parent or affiliated company:Market capitalization $500MM Public market value $60MM Operating history ≥ 12 months

Standard IV – Assets and EquityMarket capitalization $150MM Total assets $75MM Stockholders’ equity $50MM

1 6 months prior to listing for exchange transfers2 The applicable requirement must be satisfied in either the last fiscal year or 2 out of 3 most recent fiscal years

1 Under certain circumstances, companies may qualify with $10MM in aggregate for 2 years and nine months2 Only two years if a company is an Emerging Growth Company under the JOBS Act (gross revenues of less than $1B)3 If loss in 3rd year, adjusted pre-tax of $12MM in aggregate is required, with at least $5MM in the most recent fiscal year, and

$2MM in the next most recent fiscal year

Minimum share price $3.00

Standard IIIMarket capitalization $50MM Public float $15MM Stockholders’ equity $4MMMinimum share price $2.00

Standard IVMarket capitalization $75MMOR Total Assets2 $75MMAND Total Revenue2 $75MM Public float $20MMMinimum share price $3.00

NYSE

CONTINUED LISTING STANDARDSNYSE MKT

Required to meet all of the following distribution criteriaMinimum of 200,000 publicly-held sharesMinimum of 300 public shareholders1

Minimum market value of public float of $1MM for more than 90 consecutive days

Required to meet all financial condition and/or operating resultsI. Maintain a minimum of $2MM in stockholder’s equity if the company reports losses from

continuing operations and/or net losses in 2 of last 3 fiscal yearsII. Maintain a minimum of $4MM in stockholder’s equity if the company reports losses from

continuing operations and/or net losses in 3 of last 4 fiscal yearsIII.Maintain a minimum of $6MM in stockholder’s equity if the company reports losses from

continuing operations and/or net losses in 5 most recent fiscal yearsIV.Financial condition of the company cannot be impaired

The Exchange will not normally consider suspending an issuer which is below any of criteria (I)through (III) above if the issuer is in compliance with all the followingMinimum of $50MM market cap, OR total assets & revenue of $50MM each in last fiscal year or

2 of last 3 fiscal years Issuer has at least 1.1MM publicly-held sharesMarket value of publicly-held shares exceeds $15MMCompany maintains 400 round lot holders

Required to meet one of the following distribution criteria400 total shareholders, OR1,200 total shareholders, if average monthly trading volume < 100,000 shares

(for most recent 12 months), OR600,000 publicly-held shares

Required to meet all of the below standards

I. Minimum average closing share price of ≥$1.00 over a consecutive 30 trading-day period

II. Either Average global market cap minimum of $50 million over aconsecutive 30 day trading period

OR Stockholders’ equity minimum of $50 million over a consecutive30 day trading period1

III.Average global market cap must exceed $15MM over a consecutive 30trading-day period2

CONFIDENTIAL 16

Disposal of Assets – Reduction of OperationsI. Issuer ceases as an operating company or disposes of its principal operating assets where the

issuer has substantially discontinued business it conducted as the time it was listed2

II. If liquidation of the issuer has been authorizedIII. If advice has been received, deemed by the Exchange to be authoritative, that the security is

without value

Failure to Comply with Listing Agreements and/or SEC RequirementsThe securities of an issuer failing to comply with its listing or other agreements with the

Exchange and/or SEC Requirements in any material respect, are subject to suspension fromdealings and, unless prompt corrective action is taken, removal from listing

Other EventsI. If the common stock sells for a low price for a substantial period of time and/or the issuer fails

to effect a reverse split of such shares within a reasonable time after being notified of suchpotential actions by the Exchange

II. If the issuer or its management shall engage in operations which, in the opinion of theExchange, are contrary to the public interest

III. If the issuer shall fail or refuse to pay, when due, any applicable listing fees established by theExchange, the issuer may be subject to delisting procedures

1 Exclusive of holdings of officers, directors, controlling shareholders or other family or concentrated holdings2 See Sec. 1003.(c).(i). APPLICATION OF POLICIES for detailed description

1 Excludes Limited Partnerships, Closed-end Funds, Real Estate Investment Trusts, and Affiliated Companies2 If not met, the company is subject to prompt delisting without a remedy period

NYSE / NASDAQ LISTING FEES COMPARISON

Shares Outstanding (MM) NYSE Nasdaq NYSE Nasdaq

Up to 10 $125,000 $125,000 $42,000 $35,000

20 $125,000 $125,000 $42,000 $37,500

30 $146,000 $125,000 $42,000 $37,500

40 $178,000 $150,000 $42,000 $37,500

50 $210,000 $150,000 $46,500 $37,500

60 $242,000 $200,000 $55,800 $46,500

70 $250,000 $200,000 $65,100 $46,500

80 $250,000 $200,000 $74,400 $68,500

90 $250,000 $200,000 $83,700 $68,500

101 $250,000 $225,000 $93,930 $89,000

One Time Initial Fee (IPOs only) Annual Fee

Fees per additional sharesissued during the year are loweron NYSE

CONFIDENTIAL 17

101 $250,000 $225,000 $93,930 $89,000

Other Disclosures and Fees

NYSE Nasdaq

Fee for each written interpretation of rules $0 $15,000

Fee per additional share issued during year:

Up to and including 75MM $0.0048 $0.01*

Over 75MM up to and including 300MM $0.00375 $0.01*

Over 300MM $0.0019 $0.01*

NYSE annual listing fee is $930 per MMshares outstanding(min $42K, max $500K)

NYSE initial listing fee is $50K + $3,200 perMM shares outstanding(min $125K, max $250K)

Higher amounts:

* Nasdaq additional share fees capped at $65K per year

NYSE MKT / NASDAQ CAPITAL MARKET LISTING FEES COMPARISON

Shares Outstanding (MM) NYSE MKTNasdaq Capital

MarketNYSE MKT

Nasdaq CapitalMarket

Up to 5 $50,000 $50,000 $30,000 $32,000

10 $55,000 $50,000 $30,000 $32,000

15 $60,000 $50,000 $30,000 $32,000

20 $75,000 $75,000 $30,000 $32,000

30 $75,000 $75,000 $30,000 $32,000

40 $75,000 $75,000 $30,000 $32,000

50 $75,000 $75,000 $30,000 $32,000

60 $75,000 $75,000 $40,000 $32,000

One Time Initial Fee (IPOs only) Annual Fee

CONFIDENTIAL 18

60 $75,000 $75,000 $40,000 $32,000

70 $75,000 $75,000 $40,000 $32,000

75 and above $75,000 $75,000 $45,000 $32,000

Other Disclosures and Fees

NYSE MKTNasdaq Capital

Market

Fee for each written interpretation of rules $0 $15,000

Fee per additional share issued during year $0.02 $0.01*

Maximum fee per application $45,000 N/A

Maximum fee allocated per year $65,000 $65,000

* No fee for additional shares up to 49,999 per quarter

$198 mm IPOJanuary 2013

$600 mm IPOJanuary 2013

$257 mm IPOJanuary 2013

$222 mm IPOJanuary 2013

$233 mm IPOJanuary 2013

$2,239 mm IPOJanuary 2013

$247 mm IPOFebruary 2013

$120 mm IPOFebruary 2013

$80 mm IPOFebruary 2013

2013 NYSE IPOS

$331 mm IPOMarch 2013

$81 mm IPOMarch 2013

$104 mm IPOMarch 2013

$264 mm IPOMarch 2013

$105 mm IPOMarch 2013

$86 mm IPOMarch 2013

$580 mm IPOMarch 2013

$629 mm IPOApril 2013

$156 mm IPOApril 2013

$84 mm IPO $505 mm IPO $167 mm IPO $237 mm IPO $348 mm IPO $702 mm IPO $1,271 mm IPO$129 mm IPO $190 mm IPO

CONFIDENTIAL 19

$84 mm IPOApril 2013

$505 mm IPOApril 2013

$167 mm IPOApril 2013

$237 mm IPOApril 2013

$348 mm IPOApril 2013

$702 mm IPOApril 2013

$1,271 mm IPOMay 2013

$129 mm IPOMay 2013

$190 mm IPOMay 2013

$88 mm IPOMay 2013

$128 mm IPOMay 2013

$200 mm IPOMay 2013

$287 mm IPOMay 2013

$947 mm IPOMay 2013

$80 mm IPOMay 2013

$281 mm IPOMay 2013

$254 mm IPOMay 2013

$81 mm IPOMay 2013

$79 mm IPOJune2013

$50 mm IPOJune2013

$75 mm IPOJune2013

$332 mm IPOMay 2013

$77 mm IPOMay 2013

$333 mm IPOMay 2013

$128 mm IPOJune 2013

$999 mm IPOJune 2013

* Company listed without an offering; All Data includes Operating Companies & REITs as of 12/31/13

*May 2013

2013 NYSE IPOS (CONTINUED)

$70 mm IPOJune 2013

*June 2013

$75 mm IPOJune 2013

$430 mm IPOJuly 2013

$116 mm IPOJuly 2013

$224 mm IPOJuly 2013

$200 mm IPOJuly 2013

$217 mm IPOJuly 2013

$378 mm IPOJuly 2013

$188 mm IPOJuly 2013

$102 mm IPOJuly 2013

$413 mm IPOJuly 2013

$140 mm IPOJuly 2013

$706 mm IPOJuly 2013

$316 mm IPOAugust 2013

$46 mm IPOAugust 2013

$160 mm IPOAugust 2013

$175 mm IPOAugust 2013

$420 mm IPO $660 mm IPO $118 mm IPO $101 mm IPO $966 mm IPO $276 mm IPO $95 mm IPO $272 mm IPO $252 mm IPO

CONFIDENTIAL 20

* Company listed without an offering; All Data includes Operating Companies & REITs as of 12/31/13

$420 mm IPOAugust 2013

$660 mm IPOAugust 2013

$118 mm IPOAugust 2013

$101 mm IPOAugust 2013

$966 mm IPOAugust 2013

$276 mm IPOAugust 2013

$95 mm IPOSeptember 2013

$272 mm IPOSeptember 2013

$252 mm IPOSeptember 2013

$98 mm IPOSeptember 2013

$162 mm IPOSeptember 2013

$930 mm IPOOctober 2013

$227 mm IPOOctober 2013

$220 mm IPOOctober 2013

$315 mm IPOOctober 2013

$130 mm IPOOctober 2013

$257 mm IPOOctober 2013

$114 mm IPOOctober 2013

$303 mm IPOOctober 2013

$1,572 mm IPOOctober 2013

$260 mm IPOOctober 2013

$357 mm IPOOctober 2013

$2,816 mm IPOOctober 2013

$85 mm IPOOctober 2013

$153 mm IPOOctober 2013

$825 mm IPOOctober 2013

$72 mm IPOOctober 2013

2013 NYSE IPOS (CONTINUED)

$225 mm IPOOctober 2013

$335 mm IPOOctober 2013

$187 mm IPOOctober 2013

$125 mm IPOOctober 2013

$114 mm IPONovember 2013

$75 mm IPONovember 2013

$409 mm IPONovember 2013

$102 mm IPONovember 2013

$55 mm IPONovember 2013

$1,820 mm IPONovember 2013

$333 mm IPONovember 2013

$137 mm IPONovember 2013

$188 mm IPONovember 2013

$565 mm IPONovember 2013

$228 mm IPONovember 2013

$73 mm IPONovember 2013

$75 mm IPONovember 2013

$200 mm IPONovember 2013

$133 mm IPO $345 mm IPO $305 mm IPO $2,353 mm IPO $725 mm IPO $168 mm IPO $166 mm IPO $332 mm IPODecember 2013

CONFIDENTIAL 21

* Company listed without an offering; All Data includes Operating Companies & REITs as of 12/31/13

$133 mm IPODecember 2013

$345 mm IPODecember 2013

$305 mm IPODecember 2013

$2,353 mm IPODecember 2013

$725 mm IPODecember 2013

$168 mm IPODecember 2013

$166 mm IPODecember 2013 December 2013