news, information and analysis of small cap equity finance

Hydra Industries Acquisition Corp. and two other com-panies were forced to postpone their initial public offer-ings because of increased volatility in the market.

Hydra, a special purpose acquisition company, had filed to raise $100 million in an IPO underwritten by UBS Investment Bank and EarlyBirdCapital Inc. It was ex-pected to price the week of Oct. 13.

Hydra eventually priced a reduced $80 million IPO late on Friday.

A SPAC sponsor not involved in the deal blamed the de-lay of the IPO on concerns about the European economy, the threat of terrorism linked to ISIS, and Ebola.

“It’s killing the IPO market,” the SPAC sponsor said. “We have heard from ECM desks at multiple banks that the window” may be closed until January.

Other IPOs that were postponed the same week as Hydra’s were a $50 million offering by biotech company Virobay Inc. and a $44 million offering by Xenon Phar-maceuticals Inc.

Network equipment provider Zayo Group Holdings Inc.’s $650 million IPO, underwritten by Morgan Stanley & Co. LLC, Barclays Capital Inc. and Goldman, Sachs &

Co., was still able to price its offering on Oct. 17.“Deals are continuing to get done with more price

sensitivity and selectiveness,” said Charles Mather, the co-head of equity capital markets at Janney Montgomery Scott LLC. “Valuations of IPOs aren’t as healthy as people would like but, as of today, the IPO market is open.

“It’s a little premature to say the IPO market is frozen,” he said. “If we have several days down 150 points plus in the mark, it could come to pass.”

The Standard & Poor’s 500 Index had risen 5.54% this year through Thursday to 1927.11. It had dipped as low as 1862.49 on Oct. 15. The Dow Jones Industrial Average was up 0.61% year to date at 16,677.9. It slumped to 16,117.24 on Oct. 16. The small-cap dominated Russell 2000 Index is down 4.05% year to date to 1096.87, after touching a low of 1049.30 Oct. 13.

“If you’re a portfolio manager who just got clipped the past few weeks and you’re maybe facing redemptions, you’re probably being mindful of the market,” Mather said.

Carter Mack, president of JMP Group Inc. (JMP) in

Complete index to the latest news page 2

Hudson Bay Capital Management LP is embroiled in a legal fight with Worlds Inc. (WDDD) over the patent monetization company’s refusal to lower the price of warrants issued last year in a private placement of con-vertible debt.

Worlds claims that Hudson Bay’s lawsuit is an attempt to exploit an error Worlds made in a Securities and Exchange Commission filing that had nothing to do with Hudson Bay’s investment.

The Hudson Bay IP Opportunities Master Fund, a unit of New York-based Hudson, filed a suit last month against Brookline, Mass.-based Worlds in New York Supreme Court, seeking to force the company to lower the exercise price of warrants. Hudson Bay argued that Worlds is contractually obligated to lower the exercise price, under the anti-dilution provision of March 2013 private-investment-in-public-equity transaction.

Worlds owns nine patents relating to scalable architecture for three-dimensional graphical, multi-user, interactive virtual world systems such as those used in video games.

Hudson Bay claimed in the suit that the anti-dilution provision of its investment in Worlds was triggered by Worlds’ board’s decision to extend options granted to CEO Thom Kidrin.

Hudson Bay sues Worlds to force warrant price cutby dan lonkevich

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

HUDSON BAY continued on page 4 >

by dan lonkevich

boot barn sets terms for iPo Boot Barn Holdings Inc., the Irvine, Calif.-based seller of western and work-related apparel and footwear, set the terms for its initial public offering, to sell 5 million shares with a price range of $14 to $16 per share. At the midpoint, Boot Barn would raise $75 million. Underwriters have the option to purchase an extra 750,000 shares, which would raise an additional $11.25 million dollars. The offering will value the company at about $375 million ($386 million including the underwriters’ option). JPMorgan, Piper Jaffray & Co., Jefferies LLC, Wells Fargo Securities LLC and Robert W. Baird & Co. are underwriters. Proceeds will be used to repay part of Boot Barn’s existing term loan facility.page 7

IPO MArket continued on page 4 >

IPO market slows on macro-economic concerns

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

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OcTObEr 28 2014

VOLUME III, NO. 35

European economy, ISIS, Ebola cause pause

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INDEX

MARKET UPDATE01 IPO market slows on macro-economic concerns.

01 Hudson Bay sues Worlds to force warrant price cut.

07 Boot Barn sets terms for IPO.

08 New SPAC CB Pharma raising $46M for drug acquisitions.

DEALFLOW09 Forward Pharma floats $221M IPO, dips first day out.

09 Boart Longyear recap includes new debt and equity.

10 Cantor investing $37.5M in Hutchinson Technology.

10 GoodData looks for deals ahead of IPO.

10 Nanosphere raises $20M in CMPO for its Verigene System.

11 Levon Resources leads $10M investment in Pershing.

11 BBooth, operator of video kiosks, goes public.

REGULATORY UPDATE12 Former Subaye CFO Crane receives 10-year ban.

13 Fund manager Jarkesy fined $1.65M by SEC.

13 Fund manager accused of pre-IPO investment scam.

14 SEC brings action against Krinos, shell company.

DATES & DEADLINES15

SMALL CAP EQUITY FINANCE ACTIVITY16

ISSUER INDEX29

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MARKET UPDATE

San Francisco, said the stock market has gone through a period of heightened volatility because of concern about an economic slowdown in Eu-rope.

“I don’t view ISIS and Ebola—though they’re obviously significant things to the extent they’re creating volatility in the market—I don’t view those as first causes,” he said.

“We had a sell-off in the overall market caused by European economic indicators,” Mack said. “There was a pause in the IPO market and rightfully so.”

Mack said he doesn’t believe the IPO market is closed, by any means.

“We’ve had a steady stream of deals the last couple of years,” he said. “We just priced Proteon Therapeutics last night. It was a life sciences company and a $60 million raise.

“We were able to get that done,” he said.Shares of Proteon Therapeutics Inc. (PRTO)

closed at the IPO price of $10 on Thursday, down 3 cents for the day.

Mack said the IPO market will probably remain relatively quiet, compared with earlier this year, as companies ready their third-quarter financials in anticipation of an IPO filing just before Thanks-giving and a pricing by the end of the year.

“The underpinnings of the equity market re-main strong,” he said. “Companies still need to raise money before the end of the year and inves-tors continue to pay attention to growth stories.”

The VIX index, which tracks market volatility, spiked above 20 starting on Oct. 9, after a period of more than two years in which it stayed in the teens. The VIX closed at 16.53 on Thursday. The

last time the index had risen above 20 was in 2012 during the battle between congressional Republicans and President Obama over the debt ceiling.

Barring a large correction, and if the stock market calms down, IPOs will become more ac-tive again, Mack said.

Other market watchers said they were not sur-prised by the signs of the IPO market cooling in the midst of its best year in a decade.

Year-to-date, there have been 245 offerings that raised $82.6 billion, according to data from Dealogic plc, the most since 2000, when 395 deals raised $96.2 billion.

“There is no question that macro events like

ISIS and Ebola are impacting all aspects of capi-tal markets,” said Mitchell Littman, a partner with the law firm Littman Krooks LLP in New York. “Recent extreme volatility has certainly proved that to be the case. So while I do not dis-agree that even the IPO markets will ultimately be affected by these worldwide issues, I am not yet convinced that necessarily translates into a complete closure of the IPO window. A micro (vs. macro) decision to invest in an IPO is still based on the particular IPO company and its particular market; those investors who believe in that IPO company are still going to look for access to its equity.”

The private-investment-in-public-equity mar-ket also has slowed in recent weeks, relative to its pace in the first nine months of the year.

So far during the fourth quarter, there have been only 54 PIPE transactions, raising a total of $1.12 billion. That compares with 58 worth $957.3 million, a year ago. The data excludes PIPEs that raised less than $1 million.

“The IPO environment for development-stage life science companies has been challenging for a while,” said Jack Hogoboom, a partner with the law firm of Lowenstein Sandler LLP in Roseland, N.J. “The recent volatility in the markets and con-cerns about the potential spread of Ebola appear to have made what was already a difficult market that much worse.

“I suspect the market will stay this way until the present circumstances get clarified. Life sci-ence investors must be licking their wounds right about now and many of them may prefer to wait out the rest of 2014 and hope for a better envi-ronment when the JPMorgan conference kicks off 2015.” n

< IPO MARKET from page 1

“This adjustment was triggered when Worlds substantially extended the term of 7.5 million stock options held by its chief executive officer that have an exercise price substantially lower than the exercise price of the warrant,” the fund said in its complaint. “Without justification or cause, Worlds has refused to honor its obligations under the warrant, thereby diluting the value of the warrant to Hudson Bay’s detriment.”

The fund is seeking damages of $914,876 and the turnover of 4.95 million shares of Worlds

stock, worth about $813,285 as of Oct. 20. Hud-son Bay is also seeking attorneys’ fees.

The 7.5 million options granted to Kidrin had a price of 7.6 cents each, while the warrants held by Hudson Bay had an exercise price of $1.

Representatives of Hudson Bay could not be reached for comment for this article.

The dispute stems from a $2.3 million con-vertible debt PIPE Worlds issued to the Hudson Bay fund, along with Iroquois Capital LP and GRQ Consultants.

So far, neither New York-based Iroquois, nor Boca Raton, Fla.-based GRQ, run by microcap

financier Barry Honig, have joined the dispute. Honig said he hasn’t joined the suit but if Hudson Bay wins he will make money because his war-rants will have to be adjusted as well.

Joshua Silverman, the manager of Iroquois Capital, declined to comment.

“It’s easier for the others and more cost effec-tive to let Hudson Bay carry the freight,” said Jack Hogoboom, a partner with the law firm of Lowen-stein Sandler LLP in Roseland, N.J., who is not involved in the case.

< HUDSON BAY from page 1

JMP’s President Carter MaCk

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MARKET UPDATE

Hudson Bay is represented in the case by Phil-ip Cohen and Lauren Grassotti in the New York office of Greenberg Traurig LLP, who couldn’t be reached for comment. Worlds is represented by David Sack and Irving Rothstein with the law firm Feder Kaszovitz LLP in New York. Sack declined to comment.

Worlds said in its defense that the lawsuit is based on an error in its public filings with the SEC. The company said it mistakenly included an agreement to extend options held by Kidrin for two years until March 2016. The extension, how-ever, was inoperative because Kidrin’s options to purchase 15 million shares at 5 cents originally granted in 2007 were instead converted into 7.5 million options at 7.6 cents that didn’t actually expire until 2017.

Because of ongoing negotiations between Kidrin and the Worlds board over his compensa-tion, the erroneous options extension was in-corporated into the company’s filings, unnoticed until Hudson Bay filed its lawsuit, the company claimed.

Hudson Bay’s lawsuit “is premised upon fac-tual errors, is without legal merit, and we intend to vigorously contest it,” Worlds said in an Oct. 14 filing with the SEC.

Kidrin said in an interview that the error in-volved cashless options and that no one was harmed except him, in that he voluntarily agreed to accept only 7.5 million options priced at 7.6 cents each. The move gave Worlds more flexibil-ity to raise money to help fund its strategy of pur-suing litigation against companies it claims are infringing its patents.

Worlds is currently suing Activision Blizzard Inc. (ATVI), claiming patent infringement in the company’s World of Warcraft and Call of Duty video games.

In an affidavit filed in the litigation with Hudson Bay, Kidrin explained how the errone-ous options extension came to be filed. He said that, in 2007, Worlds granted him 15 million stock options priced at 5 cents each, with a five-year term. In June 2012, with the options set to ex-pire, Kidrin said he began negotiations with the company about the terms of his employment and compensation going forward.

“Taking into account the company’s finan-cial condition and the need for additional work,

including litigation (the Patent Lawsuit), that needed to be completed before the company would commence earning revenue, I was willing to continue serving as CEO on substantially the same terms, but with a lower base salary,” Kidrin said in the affidavit.

In August 2012, the board first offered to ex-tend options it incorrectly thought were expiring in 2014 for two years to 2016. The board later offered to issue Kidrin 7.5 million options at 7.6 cents each for 18 months in consideration for him not exercising his 15 million options at 5 cents.

“The term was substantially similar in length to that of my previous stock option agreement, al-though in consideration for the company’s finan-cial condition, I did agree to accept half the num-ber of options as those which had been granted to me in 2007,” he said in the affidavit.

Kidrin added that “the only option agreement actually granted to me in 2012, to which I am ac-tually entitled, was that which was authorized by the employment agreement, as approved by the board on September 20, 2012, which superseded the board’s previous August 6, 2012 resolution approving an option agreement for a shorter time duration.”

At around the same time, Kidrin said, he was introduced by Christopher Marlett, the CEO of intellectual-property-focused investment bank

MDB Capital Group in Dallas to Hudson Bay portfolio manager Yoav Roth and the firm’s in-house IP counsel Richard Allison.

“I was told that Hudson Bay had expertise, and a large investor following in the IP litigation area, and that it was the best company of those participating in the IP funding area,” Kidrin said.

He said he also was told that Hudson Bay was interested in investing in Worlds, “in backing our efforts to pursue the patent lawsuit, in enabling us to acquire additional intellectual property, and in exposing Worlds to institutional inves-tors.” At the time, Worlds stock was trading at 7 cents, Kidrin said in the affidavit.

Marlett said in an e-mail he doesn’t remember Kidrin and that he doubted he would have con-nected him to Hudson Bay unless Worlds had few other options.

To persuade Hudson Bay to invest, Worlds agreed to allow Hudson Bay’s Allison to conduct due diligence on its patent portfolio, and the law-suit against Activision Blizzard, all at Worlds’ ex-pense, Kidrin said.

In November 2012, Worlds entered into a con-sulting agreement with Hudson Bay and Iroquois Capital, giving them 750,000 shares with a then-current value of $135,000. The due diligence pro-cess, which was supposed to take six weeks, ex-tended for four months, Kidrin said. During that time Worlds stock rose from 17 cents to 42 cents, more than doubling the value of the shares given to Hudson Bay and Iroquois to $315,000.

In March 2013, Worlds agreed to sell $2.3 million in three-year senior secured notes and warrants to Hudson Bay, Iroquois and GRQ. The financing included Series A notes, which were convertible into stock at an initial price of 50 cents a share; Series B notes, convertible at 75 cents; and Series C notes convertible at 35 cents. All three conversion prices were subject to reset and anti-dilution protection. The investors also received five-year warrants to purchase a total of 4.53 million shares for 50 cents each, subject to full-ratchet downward-adjustment anti-dilution provisions.

Hudson Bay and Iroquois each invested $1.1 million, while GRQ invested $95,834. The three investors have a history of investing in patent monetization companies, sometimes together. Others they have invested in include Vringo Inc.

Worlds Inc.’s cEo Thom KIdrIn

CONTINUED >

< PrEvIOUs



MARKET UPDATE

(VRNG), Marathon Patent Group Inc. (MARA) and Spherix Inc. (SPEX).

The terms of the convertible notes also called for Worlds to keep $2 million of the proceeds in a lockbox account that the company could not ac-cess without the investors’ consent. That meant that Worlds really only received about $350,000 in funding.

Kidrin said that Worlds agreed to the two-tiered structure of the financing because a Mark-man hearing, in the company’s lawsuit against Activision, was scheduled for June 2013. A Mark-man hearing is a pre-trial hearing where a judge examines evidence from all parties in a patent infringement claim.

“It was anticipated by all parties that the market price of Worlds common stock would in-crease significantly as the Markman hearing date approached in anticipation of a positive outcome, and increase again following the hearing,” Kidrin said.

Unfortunately for Worlds and its investors, events turned out differently than expected. The Markman hearing was postponed for more than a year until Oct. 3, 2014, because Judge Denise Casper of the U.S. District Court in Boston was assigned to preside over the criminal trial of or-ganized crime figure James “Whitey” Bulger.

After the delay, Worlds stock fell to 26 cents from about 54 cents. Kidrin said in his affidavit that a significant short position developed in the stock.

As Worlds stock fell, the full-ratchet down-ward-adjustment provisions of the notes poten-tially gave the investors the right to lower their conversion prices.

“Worlds was thus compelled to renegotiate the notes, because it could not risk the triggering of a ‘death spiral,’ which could be caused, among other reasons, by the investors (among oth-ers) short selling Worlds common stock, which would depress the market price, thus allowing the investors to convert at a much lower price, and reaping a windfall when the price returned to equilibrium, to the detriment of the company’s other shareholders, who would find their hold-ings both diluted and devalued,” Kidrin said.

He alleged that “Hudson Bay participated, directly or indirectly, in the creation of a ‘death spiral’ in the summer of 2013, causing significant

decrease in the market price of Worlds common stock from $0.54 to $0.26 per share.”

Kidrin further claimed that “Hudson Bay has the propensity to engage in such conduct.” He noted that the firm paid $949,454.27 in fines and disgorgement of profit plus interest last year to settle the charges that firm violated short sell-ing rules. On four occasions from 2009 through 2012, Hudson Bay bought shares of MGIC In-vestment Corp. (MTG), American International Group Inc. (AIG) and Wells Fargo & Co. (WFC) in follow-on offerings after shorting the stocks dur-ing restricted periods ahead of the offerings, the SEC charged.

In order to “break free of the ‘death spiral,’” Kidrin said Worlds agreed in July 2013 to issue 7 million shares worth $2.31 million and return the $2 million in the lockbox to the investors in return for cancellation of the notes.

Kidrin said that from March 14, 2013 through July 15, 2013, Hudson Bay received a windfall of about $891,250 for its initial $215,625 outlay, a return of 400%, or 1,200% annualized. That was in addition to the $67,500 of value it received as its portion of the shares distributed in the initial consulting agreement during the due diligence period, he said.

Also, in the private placement, Hudson Bay received five-years warrants to buy 2.17 million shares for an initial price of $1 each, on either a cash or cashless basis.

Kidrin said that as a result of the death spiral financing and the unwinding of the notes, Worlds

was constrained in its ability to raise new financ-ing to run its business. He said that the company was cognizant of the full-ratchet anti-dilution provisions and made every effort not to trigger them.

Worlds does not believe that an erroneous options agreement inadvertently added to secu-rities filing should trigger the anti-dilution pro-tections, he said.

Hudson Bay’s lawsuit may hinge on whether the firm can prove it was damaged by the erro-neous options agreement, Lowenstein Sandler’s Hogoboom said. That may be difficult, consider-ing it was superseded by a different agreement.

“There’s no real harm to Hudson Bay,” Hogo-boom said. He referred to the inadvertent filing as “a unilateral mistake of fact,” and said it ap-pears to have nothing to do with Hudson Bay’s contract.

“The argument I would suspect Hudson Bay is making is that it doesn’t matter,” Hogoboom said. “A contract is a contract. It will boil down to who the judge sympathizes with.” He added, however, that if Hudson Bay can prove it relied on the er-roneous agreement when it made its investment and wouldn’t have made the investment other-wise, it may prevail.

“If I was the presiding judge I might have some sympathy for the company’s point of view, but no one’s painting themselves in a favorable light in this case,” he said.

Hogoboom said it wouldn’t surprise him if the two sides settle before the case goes to trial. n

< Previous



MARKET UPDATE

Boot Barn Holdings Inc., the Irvine, Calif.-based seller of western and work-related apparel and footwear, set the terms for its initial public of-fering on Oct. 20, to sell 5 million shares of its common stock with a price range of $14 to $16 per share.

At the midpoint of the price range, Boot Barn would raise $75 million. Underwriters have the option to purchase an extra 750,000 shares, which would raise an additional $11.25 million dollars.

The offering will value the company at about $375 million ($386 million including the under-writers’ option).

JPMorgan, Piper Jaffray & Co., Jefferies LLC, Wells Fargo Securities LLC and Robert W. Baird & Co. are listed as underwriters.

The retailer said it estimates that net pro-ceeds from the offering will be close to $67 mil-lion at the midpoint, but jump to about $77 mil-lion if underwriters exercise their option.

Proceeds will be used to repay part of Boot Barn’s existing term loan facility.

The retailer was acquired by Freeman Spogli & Co. in 2011 from Marwit Capital Partners LLP for undisclosed terms. According to the filing, $88.1 million of the purchase price was paid in cash, indicating the amount of equity Freeman Spogli sunk into the deal. The PE firm owns an 89.1% stake in Boot Barn.

After the IPO, the private equity firm will own a 69.1% stake in the company (including the underwriters’ option), worth about $266 million.

The firm said it has no plans to sell shares in the offering. Including a $40 million dividend, that would equate to a total unrealized return to Freeman Spogli of over $300 million, or more than 3 times the approximately $88 million in equity it appears to have sunk into the busi-ness.

Financial performance at the retailer has improved under the private equity firm’s own-ership. Revenue at the company has grown to nearly $346 million for the fiscal year ended March 29, from about $233 million for the same period a year prior, and almost $169 million for

the fiscal year ended March 31, 2012.Meanwhile, Ebitda has similarly grown, to

about $28.7 million for the fiscal year ended March 29, from approximately $14.5 million for the same period a year prior, and the almost $1 million in Ebitda for the fiscal year ended March 31, 2012.

In recent quarters, the purveyor of western wear has also demonstrated strong same-store sales growth, often in the high single digits, ac-cording to the S-1.

Boot Barn claims to be the largest chain dedicated to western-themed apparel, with 155 stores in 24 states.

The company said it could eventually boast 400 locations in the U.S. As of 2012, it had 86 stores, but 55 outlets were added through ac-quisitions alone.

In 2011, Boot Barn bought RCC Western Stores for undisclosed terms. That deal includ-ed RCC’s 29 stores located in the Midwest and the South, as well as its e-commerce site.

In 2013, Boot Barn acquired Baskins Acqui-sition Holdings LLC, which also sells western and work-related apparel and footwear, for un-disclosed terms.

Baskins had 30 stores in Louisiana and Tex-as.

Golub Capital LLC provided a $100 million loan facility to refinance some of Boot Barn’s debt as well as to provide about $20 million in backing for the purchase of Baskins.

Today, Boot Barn has a $130 million term loan with Golub Capital increased from the original amount that matures on May 31, 2019.

The increase helped to fund the $40 million cash dividend to Freeman Spogli.

Boot Barn also has a $70 million revolving credit facility with PNC Bank NA that matures on May 31, 2018. About $42.6 million has been drawn on the revolver, giving the company total debt of over $172 million. As of June 28, cash and cash equivalents were $1.1 million. n

Boot Barn sets terms for IPOPE backer could realize 3x return

by RichaRds collings BO

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MARKET UPDATE

CB Pharma Acquisition Corp., a special purpose acquisition company sponsored by Coronado Biosciences Inc. (CNDO), plans to raise up to $46 million in an initial public offering to acquire a specialty pharmaceutical or generic drug busi-ness.

The Burlington, Mass.-based SPAC is run by co-chairman and CEO Lindsay Rosenwald, a medical doctor who also serves as chairman and CEO of Coronado Biosciences.

CB Pharma said, in a registration filing made with the Securities and Exchange Commission Wednesday, that it initially intends to focus its search on target businesses in North America, Europe, South America and Asia operating in the specialty pharma and generic drug industries.

“This could include our acquiring the rights to a drug approved by the United States Food and Drug Administration or other ‘branded’ phar-maceutical product or a company holding such rights,” the company said in the filing.

SPACs are blank check companies that raise money in IPOs and then use it to acquire an op-erating business. They typically have up to two years to complete a business combination.

CB Pharma said it will have only 18 months to complete its business combination.

“We believe that our executive officers and directors possess the experience, skills and con-tacts necessary to source, evaluate, and execute an attractive business combination,” the filing said. “Over the last 23 years, Lindsay A. Rosen-wald, M.D., our Co-Chairman of the Board and Chief Executive Officer, has acted as a biotech-nology entrepreneur and been instrumental in the founding and recapitalization of numerous public and private biotechnology and life sci-ences companies.

Michael Weiss and George Avgerinos, CB Pharma’s other executive officers, are also ex-ecutive officers of Coronado Biosciences.

The SPAC said Coronado Biosciences is a bio-pharmaceutical company involved in the devel-opment of novel immunotherapy agents for the treatment of autoimmune diseases and cancer, and is also the holder of a majority of the insider shares.

Shares of Coronado Biosciences currently trade on the Nasdaq Capital Market at $1.79, giv-ing the company a market value of $79.3 million.

CB Pharma will issue 4 million units, each consisting of one ordinary share and a right to purchase one-tenth of an ordinary share, for $10 each, in the IPO, which is being underwritten by EarlyBirdCapital Inc.

The SPAC said it has granted EarlyBirdCapital a 45-day option to purchase up to 600,000 units to cover overallotments.

Coronado Biosciences also has agreed to purchase 205,000 units for the same price of $10 each, as in the IPO, to raise an additional $2.05 million.

The company plans to seek a listing on the Nasdaq Capital Market under the tickers CLNM, CLNMR and CNLMW.

CB Pharma is being advised by the law firms of Graubard Miller and Maples and Calder, while EarlyBirdCapital is being advised by McDermott Will and Emery LLP. n

New SPAC CB Pharma raising $46M for drug acquisitionsSPAC is sponsored by public biotech Coronado

by dan lonkevich



DEALFLOW

Boart Longyear recap includes debt and equity

Boart Longyear Ltd.’s (BLY) strategic review has culminated in a recapitalization deal with Cen-terbridge Partners LP that will give the drilling services provider up to $352 million in new debt and equity financing.

Salt Lake City-based Boart will slash $120 million in net debt and receive up to $225 million in new covenant-lite term loans that will replace debt that included restrictive financial covenants. The company said it also plans to raise $119 mil-lion to $127 million in new equity.

New York-based PE and distressed investing firm Centerbridge received advice on the trans-action by Moelis & Co. LLC and used Kirkland & Ellis LLP and Australia-based Minter Ellison for legal counsel, The Deal has learned.

Boart was advised by a Sydney-based team at Goldman, Sachs & Co., while its board was ad-vised by Greenhill & Co.

Boart provides drilling services and equip-ment, and performance tooling for mining and drilling companies, and provides services and

parts for segments of the energy industry.The company’s stock, which is listed on the

Australian Stock Exchange, gained more than 53% on the news to trade at A$0.23 midday Thursday with a A$106.7 million market cap, after closing at A$0.145 on Wednesday.

UBS AG analysts said Thursday that the “re-capitalization reduces short-term default risk,” but a “turnaround [is] still hard to predict.”

Under the plan, Boart received a $120 mil-lion secured covenant-lite term loan due Oct. 23, 2020, to replace its existing revolver. The company will also receive a Tranche B secured covenant-lite term loan for up to $105 million, which will be used to back a tender offer for the company’s senior secured notes.

The ultimate amount of the loan will depend on how many notes are relinquished in a tender offer for up to $105 million in senior secured notes, which was launched Thursday.

Boart’s original debt structure consisted of a $140 million senior secured revolving credit fa-cility due July 29, 2016, bearing interest at Libor plus a flexible margin—which has been replaced under the recap agreement—and two sets of se-

nior secured notes: a $300 million issuance of 10% senior secured notes due Oct. 1, 2018, from a private placement announced Sept. 20, 2013, and $300 million in 7% senior unsecured notes due April 1, 2021, according to the company’s 2013 annual report.

The new term loans will remove the overhang of financial maintenance covenants, which UBS classified as a “major issue” for the company.

Boart completed the seventh amendment to its revolving credit facility in August, gaining more covenant headroom from its lenders.

UBS analysts noted that, while net debt is low-er, new facilities will cost more in the long run.

Given the industry-wide weakness that has cut into Boart’s earnings, the forecast for the company remains uncertain.

“Whilst conditions are depressed and there is significant earnings leverage in an improved mar-ket ... the timing of a cyclical rebound in mining/minerals exploration remains difficult to predict, and visibility remains low—so we might still be some time away before we see an earnings im-

Forward Pharma A/S (FWP) has raised $221 mil-lion in an initial public offering priced Oct. 15, but lost some ground in its first trading day as its share price dipped 17%.Forward’s float constituted the largest biotech IPO in 10 years, according to IPO ETF manager Renaissance Capital. Unfortunately, the share price slip also made it the seventh-worst first-day performer out of the 226 IPOs so far this year.Still, if Forward is successful in its patent chal-lenge to a Biogen Idec Inc. (BIIB) multiple scle-rosis therapy and wins approval for its drug candidate FP187 from the Food and Drug Admin-istration, “the stock price should skyrocket,” Re-naissance Capital analysts said.Alternatively, Biogen could hedge its bet on MS by acquiring the Danish company.Copenhagen-based Forward, which has a U.S. subsidiary, Forward Pharma USA LLC, has been

developing a formulation of the small molecule dimethyl fumarate, or DMF, as a treatment for multiple sclerosis and psoriasis.If DMF sounds familiar, it’s the active ingredient in Biogen’s oral drug Tecfidera, approved in the U.S. in March 2013, to treat relapsing forms of MS. Biogen has brought in $2.08 billion in Tec-fidera sales from its launch through June 30.Forward is challenging Biogen patents through a Patent and Trademark Office interference pro-ceeding and plans to gain approval for FP187 in the U.S. and EU.According to Forward’s filings with the Securities and Exchange Commission, it has a good chance of winning the patent challenge. DMF has been used in pharmaceuticals for more than 50 years. In 2006, Biogen acquired German company Fu-mapharm AG, which had received approval in that country in 1994 to sell a formulation of DMF to treat psoriasis.

In 2010, Forward acquired a patent family filed by Swedish company Aditech Pharma AG in 2005 for a delayed-release formulation of DMF.Forward expects to complete a Phase 3 study for FP187 by late 2016/early 2017 and would file for FDA approval under the 505(b) path, a stream-lined program that allows companies to refer-ence data developed by other parties.Forward’s early investors include VF Partners LP, Nordic Biotech and BioScience Managers Ltd.Its IPO consisted of 10.5 million American De-positary Shares at a price of $21 per share. The price was in the middle of its terms range and was oversubscribed.Leerink Partners LLC, Jefferies LLC and RBC Capital Markets LLC acted as joint book-runners for the transaction. JMP Securities LLC is co-manager.Forward shares were trading up 3.1% at $19.59 midday on Oct. 17 in New York. n

Forward Pharma floats $221M IPO, dips first day outCompany could still bust out if it wins a patent challenge

by pamela taulbee

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provement for” Boart Longyear, the UBS report concluded.

According to an investor presentation re-leased Thursday, Boart expects to pursue various parts of the recapitalization plan between now and late January.

Centerbridge has agreed to swap $16 million of the senior unsecured notes it holds for $16 mil-lion of equity that’s priced at a 15% premium.

In late December, Boart plans to hold a share-holder meeting and launch a rights offering and a $20 million share buyback.

Centerbridge will underwrite the rights offer-ing, which aims to raise $76 million to $84 million from existing shareholders.

The investment firm is entitled to participate, and has agreed to step in to fill the gap if the of-fering is not fully subscribed. Additionally, the firm said it plans to invest $21 million in a follow-on conditional equity placement.

Centerbridge, already Boart’s largest share-holder, is increasing its stake to 19.9% through the deal. Once the follow-on placement is com-pleted, that stake will go up to 37%. The voting rights for Centerbridge are capped at 49.9%.

Centerbridge’s Jonathan Lewinsohn will be the investment firm’s “initial representative” to Boart’s board, the company said.

After the transaction is complete, Boart will have $240 million in liquidity.

Boart began reviewing alternatives, including a sale of the company or its assets, in February.

A slate of independent directors recom-mended the recapitalization as the best available solution in the Thursday statement, noting, “The status quo is not sustainable.”

“[W]e anticipate the Recapitalisation will provide the Company with significant liquidity to better weather the challenges of the current depressed markets for our drilling services and products and the financial strength to allow more time for those markets to recover,” Boart CEO Richard O’Brien said in a Thursday statement.

Cantor investing $37.5M in Hutchinson Technology

Cantor Fitzgerald & Co. is investing $37.5 mil-lion in a registered direct offering of five-year convertible notes by Hutchinson Technology Inc. (HTCH), a supplier of suspension assemblies for

disk drives, to repay other convertible notes ma-turing in 2026.

The notes will pay an 8.5% coupon and con-vert into stock at $3.75 a share, the Hutchinson, Minn.-based company said in a Oct. 20 filing with the Securities and Exchange Commission. The conversion price is a 5% premium over the price where Hutchinson shares closed Oct. 17.

The offering represents a 37.4% stake in Hutchinson, which had a market value of $100.2 million as of Oct. 17.

Cantor has the right to require Hutchinson to repurchase $7.5 million in notes plus unpaid in-terest, during the 120 days beginning Oct. 23.

The company said it will escrow $35 million of the proceeds to repay the notes due in 2026.

Houlihan Lokey Capital Inc. arranged the of-fering. Hutchinson was advised by the law firm Faegre Baker Daniels LLP. Houlihan Lokey was advised by the law firm Dorsey & Whitney LLP.

Hutchinson also said it has agreed to ex-change 2.5 million shares and warrants to pur-chase another 2.5 million shares on a cashless basis for $15 million in 8.5% senior secured sec-ond lien notes due in 2017.

The financing was announced in a state-ment that also included preliminary results for Hutchinson’s fiscal fourth quarter, which ended Sept. 28. Sales rose 17.6% to $70.8 million from $59.8 million in the previous quarter.

The company said its cash and investments totaled $38.9 million at the end of the fourth quarter, down 3.23% from the previous quarter. Its borrowings under its revolving line of credit almost doubled to $9.5 million from $4.8 million.

GoodData looks for deals ahead of IPO

GoodData, a cloud-based intelligence platform that provides data management solutions for businesses, expects to grow through acquisi-tion in 2015 before eventually going public, said founder and CEO Roman Stanek.

The six-year-old company has raised $101.2 million to date. The latest funding round was a $25.7 million Series E that closed in September. Investors included Andreessen Horowitz, Intel Capital, General Catalyst Partners, Tenaya Capi-tal Inc., TOTVS, Next World Capital and Pharus Capital Management LLC.

Prior to founding San Francisco-based Good-Data, Stanek was founder and CEO of NetBeans

Inc., which was acquired by Sun Microsystems Inc. He was also CEO of Systinet Inc., which was acquired by Mercury Interactive Corp., which was bought by Hewlett-Packard Co. (HPQ).

This time, however, he wants to build a large standalone company. Stanek said he expects to be cash positive by 2015 and wants to make acquisitions. He said acquisitions would be for technology and talent and predictive analytics is high on the list of technology he is interested in.

Other companies who play in the space are Birst, also San Francisco-based, and Tableau Software Inc. (DATA), which is based in Seattle.

Stanek said business intelligence is getting away from the IT person and becoming under-standable to anyone at a company in a similar way to what the CRM space did 10 years ago. He expects to see consolidation in the market. Good-Data has a strong presence in Europe, where there are storage sites for data that companies prefer be stored outside the U.S., said Stanek.

Social is the space with BI that is the most dif-ficult to track, he said. He said one thing compa-nies have to solve is how do they adjust and have a different approach and different data manage-ment for different companies in different parts of the world—a problem GoodData aims to solve.

There is no time line to IPO, said Stanek, and he said another funding round isn’t out of the question prior to filing, but the decision will wait until next year at least.

Nanosphere raises $20M in CMPO

Nanosphere Inc. (NSPH), a developer of advanced molecular diagnostics systems, said Wednesday that it raised $20 million in a confidentially mar-keted public offering of common stock at a deep discount to further develop its Verigene System for detecting infectious pathogens and drug re-sistance markers.

Northbrook, Ill.-based Nanosphere’s Verigene System works by mapping the genome of a par-ticular bacterium. The company is currently tar-geting Verigene at infections of the bloodstream, respiratory tract and gastrointestinal tract.

On Oct. 13, Nanosphere said it received clear-ance from the Food and Drug Administration to include additional viral targets, as well as bacte-rial and toxigenic targets.

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The company is issuing 40 million shares priced at 50 cents each, reflecting a 32.1% dis-count based on the Oct. 21 close.

Nanosphere shares fell 25 cents, or 33.3%, to 49 cents in Nasdaq trading after the financing was announced. The offering amount represent-ed a 35.3% stake in Nanosphere.

Chardan Capital Markets LLC arranged the offering and was granted a 30-day option to pur-chase an additional 6 million shares to raise an-other $3 million to cover overallotments.

The law firm of Seyfarth Shaw LLP advised Nanosphere. Loeb & Loeb LLP advised Chardan.

Nanosphere had cash and cash equivalents of $21.8 million as of June 30, after a net loss of $20 million in the first six months of the year.

The company has been an active issuer of pri-vate investments in public equity. Two days ago, the company cancelled a $30 million equity-line financing from Aspire Capital Partners Inc. The deal was originally announced in March.

The company raised $30.2 million in a com-mon stock PIPE in September 2013, $29 million in a common stock deal in July 2012, $34.5 million in a common stock deal in May 2011 and $37.8 million in a common stock deal in October 2009.

Levon Resources leads $10M investment in Pershing

Levon Resources Ltd. (LVNVF), a Canadian mining company, is leading a $10 million investment in Pershing Gold Corp. (PGLC) to fund the compa-ny’s Relief Canyon project, which is expected to begin production in the second half of 2015.

Lakewood, Colo.-based Pershing Gold said Oct. 6 it received permits to begin production in Nevada at Relief Canyon, which has a measured and indicated resource of 552,000 ounces of gold and an inferred resource of 165,000 ounces based on the most recent estimate.

In the private-investment-in-public-equity financing, Pershing Gold said on Oct. 20 that it was issuing more than 35.7 million shares priced at 28 cents each. That reflects a 6.7% discount based on the close Oct. 20 of 30 cents. The offer-ing amount represents a 10.5% stake in Pershing Gold, which had a market value of $95 million be-fore the financing was announced.

Levon is investing $9.85 million, while micro-cap financier Barry Honig is investing $115,000.

Honig already had a 25% stake in Pershing Gold before the financing.

The PIPE was arranged by Cantor Fitzgerald & Co.’s Graham Moylan. Pershing and Levon were advised by in-house counsel.

Pershing is planning to update its resource estimate in the first quarter, according to Jack Perkins, a company representative. He said the company has filed to uplist to either the NYSE MKT or Nasdaq Capital Market.

Pershing has been an active PIPE issuer over the years, raising $41.6 million in 11 previous PIPEs since 2011.

The company had cash and cash equivalents of $2.82 million as of June 30, after posting a net loss of $6.95 million in the first half of the year.

BBooth, operator of video kiosks, goes public

BBooth Inc. (GLSI), a developer of shopping mall-based kiosks where consumers can use an audio-video studio to produce videos or audition tapes, has gone public through a reverse merger.

Before the transaction closed on Oct. 16, a $1.67 million loan to the company was converted to 4.77 million shares at a price of 35 cents each, according to Wednesday filing with the Secu-rities and Exchange Commission. Hollywood, Calif.-based bBooth also raised $4.5 million in a private placement of 9 million shares priced at 50 cents each, between Sept. 30 and Oct. 2.

Finders in the private placement financing were paid $412,250 in fees and $23,072 in ex-pense reimbursement.

The company, which has a kiosk in Culver City, Calif., plans to distribute 16 new 10-by-12-foot ki-osks to shopping centers in locations that include New York, Chicago, Boston, Dallas, the San Fran-cisco Bay Area and Atlanta, it said in its merger filing. The insides of the kiosks contain large green screens, audio monitors, microphones, speakers, headphones and input jacks to plug in instruments or portable music players and large touchscreen monitors where users can select the start and end of their recording, view song lyrics, and adjust audio controls.

The kiosks can accommodate up to five people and will be staffed with attendants who assist customers. The attendants will also per-form in the booths in “public mode” as a means of attracting the attention of mall patrons, with 80-inch monitors mounted on the kiosk exteriors,

bBooth said. The company also plans to distribute smaller stripped-down “bBooth Express” kiosks for use by one to three people who are looking for more of a social media experience. The smaller facilities will be fully automated with no staffing, the company said.

BBooth said it plans to develop television shows and music, manage talent, produce online content, connect talent with casting directors, broadcast Internet radio and incorporate a mo-bile app into its platform. These plans are based on the idea that the company will discover talent-ed performers through its mall-based kiosks.

MTV has acquired the first TV show produced by bBooth’s bTV production division, the compa-ny said in its filing. The interactive reality show, called “The Audition,” will feature singers cast from bBooth performances. The kiosks will be featured in the show.

BBooth said it intends to generate revenues from use fees for bBooths, app purchases, spon-sorships of bBooths, mobile and online platforms, advertising, subscriptions to its bCast talent casting service, artist management fees, record and publishing fees, and TV production fees.

The company has not yet generated any rev-enues since its inception in December 2012. For the six months ending June 30, bBooth posted a net loss of $790,804. The company had $1 million in cash as of June 30, before its recent financing.

BBooth said it expected its operating expens-es to be more than its revenues over the next year and that additional capital will be required. The company warned in its filings that its losses raise “substantial doubt about our ability to continue as a going concern.”

CEO Rory Cutaia is bBooth’s largest share-holder, with a 37.2% stake. Before starting the company, he was a partner with middle market PE firm Corinthian Capital Group LLC.

Aaron Meyerson, president of bBooth’s bTV unit, is bBooth’s second largest shareholder with a 12% stake. He was previously president of pro-gramming and development for CBS Television.

BBooth’s merger was with shell company Global System Designs Inc., which had formed in 2012 to offer green building information.

The stock, which is still quoted under Global System’s symbol, has not yet traded. n

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RegulatoRy update

Former Subaye Inc. (SBAY) CFO James Crane will pay a $150,000 fine and is banned for 10 years from serving as an officer or director of a public company for his role in the company’s false portrayal of itself as a China-based cloud computing company.

The Securities and Exchange Commission said Oct. 21 that Crane consented to the injunction and pen-alty components of the final judg-ment by the U.S. District Court for the Southern District of New York. The court determined the length of Crane’s ban from serving as an offi-cer or director.

Crane declined to comment.In its lawsuit filed last year, the

SEC said that Crane signed Subaye’s financial filings that contained false statements about its revenues, busi-ness, number of employees, and number of paying customers. He was also accused of falsifying books, records, and accounts and providing false information to Subaye’s outside auditors.

Subaye claimed in 2010 that it was a pro-vider of cloud computing services to Chinese businesses. The company said it had more than 1,400 sales and marketing employees, reported revenues of $39 million that fiscal year and pro-jected revenues of more than $71 million for fis-cal 2011.

Previous to that, the company had claimed to operate a subscription-based online video service and an online shopping mall “using a 3D interface,” the SEC said.

But in May 2011, Subaye was shown to have no verifiable revenues; few, if any, real custom-ers; and no infrastructure to support its claimed cloud computing business, according to the SEC. When new CEO Alexander Holtermann showed up for his first day as chief executive May 12, the company’s Guangzhou, China, of-fice had been cleared out and all that remained was a box of documents and $200,000 in cash.

DNTW Chartered Accountants LLP was Sub-aye’s auditor from 2007 to 2010. In May, DNTW partners Bryce and Spence Walker accepted a three-year ban from auditing public companies and agreed to disgorge $138,954 in profits plus interest to settle the SEC’s claims that they failed to comply with Public Company Account-ing Oversight Board standards. The Walkers also agreed to cooperate with the commission in its investigation of Crane. Markham, Ontario-based DNTW was disbanded last year.

Subaye hired PricewaterhouseCoopers Hong Kong to replace DNTW as its auditor to begin work January 2011. The move was meant to demonstrate to investors that Subaye was poised for growth, according to SEC filings. But the new auditor uncovered financial issues, in-cluding $22 million that Subaye had classified as “cash held in trust,” that could not be found. Crane then reported the $22 million as “market-ing expenses,” according to the SEC’s lawsuit.

In February 2011, Crane told company of-ficials that the auditors might need to be re-

placed because their work was delving deeper than Crane had an-ticipated, according to the SEC.

PricewaterhouseCoopers Hong Kong resigned April 1, after only three months on the job.

Crane was also charged with vi-olating an order by the Public Com-pany Accounting Oversight Board. In January 2011, the PCAOB re-voked his Cambridge, Mass.-based accounting firm’s registration and barred Crane from associating with a registered accounting firm or any public company in an ac-counting or financial management capacity. The SEC said that Crane violated the order by remaining as Subaye’s CFO until March 2011, even after the PCAOB denied his request to stay in that position for those two months.

According to a biography of Crane that had been on Subaye’s website, he served as an account-

ing and auditing consultant to 22 public com-panies. SEC filings show that he also served as CFO for Far East Wind Power Corp. (FEWP), Longwei Petroleum International Holding Ltd. (LPIH) and BioNeutral Group Inc. (BONU).

Longwei was deslisted from the New York Stock Exchange last year after numerous short sellers had alleged that the company was a fraud. BioNeutral said in 2009 that it was under SEC investigation because of suspicious trad-ing and stock promotions.

Crane was also the auditor of Left Behind Games Inc. (LFBG), a publisher of Christian-themed computer games. The company had to restate its financial reports for 2009 and 2010 because Crane had been decertified by the PCAOB after he refused to cooperate with an inspection by the regulator. Last year, the SEC charged Left Behind Games founder Troy Lyndon with fraud, relating to his payment of shares to a consultant. A trial is scheduled for next February. The SEC revoked its registration of Left Behind Games shares last February. n

Former Subaye CFO Crane receives 10-year banExecutive fined $150,000 in SEC lawsuit

by bill meagher

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


RegulatoRy update

Anthony Coronati agreed to reimburse investors $400,000 and accepted a ban from the securi-ties industry, under a settlement of claims that he defrauded investors in a fund to buy pre-IPO shares of Facebook Inc. (FB) and other technol-ogy companies.

The Staten Island, N.Y., resident raised more than $2 million from investors through several schemes from 2009 through 2013, the Securities and Exchange Commission said in a Oct. 17 state-ment.

He initially portrayed himself as an investment adviser to a hedge fund. But, in reality, there was no hedge fund and Coronati used investor money for a Caribbean vacation and plastic surgery, the SEC claims.

When the flow of money from investors slowed, he allegedly defrauded investors through his New Jersey-based company Bidtoask LLC. Coronati sold membership interests in Bidtoask to acquire pre-IPO shares of tech companies, in-cluding Facebook.

Investors were allegedly told that no fees, commissions or markups would be charged related to the Facebook shares. In reality, the Facebook investment required significant fee payments which were not disclosed to Bidtoask investors, the SEC claims.

Bidtoask did not own shares of other tech companies, and the companies it was supposedly investing in were not planning initial public offer-ings, the commission said.

As Coronati’s investment schemes unraveled,

he allegedly placated some investors by making Ponzi-like payments to them using other inves-tors’ money, according to the SEC. He allegedly sent a phony account statement to at least one investor, showing a position in the fake hedge fund that was worth more than $120,000. The account statement also purported that the ficti-tious hedge fund was more than 80% invested in well-known public companies such as Apple Inc. (AAPL), according to the commission.

Coronati agreed to the settlement without ad-mitting or denying wrongdoing.

“Mr. Coronati is pleased to put this matter behind him and move on,” his attorney, Derrelle Janey with the law firm of Gottlieb & Gordon, said.

Coronati was arrested in January after he was found in contempt of court for failing to produce documents or appearing to testify in the SEC’s investigation. n

An administrative law judge for the Securities and Exchange Commission found that hedge fund manager George Jarkesy Jr., who was associated with defunct brokerage firm John Thomas Financial Inc., defrauded inves-tors and ordered him to repay $1.2 million and pay a $450,000 fine. The Oct. 17 decision also bars Jarkesy from participating in penny stock offerings.

In an action filed last year, the SEC accused Jarkesy and his Houston-based firm Patriot28 LLC of omissions and misrepresentations about the value of holdings in their John Thomas Bridge and Opportunity Fund I and II and about the funds’ relationship with John Thomas Financial and its owner, Tommy Belesis. Patriot28 did business under the name John Thomas Capi-tal Management Group LLC.

John Thomas Financial and Belesis previously reached a settlement with the SEC last December. He agreed to a ban from the securities industry for at least one year, and Belesis and the firm were also fined $500,000 each.

They settled without admitting or denying the SEC’s allegations. John Thomas Financial still faces an action by the Financial Industry

Regulatory Agency, alleging penny stock fraud that enabled the New York-based brokerage firm to make $100 million in commissions over a six-year period.

Jarkesy could not be reached for comment about the administrative law judge’s decision. The fund manager, who was also known as a politically conservative talk radio show host, had fought the SEC’s action.

Jarkesy argued that the commission had prejudged his case, that it had been the subject of improper communications between the SEC’s enforce-ment staff and administrative judgment staff and that the commission withheld materials obtained in discovery that were critical to his defense.

Jarkesy had also claimed that the SEC’s administrative process had violated his right to a jury trial.

Administrative Law Judge Carol Fox Foelak rejected those arguments.Ties between John Thomas Financial, Belesis and Jarkesy were evi-

dent in John Thomas Financial’s role as a placement agent for financings by America West Resources Inc. (AWSRQ), a now bankrupt, Salt Lake City-based coal mining company. John Thomas brokers were given presentations by stock promoters pushing shares of America West, the SEC has claimed. Meanwhile, Jarkesy’s hedge funds made bridge loans to America West, Jarkesy was on the company’s board and his associate Brian Rodriguez was America West Resources’ CFO.

The SEC said Jarkesy introduced the company to John Thomas Financial and directed America West to hire firms to promote its stock. Those firms included MEC Promotions, which was paid $80,000 in December 2010 and January 2012, and Park Avenue Consulting and Uptick Capital LLC, which were paid in America West stock to provide investor relations services.

The stock promotion took America West shares from 7.5 cents on Oct. 1, 2010 to $1.95 in December 2010, according to the SEC.

America West shares were promoted again in 2012 by promoter Awe-some Penny Stocks. In a settlement with the SEC announced in July, Awe-some Penny principal John Babikian agreed to pay $3.73 million for alleg-edly failing to disclose that he was selling shares into the promotion.

During the Awesome Penny Stocks promotion, John Thomas Financial allegedly sold most of its proprietary position in America West Resources, making more than $1 million in proceeds, according to Finra. The brokerage industry regulator claims that John Thomas Financial executed those sales ahead of its clients’ sell orders. n

Fund manager Jarkesy fined $1.65M by SECby bill meagher

by bill meagher

Manager accused of pre-IPO scam



RegulatoRy update

The Securities and Exchange Commission is asking an administrative law judge to sanc-tion George Krinos, his investment firm Krinos Holdings Inc. and Fordgate Acquisition Corp., a shell company purchased to take Krinos Hold-ings public through a reverse merger.

Krinos, of Campbell, Ohio, raised $1 million from 18 investors in an unregistered offering of stock and secured convertible debentures notes to be used for investment in start-up companies, the SEC said in its action, filed Oct. 16. He al-legedly failed to make any start-up investments and, instead, used investor funds for personal expenses, travel and cash withdrawals.

The SEC accuses Krinos of violating 27 dif-ferent securities regulations and is asking for an order for him to disgorge profits and pay civil penalties, and for a possible revocation of Ford-gate stock.

Krinos could not be reached for comment.From January 2012 to November 2013, Kri-

nos, is alleged to have made material misrep-resentations to investors about the holdings of Krinos Financial, a subsidiary of Krinos Hold-ings. Also, Fordgate has failed to make at least five financial filings with the SEC since being acquired by Krinos in June 2013.

A September 2012 article in the Youngstown (Ohio) Vindicator, said Krinos planned invest $512,000 in a project by Nature’s Fuel in the Youngstown area for a facility that would pro-duce fuel from waste. In the same story, Krinos said that there were “three or four more busi-nesses coming” that would provide 4,000 lo-cal jobs. Krinos is a former mayor of Campbell, Ohio.

The SEC action claims that, over a two-year period, Krinos spent $30,600 of investor’s funds in restaurants and bars, $85,600 in casinos and strip clubs, and took $29,000 in cash withdraw-als. Moreover, the complaint alleges that Krinos paid himself $122,000 in salary, spent $2,500 on a lawyer after a driving-under-the-influence arrest and loaned a friend $30,000 to buy a house.

Although he failed to invest in start-ups, Krinos did use investor funds to trade in foreign

currency to generate revenues for the company, according to the SEC. Over a two-year period, he invested $190,000 in investor funds but al-legedly lost $14,500.

In the summer of 2012, Krinos Holdings’ CFO confronted Krinos over his use of investor funds. Despite the warning, Krinos allegedly continued. The CFO then began tracking the in-vestor money spent by Krinos in the company’s ledger under an entry labeled, “Note to Share-holder,” according to the SEC. It eventually to-taled $92,000.

Two days before Krinos Holdings’ 2013 shareholder meeting, Krinos allegedly instruct-ed the CFO to assign expenses under Note to Shareholder to other categories. The financial statements distributed to shareholders alleg-edly showed just $22,031 under the note.

The CFO objected to the changes, accord-ing to the SEC. Two days after the shareholder meeting, he was fired.

Three months later, a new CFO was hired. That CFO also questioned Krinos’s use of inves-tor funds for personal expenses. According to

the SEC, she was told he could use the funds as he wished because he was the CEO.

According to SEC filings, Krinos purchased Fordgate from Tiber Creek Corp., a Newport Beach, Calif., registered shell creation firm, for $1,950 for the purpose of completing a reverse merger with Krinos Holdings. The merger was never completed, however.

Krinos served two years as mayor of Camp-bell, before resigning in January 2011. He stepped down, according to local news reports, after allegedly trying to fire the city’s financial director and rehire a firefighter who had been laid off.

The Youngstown Vindicator reported, in September 2012, that Krinos had been arrest-ed on two occasions for operating a car while impaired. He was reportedly convicted of that offense in 2011 and was arrested again in June 2012.

In January, Krinos was reportedly arrested on charges of bouncing checks to employees of Kri-nos Group. In March, those charges were dropped after prosecutors said he made restitution. n

SEC brings action against Krinos, shell companyFund manager had planned to bring his firm public through a reverse merger

by bill meagher OJO



DATES & DEADLINES

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

• The Western and work-related apparel and shoe retailer Boot Barn Holdings Inc., based in Irvine, Calif., plans to raise $75 mil-lion in an initial public offering this week, ac-cording to Dealogic plc. The company plans to offer 5 million shares from $14 to $16 each. JPMorgan, Piper Jaffray & Co., Jefferies LLC, Wells Fargo Securities LLC and Rob-ert W. Baird & Co. are underwriting. • Sientra Inc., based in Santa Barbara, Ca-lif., plans to raise $75 million. The company makes implants for cosmetic surgery. It will offer 5 million shares priced from $14 to $16 each. Underwriters include Piper Jaffray & Co., Stifel, Nicolaus & Co., Leerink Part-ners LLC and William Blair & Co. LLC.

• Viking Therapeutics Inc., a biotechnology company in San Diego, is planning to raise $55 million. It will offer 5 million shares for $10 to $12 each. Oppenheimer & Co., Roth Capital Partners LLC, Craig-Hallum Capi-tal Group LLC, MLV & Co. LLC, and Summer Street Research Partners are underwriting the offering.

• Jefferies 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. 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 Con-ference, Nov. 11 and 12 in New York.

• Jefferies presents its Global Energy Confer-ence, 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 & Telecommuni-cations 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 Confer-ence & Expo takes place Nov. 12 to 14 in Las Vegas.

• Scotiabank’s Energy Infrastructure Confer-ence in Toronto takes place Nov. 13.

• Morgan Stanley hosts its Global Chemicals and Agriculture Conference, Nov. 13 and 14 in New York.

• Stifel, Nicolaus & Co. 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 Con-ference, presented by Vertical Research Partners, takes place Nov. 19 in New York.

• Keefe Bruyette & Woods Inc. holds its Brokerage & Market Structure Conference

in New York, Nov. 20.

• The Securities and Exchange Commission holds its annual Government-Business Forum on Small Business Capital Forma-tion in Washington, Nov. 20. The morning session of the forum will feature panel dis-cussions on the definition of an accredited investor and secondary market liquidity for securities of small businesses. During the afternoon session, participants will work in groups to formulate specific policy recom-mendations. Register online here: https://tts.sec.gov/cgi-bin/registration-sbf.

• The Financial Industry Regulatory Au-thority holds its South Region Compliance Seminar Nov. 20 and 21 in Fort Lauder-dale, Fla.

• Credit Suisse presents its Technology Conference, Dec. 1 to 4 in Scottsdale, Ariz.

• Scotiabank’s Mining Conference in To-ronto takes place Dec. 2 and 3.

• Mitsubishi UFJ Securities (USA) Inc. holds its Oil & Gas Conference, Dec. 3 in New York.

• Credit Suisse holds its Global Industrials Conference, Dec. 3 to 5 in New York.

• Starlight Capital presents its Private Eq-uity Conference Dec. 4 in New York.

• Jefferies holds its Financial Institutions Group CEO Summit Dec. 8 in New York.

• UBS Securities LLC’s 42nd Annual Glob-al Media & Communications Conference takes place in New York Dec. 8 to 10.

• JPMorgan’s SMid Cap Conference takes place Dec. 10 and 11 in Chicago.

• The 14th Annual Private Equity Confer-ence takes place Feb. 20, 2015, in Chi-cago, hosted by Beecken Petty O’Keefe & Co. n



Small Cap Equity FinanCE aCtivity

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

PIPE TRANSACTION ACTIVITY FOR THE PERIOD OCTOBER 13 THROUGH OCTOBER 23, 2014

C 10/23/14 Peapack-Gladstone Financial Corp. PGC NASDAQ-GS $50,000,000 At-the-Market Offering

DA 10/23/14 WidePoint Corp. WYY NYSE MKT $10,000,000 Common Stock

DA 10/22/14 Nanosphere Inc. NSPH NASDAQ-GM $20,000,000 Common Stock

C 10/22/14 Transgenomic Inc. TBIO NASDAQ-CM $2,375,022 Common Stock

DA 10/21/14 CEL-SCI Corp. CVM NYSE MKT $1,003,200 Common Stock

DA 10/21/14 MagneGas Corp. MNGA NASDAQ-CM $3,000,000 Common Stock

DA 10/21/14 MagneGas Corp. MNGA NASDAQ-CM $1,060,000 Pref: Conv

C 10/21/14 Solar Power Inc. SOPW OTC $43,800,510 Common Stock

DA 10/20/14 Dataram Corp. DRAM NASDAQ-CM $3,000,000 Pref: Conv

C 10/20/14 DT Asia Investments Ltd. CADTU NASDAQ-CM $1,029,004 Prepaid Warrant

DA 10/20/14 Hutchinson Technology Inc. HTCH NASDAQ-GS $37,500,000 Debt: Conv

X 10/20/14 Nanosphere Inc. NSPH NASDAQ-GM $30,000,000 Equity Line

C 10/20/14 Pershing Gold Corp. PGLC OTC $10,000,000 Common Stock

C 10/16/14 Anacor Pharmaceuticals Inc. ANAC NASDAQ-GM $8,000,000 Debt: Conv

C 10/16/14 Blacksands Petroleum Inc. BSPE OTC $1,000,000 Pref: Conv

C 10/16/14 Broadway Financial Corp. BYFC NASDAQ-CM $9,712,500 Common Stock

C 10/16/14 Cempra Inc. CEMP NASDAQ-GS $25,000,000 At-the-Market Offering

C 10/16/14 Marathon Patent Group Inc. MARA NASDAQ-CM $5,550,000 Debt: Conv

C 10/16/14 Mountain Province Diamonds Inc. MDM NYSE MKT $89,590,000 Common Stock

C 10/16/14 NovaBay Pharmaceuticals Inc. NBY NYSE MKT $10,000,000 At-the-Market Offering

C 10/15/14 Clone Algo Technologies Inc. TRVS OTC BB $1,070,000 Common Stock

C 10/14/14 ContraVir Pharmaceuticals Inc. CTRV OTC BB $9,000,000 Pref: Conv

C 10/14/14 NYTEX Energy Holdings Inc. NYTE OTC $15,000,000 Debt: non-Conv

*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 2014 YEAR TO OCTOBER 23


Common Stock 510 $15,587,794,356 $30,564,303

Pref: Conv 96 $3,277,565,238 $34,141,305

Pref: non-Conv 4 $76,510,000 $19,127,500

Debt: Conv 111 $2,790,127,631 $25,136,285

Debt: non-Conv 22 $498,098,531 $22,640,842

Other: Conv 1 $30,000,000 $30,000,000

Prepaid Warrant 12 $536,406,776 $44,700,565

Equity Line 57 $630,950,000 $11,471,818

At-the-Market Offering 116 $13,995,559,000 $133,291,038

Unknown - - -

Totals 929 $37,423,011,532 $40,854,816

Common Stock 202 119 74 59 26 20 5Pref: Conv 58 10 14 3 3 6 1Pref: non-Conv 3 - - - 1 - -Debt: Conv 65 17 9 6 6 6 2Debt: non-Conv 13 2 3 3 1 - -Other: Conv - - 1 - - - -Prepaid Warrant 2 2 3 3 1 - 1Equity Line 41 8 8 - - - -At-the-Market Offering 10 14 21 16 11 32 12Unknown - - - - - - -

Common Stock $1,238 $1,198 $1,870 $2,269 $1,089 $3,302 $4,606 Pref: Conv $349 $129 $204 $142 $516 $1,535 $400 Pref: non-Conv $27 - - - $50 - -Debt: Conv $263 $192 $194 $216 $236 $959 $730 Debt: non-Conv $94 $6 $53 $245 $100 - -Other: Conv - - $30 - - - -Prepaid Warrant $8 $6 $18 $22 $11 - $471 Equity Line $322 $106 $203 - - - -At-the-Market Offering $67 $254 $910 $890 $800 $5,400 $5,675 Unknown - - - - - - -

Common Stock 501 $15,551.10 $31.04 9 $36.69 $4.08 - - -Preferred Stock: Convertible 85 $2,441.82 $28.73 7 $577.15 $82.45 4 $258.60 $64.65 Debt: Convertible 91 $2,564.29 $28.18 6 $46.24 $7.71 14 $179.60 $12.83 Other: Convertible 1 $30.00 $30.00 - - - - - -Prepaid Warrant 12 $536.41 $44.70 - - - - - -Equity Line 1 $25.00 $25.00 - - - 56 $605.95 $11.22 At-the-Market Offering - - - - - - 116 $13,995.56 $133.29 Totals 691 $21,148.62 $30.61 22 $660.08 $30.00 190 $15,039.71 $84.97

Less than $50 M 394 $2,367,008,247 $6,053,730

$50 M - $99 M 172 $1,891,676,712 $11,062,437

$100 M - $249 M 133 $3,482,062,232 $26,580,628

$250 M - $499 M 90 $3,784,067,732 $42,517,615

$500 M - $999 M 49 $2,802,470,600 $58,384,804

$1 B - $4.9 B 64 $11,195,923,975 $186,598,733

Greater than $5 B 21 $11,882,471,883 $594,123,594

Totals 923 $37,405,681,381 $41,105,144

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 Luxor Capital Group $530.00 $106.00 52 Clayton, Dubilier & Rice Inc. 500.00 500.00 13 Caisse de depot et placement du Quebec 471.01 471.01 14 Blackstone Group LP 416.00 138.67 35 Energy Transfer Equity LP 400.00 400.00 16 PSP Investments 350.00 175.00 27 Deerfield Management Co. LP 313.50 62.70 58 Public Investment Corp. (SOC) Limited 270.00 270.00 19 Government of Singapore Investment Co. Pte. Ltd. 250.00 125.00 210 P2 Capital Partners LLC 175.00 175.00 111 Wellington Management Co. LLP 169.66 * 16.97 * 1112 Magnetar Capital LLC 165.58 41.39 413 Relational Investors LLC 150.00 150.00 113 General Atlantic Partners LLC 150.00 150.00 115 Invesco Ltd. 120.89 40.30 316 Baupost Group LLC 106.73 106.73 117 Avenue Capital Group LLC 103.16 34.39 318 Sabby Management LLC 100.03 * 4.35 * 2719 Ontario Teachers’ Pension Plan Board 100.00 50.00 219 Sycamore Partners LLC 100.00 100.00 121 Putnam Investment Management LLC 81.80 81.80 122 Whitebox Advisors Inc. 80.41 16.08 523 Asgard Investment Corp. 76.59 76.59 124 Investment Syndicate 70.00 35.00 225 Hudson Bay Capital Management LP 68.29 * 3.59 * 20

1 Morgan Stanley & Co. $1,440.00 $288.00 52 Cowen and Co. LLC 847.02 32.58 263 Jefferies Group LLC 738.49 52.75 144 Barclays Capital Inc. 672.58 112.10 65 H.C. Wainwright & Co. 632.23 17.56 366 Roth Capital Partners LLC 614.99 19.84 317 Piper Jaffray & Co. 553.86 55.39 108 Deutsche Bank AG 545.16 136.29 49 RS Platou Markets AS 527.25 175.75 310 Maxim Group LLC 526.68 20.26 2611 Citigroup Global Markets Inc. 505.30 168.43 312 Credit Suisse Group 436.84 145.61 313 Stifel 409.23 31.48 1314 Canaccord Genuity Group Inc. 389.82 24.36 1615 JMP Group Inc. 388.36 48.54 816 Oppenheimer & Co. 366.34 52.33 717 Craig-Hallum Capital Group LLC 354.52 17.73 2018 Nomura Holdings Inc. 346.20 173.10 219 BTIG LLC 337.20 112.40 320 Needham & Co. 323.35 40.42 821 Ladenburg Thalmann & Co. 307.96 38.49 822 CRT Capital Group LLC 305.20 152.60 223 CJS Securities Inc. 300.20 300.20 123 UBS AG 300.20 300.20 125 William Blair & Co. LLC 253.14 31.64 8

1 Sabby Management LLC $100.03 * $4.35 * 272 Downsview Capital Inc. 16.52 0.75 223 LH Financial Services Corp. 26.68 * 1.33 * 214 Hudson Bay Capital Management LP 68.29 * 3.59 * 205 Heights Capital Management Inc. 44.39 * 2.47 * 196 Equitec Group LLC 3.77 * 0.24 * 177 Brio Capital LP 4.05 0.31 138 Empery Asset Management LP 18.11 1.51 129 Wellington Management Co. LLP 169.66 * 16.97 * 1110 Diker Management LLC 18.17 1.82 1010 Iroquois Capital LP 4.90 0.49 1010 Anson Capital LP 4.17 * 0.46 * 1013 Crede Capital Group LLC 39.62 * 6.60 * 713 Kingsbrook Partners LP 5.05 0.72 715 Milfam LLC 13.81 2.30 615 Magna LLC 11.54 1.92 615 Midsummer Capital LLC 3.60 0.60 615 Sandor Advisors LLC 1.03 0.17 619 Luxor Capital Group 530.00 106.00 519 Deerfield Management Co. LP 313.50 62.70 519 Whitebox Advisors Inc. 80.41 16.08 519 Great Point Partners LLC 23.94 * 5.98 * 519 Broadfin Capital. LLC 17.25 3.45 519 AIGH Investment Partners LLC 3.41 0.68 519 Lincoln Park Capital 2.05 0.41 5

1 H.C. Wainwright & Co. $632.23 $17.56 362 Roth Capital Partners LLC 614.99 19.84 313 Cowen and Co. LLC 847.02 32.58 263 Maxim Group LLC 526.68 20.26 265 Craig-Hallum Capital Group LLC 354.52 17.73 206 Canaccord Genuity Group Inc. 389.82 24.36 166 Chardan Capital Markets LLC 247.62 15.48 168 Jefferies Group LLC 738.49 52.75 149 Stifel 409.23 31.48 139 Northland Securities Inc. 115.48 8.88 1311 Laidlaw & Co. (UK) Ltd. 115.93 9.66 1212 Piper Jaffray & Co. 553.86 55.39 1012 Aegis Capital Corp. 159.03 15.90 1014 Brean Capital LLC 217.32 24.15 915 JMP Group Inc. 388.36 48.54 815 Needham & Co. 323.35 40.42 815 Ladenburg Thalmann & Co. 307.96 38.49 815 William Blair & Co. LLC 253.14 31.64 815 Dawson James Securities 106.86 13.36 820 Oppenheimer & Co. 366.34 52.33 720 BMO Financial Group 195.25 27.89 720 Merriman Capital Inc. 37.37 5.34 723 Barclays Capital Inc. 672.58 112.10 623 MLV & Co. LLC 238.19 39.70 623 Noble Financial Group 184.60 30.77 6

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 $3,436.97 $859.24 42 Schulte Roth & Zabel LLP 2,292.85 37.59 613 Simpson, Thacher & Bartlett LLP 1,429.91 285.98 54 Fangda Partners 1,198.37 1,198.37 14 Walkers Global 1,198.37 1,198.37 16 Sullivan & Cromwell LLP 911.00 455.50 27 Ropes & Gray LLP 873.72 124.82 78 O’Melveny & Myers LLP 700.00 350.00 28 Torys LLP 700.00 350.00 28 Weil, Gotshal & Manges LLP 700.00 350.00 211 Debevoise & Plimpton LLP 675.00 337.50 212 Akin, Gump, Strauss, Hauer & Feld LLP 477.98 79.66 613 Latham & Watkins LLP 416.25 208.12 214 Paul Hastings LLP 400.00 400.00 115 Greenberg Traurig LLP 343.36 15.61 2216 Andrews Kurth LLP 305.00 152.50 217 Sidley Austin LLP 300.00 300.00 118 Jones Day 253.00 84.33 319 Paul, Weiss, Rifkind, Wharton & Garrison LLP 230.41 46.08 520 Katten Muchin Rosenman LLP 185.00 61.67 321 Wachtell, Lipton, Rosen & Katz 181.63 90.82 222 Lowenstein Sandler LLP 180.85 22.61 823 Shearman & Sterling LLP 131.63 131.63 124 Willkie Farr & Gallagher LLP 119.78 59.89 225 Baker Botts LLP 119.29 119.29 1

1 Jones Day $2,181.48 $545.37 42 Skadden, Arps, Slate, Meagher & Flom LLP 1,924.22 320.70 63 Baker & McKenzie LLP 1,368.17 456.06 34 Maples and Calder 1,354.71 451.57 35 TransAsia Lawyers 1,198.37 1,198.37 16 Wachtell, Lipton, Rosen & Katz 1,100.00 366.67 37 Goodwin Procter LLP 994.21 99.42 108 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 979.19 51.54 199 Cravath, Swaine & Moore LLP 738.75 147.75 510 Reeder & Simpson PC 667.25 95.32 711 Latham & Watkins LLP 577.81 57.78 1012 Simpson, Thacher & Bartlett LLP 500.00 500.00 113 Vinson & Elkins LLP 497.00 82.83 614 Torys LLP 486.01 243.00 215 Cooley LLP 448.56 28.04 1616 Greenberg Traurig LLP 411.91 41.19 1017 Baker Botts LLP 400.00 400.00 118 Proskauer Rose LLP 395.00 98.75 419 Kirkland & Ellis LLP 335.00 83.75 420 Sidley Austin LLP 329.50 65.90 521 WilmerHale 327.20 46.74 722 Ropes & Gray LLP 325.20 36.13 923 Andrews Kurth LLP 274.26 137.13 224 Edward Nathan Sonnenbergs Inc. 270.00 270.00 125 Perkins Coie LLP 260.19 65.05 4

1 Schulte Roth & Zabel LLP $2,292.85 $37.59 612 Greenberg Traurig LLP 343.36 15.61 223 Ellenoff Grossman and Schole LLP 38.11 2.93 134 Lowenstein Sandler LLP 180.85 22.61 85 Ropes & Gray LLP 873.72 124.82 75 Grushko & Mittman PC 12.60 1.80 77 Akin, Gump, Strauss, Hauer & Feld LLP 477.98 79.66 68 Simpson, Thacher & Bartlett LLP 1,429.91 285.98 58 Paul, Weiss, Rifkind, Wharton & Garrison LLP 230.41 46.08 58 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 26.78 5.36 511 Skadden, Arps, Slate, Meagher & Flom LLP 3,436.97 859.24 411 Brown Rudnick LLP 72.91 18.23 413 Jones Day 253.00 84.33 313 Katten Muchin Rosenman LLP 185.00 61.67 313 Goodwin Procter LLP 75.00 25.00 313 Seward & Kissel LLP 74.80 24.93 313 Covington & Burling LLP 26.53 8.84 318 Sullivan & Cromwell LLP 911.00 455.50 218 O’Melveny & Myers LLP 700.00 350.00 218 Torys LLP 700.00 350.00 218 Weil, Gotshal & Manges LLP 700.00 350.00 218 Debevoise & Plimpton LLP 675.00 337.50 218 Latham & Watkins LLP 416.25 208.12 218 Andrews Kurth LLP 305.00 152.50 218 Wachtell, Lipton, Rosen & Katz 181.63 90.82 2

1 Sichenzia Ross Friedman Ference LLP $189.62 $5.93 322 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 979.19 51.54 193 Cooley LLP 448.56 28.04 164 Ellenoff Grossman and Schole LLP 165.94 11.85 145 DLA Piper 248.36 19.10 136 Goodwin Procter LLP 994.21 99.42 106 Latham & Watkins LLP 577.81 57.78 106 Greenberg Traurig LLP 411.91 41.19 109 Ropes & Gray LLP 325.20 36.13 99 Szaferman Lakind Blumstein & Blader PC 25.66 2.85 911 Morrison & Foerster LLP 245.26 30.66 811 Dorsey & Whitney LLP 133.30 16.66 811 Fenwick & West LLP 113.01 14.13 811 Robinson Brog Leinwand Greene Genovese & Gluck PC 77.78 9.72 811 Davis Graham & Stubbs LLP 43.23 5.40 816 Reeder & Simpson PC 667.25 95.32 716 WilmerHale 327.20 46.74 716 McDermott Will & Emery LLP 106.64 15.23 716 K&L Gates LLP 102.27 14.61 716 Paul Hastings LLP 86.19 12.31 716 Weintraub Tobin Chediak Coleman Grodin Law Corp. 48.01 6.86 716 Nason, Yeager, Gerson, White & Lioce PA 19.95 2.85 723 Skadden, Arps, Slate, Meagher & Flom LLP 1,924.22 320.70 623 Vinson & Elkins LLP 497.00 82.83 623 Morgan, Lewis & Bockius LLP 236.46 39.41 6

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 Goodwin Procter LLP $854.08 $34.16 252 Latham & Watkins LLP 641.89 91.70 73 Ellenoff Grossman and Schole LLP 573.92 10.63 544 Fried, Frank, Harris, Shriver & Jacobson LLP 527.25 175.75 35 Proskauer Rose LLP 228.13 28.52 86 Lowenstein Sandler LLP 207.53 17.29 127 Covington & Burling LLP 195.84 48.96 48 Blake, Cassels & Graydon LLP 170.73 85.36 29 Morrison & Foerster LLP 170.19 42.55 410 Morgan, Lewis & Bockius LLP 150.00 150.00 111 Schiff Hardin LLP 137.33 19.62 712 Taylor Wessing 120.90 120.90 113 Davis Polk & Wardwell LLP 103.50 103.50 114 Dechert LLP 103.33 34.44 315 Pillsbury Winthrop Shaw Pittman LLP 98.75 32.92 316 Linklaters LLP 95.00 95.00 116 Zhong Lun Law Firm 95.00 95.00 118 Sichenzia Ross Friedman Ference LLP 88.68 7.39 1219 Sullivan & Cromwell LLP 80.00 80.00 120 Gornitzky & Co. 72.45 72.45 121 Choate, Hall & Stewart LLP 68.44 13.69 522 Meitar Liquornik Geva Leshem Tal Law Offices 58.65 58.65 122 White & Case LLP 58.65 58.65 124 Bingham McCutchen LLP 57.10 57.10 125 Stikeman Elliott LLP 56.95 18.98 3

1 Ellenoff Grossman and Schole LLP $573.92 $10.63 542 Goodwin Procter LLP 854.08 34.16 253 Lowenstein Sandler LLP 207.53 17.29 123 Sichenzia Ross Friedman Ference LLP 88.68 7.39 125 Proskauer Rose LLP 228.13 28.52 85 Faegre Baker Daniels LLP 46.97 5.87 87 Latham & Watkins LLP 641.89 91.70 77 Schiff Hardin LLP 137.33 19.62 79 Choate, Hall & Stewart LLP 68.44 13.69 510 Covington & Burling LLP 195.84 48.96 410 Morrison & Foerster LLP 170.19 42.55 410 Reed Smith LLP 41.84 10.46 413 Fried, Frank, Harris, Shriver & Jacobson LLP 527.25 175.75 313 Dechert LLP 103.33 34.44 313 Pillsbury Winthrop Shaw Pittman LLP 98.75 32.92 313 Stikeman Elliott LLP 56.95 18.98 313 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 55.66 18.55 313 Loeb & Loeb LLP 38.41 12.80 313 Troutman Sanders LLP 34.50 11.50 320 Blake, Cassels & Graydon LLP 170.73 85.36 220 Nixon Peabody LLP 49.29 24.64 220 Blank Rome LLP 30.18 15.09 220 Greenberg Traurig LLP 15.20 7.60 220 K&L Gates LLP 14.68 7.34 220 Schulte Roth & Zabel LLP 9.25 4.62 2

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)

CVSL Inc. 10/27/14 CVSL $60.00 FO $349.51 CANFITZ; JMPSEC; JMS

Sientra Inc. 10/27/14 SIEN $75.00 IPO 14.00 - 16.00 $212.28 PJ; STFL

Shell Midstream Partners LP 10/28/14 SHLX $750.00 IPO 19.00 - 21.00 $2,754.08 BAR; CITI; MS; UBS

Boot Barn Holdings Inc. 10/29/14 BOOT $75.00 IPO 14.00 - 16.00 $373.94 JPM; PJ; JEFF

Capnia Inc. 10/30/14 CAPN $12.03 IPO 6.50 - 6.50 $43.37 MAXM

Totals 5 Deals $972.03

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 Filed Since October 13, 2014

Issuer Nation Industry Ticker Exp. Value ($)

Range ($)

Shares (M)

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

CB Pharma Acquisition Corp. CYM Finance CNLMU $40.00 10.00 - 10.00 4.60 $52.05 EARL

Connecture Inc. USA Computers & Electronics $86.25 MS; JPM RJA; WLF; WBLR

Habit Restaurants Inc. USA Dining & Lodging HABT $86.25 PJ; BAIRD; WLF; RJA STEP; STFL

Neothetics Inc. USA Healthcare NEOT $63.25 PJ; GUGPAR; NEEDHM

Ocean Rig Partners LP CYP Oil & Gas ORLP $305.00 BAR; BOAML; CS; DB UBS; RJA

CONTINUED >





SEC Registered IPOs Priced Since October 13, 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)

Dominion Midstream Partners LP

USA Utility & Energy 10/14/14 DM $422.63 $21.00 19.00 - 21.00

In Range 25.76 28.76 BAR; CITI; JPM; BOAML; GS; UBS;

MS

RBC; SBGBM

Forward Pharma A/S

DNK Healthcare 10/14/14 FWP $220.50 $21.00 20.00 - 22.00

In Range -16.67 -8.86 LEER; JEFF; RBC JMPSEC

Great Western Bancorp Inc.

USA Finance 10/14/14 GWB $331.20 $18.00 21.00 - 24.00

Below 0 3.06 DB; BOAML STFL; RBC; SANDO; MGL; SAL

Atara Biothera-peutics Inc.

USA Healthcare 10/15/14 ATRA $55.00 $11.00 14.00 - 16.00

Below -3.18 24.27 GS; CITI JEFF

Zayo Group Holdings LLC

USA Telecommunica-tions

10/16/14 ZAYO $457.50 $19.00 21.00 - 24.00

Below 15.79 17.58 MS; BAR; GS; RBC; CITI; STRH

COWEN; OPCO; RJA; STEP; WLF;

WBLR

Anchor Ban-Corp Wisconsin Inc.

USA Finance 10/21/14 ABCW $9.67 $26.00 25.00 - 27.00

In Range SANDO BAIRD

Proteon Thera-peutics LLC

USA Healthcare 10/21/14 PRTO $61.10 $10.00 12.00 - 14.00

Below 0.3 0.3 STFL; JMPSEC BAIRD; OPCO

Totals 7 Deals $1,557.60

CONTINUED >

< PrEvIOUsSEC Registered IPOs Filed Since October 13, 2014

Issuer Nation Industry Ticker Exp. Value ($)

Range ($)

Shares (M)

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

Peak Resorts Inc. USA Leisure & Rec-reation SKIS $100.00 FBR; STFL; BAIRD

Polar Star Realty Trust Inc. USA Real Estate/Property PSRT $100.00 FBR; WU

PolyPid Ltd. ISR Healthcare PLPD $24.00 AEGC MLV; CHCML

Sidoti & Co. USA Professional Services SDTI $35.00 WHC; SIDO

VeriSilicon Holdings Co. Ltd. CHN Computers & Electronics VERI $75.00 JEFF; BAR; STFL; WLF OPCO

Workiva Inc. USA Computers & Electronics WK $100.00 MS; CS BAIRD; RJA; STFL


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

Lock-up Provision

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

Manager(s)

Aldeyra Therapeutics Inc. USA Healthcare 5/1/14 ALDX $12.00 180 10/28/14 AEGC

Ares Management LP USA Finance 5/1/14 ARES $220.20 180 10/28/14 JPM; BOAML; GS; MS; WLF

BAR; CITI; CS; DB; RBC; UBS; BMOCM; STFL; STRH;

BNYM; HLHZ; IMP; JMPSEC; MUFG; SMFG

Papa Murphy's Holdings Inc.

USA Dining & Lodging

5/1/14 FRSH $64.17 180 10/28/14 JEFF; BAIRD; WLF WBLR; RJA; STEP

SCYNEXIS Inc. USA Healthcare 5/1/14 SCYX $62.00 180 10/28/14 RBC; CG

SEC Registered IPO Lock-up Expirations Next 2 Weeks





< PreviousSEC 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)

GasLog Partners LP USA Transportation 5/6/14 GLOP $202.86 180 11/2/14 CITI; CS; WLF; BAR; EP; UBS

DB; DNBBAN

Alder Biopharmaceuticals Inc.

USA Healthcare 5/7/14 ALDR $88.75 180 11/3/14 CS; LEER WLF; SANBE

Cheetah Mobile Inc. CHN Computers & Electronics

5/7/14 CMCM $193.20 180 11/3/14 MS; JPM; CS MGL; OPCO

Alcentra Capital Corp. USA Finance 5/8/14 ABDC $111.25 180 11/4/14 RJA; BAIRD; STFL OPCO; STEP; BNYM

K2M Group Holdings Inc. USA Healthcare 5/7/14 KTWO $147.38 180 11/4/14 PJ; BAR; WLF WBLR; COWEN

PBF Logistics LP USA Oil & Gas 5/8/14 PBFX $363.69 180 11/4/14 BAR; UBS; CITI; CS; DB; MS; WLF

Tuniu Corp. CHN Computers & Electronics

5/8/14 TOUR $82.80 180 11/4/14 MS; CS; CRNP OPCO


SEC Registered IPOs Withdrawn/Postponed Since October 13, 2014

Issuer Nation Industry Withdrawn/ Postponed Date Ticker Expected Value

($M)Withdrawn/

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

Dance Biopharm Inc. USA Healthcare 10/16/14 DNCE $75.00 Withdrawn Due to market conditions WLF; STFL OPCO; RCP

Xenon Pharmaceuti-cals Inc.

CAN Healthcare 10/16/14 XENE $44.00 Postponed Due to market conditions. JEFF; WLF CG

North American Oil Trust

CAN Oil & Gas 10/17/14 Withdrawn Due to market conditions. TD; RBC; CIBC

Viamet Pharmaceuti-cals Inc.

USA Healthcare 10/20/14 VIAM $75.00 Withdrawn Due to market condition. PJ; STFL; WLF

Fifth Street Asset Management Inc.

USA Finance 10/22/14 FSAM $200.00 Withdrawn Due to market conditions. MS; JPM; GS; RBC; CS; SMFG; DB;

BAR; UBS

JMS; JMPSEC; LTC; KCM; ING;

MAXM; MLV; SAL; NS; NATX

Virobay Inc. USA Healthcare 10/23/14 VBAY $50.00 Postponed Due to market conditions. PJ; JMPSEC CANFITZ; SSRPNT


SEC Registered Follow-Ons Filed Since October 13, 2014


($M)Last Trade

b/f FilingShares

(M)Market Value

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

CubeSmart USA Real Estate/Property

10/15/14 CUBE $127.60 $19.63 7.48 $3,162.05 BAR; JEFF

Esperion Therapeutics Inc. USA Healthcare 10/15/14 ESPR $110.16 $25.92 4.89 $457.91 JPM; BOAML JMPSEC; STFL; NEEDHM

STAG Industrial Inc. USA Real Estate/Property

10/15/14 STAG $110.20 $22.04 5.75 $1,454.64 RBC; BOAML; WLF BAIRD; CAPONE; JMPSEC; TD; UBS

Tetraphase Pharmaceuticals Inc.

USA Healthcare 10/16/14 TTPH $93.46 $23.66 4.54 $602.64 BMOCM; STFL; GUGPAR JMPSEC; NEEDHM

Tesoro Logistics LP USA Oil & Gas 10/20/14 TLLP $1,298.00 $67.08 22.25 $4,432.43 BOAML; BAR; CITI; MS; UBS; WLF; CS; JPM; RBC

OPCO; RJA; AB-NAMN; MUFG; PB

CoNTiNueD >





< PreviousSEC Registered Follow-Ons Filed Since October 13, 2014


($M)Last Trade

b/f FilingShares

(M)Market Value

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

Susser Petroleum Partners LP

USA Oil & Gas 10/21/14 SUSP $398.40 $49.80 9.20 $1,069.62 MS; BOAML; BAR; CITI; CS; DB; GS; JEFF; JPM;

RBC; UBS; WLF

Celator Pharmaceuticals Inc. USA Healthcare 10/22/14 CPXX $2.39 $56.23 RCP; NS

Nanosphere Inc. USA Healthcare 10/22/14 NSPH $0.74 $86.05 CHCML

WidePoint Corp. USA Computers & Electronics

10/22/14 WYY $1.61 $129.38 BRO CHG

New Mountain Finance Corp. USA Finance 10/23/14 NMFC $74.50 $14.90 5.75 $850.19 GS; WLF; MS BCM; JMS; OPCO

City Office REIT Inc. CAN Real Estate/Property

CIO $1.00 $13.49 $130.85 JMS; WU; OPCO

CollabRx Inc. USA Professional Services

CLRX $4.00 $0.87 $2.54 AEGC

Inogen Inc. USA Healthcare INGN $50.00 $20.53 $378.51 JPM LEER; WBLR; NEEDHM


SEC Registered Follow-Ons Priced Since October 13, 2014


($M)Offer

Price.Last Traded/

OfferPrem./

Disc. %

% Change Price Offer/

CurrentBookrunner(s) Lead/

Co-Manager(s)

CubeSmart USA Real Estate/Property

10/15/14 CUBE $144.49 $19.33 $19.63 -1.53 2.38 BAR; JEFF

Esperion Therapeutics Inc. USA Healthcare 10/15/14 ESPR $97.75 $20.00 $23.25 -13.98 15.85 JPM; BOAML JMPSEC; STFL; NEEDHM

STAG Industrial Inc. USA Real Estate/Property

10/15/14 STAG $134.09 $21.20 $22.04 -3.81 9.91 RBC; BOAML; WLF BAIRD; CAPONE; JMPSEC; TD; UBS

Tetraphase Pharmaceuti-cals Inc.

USA Healthcare 10/16/14 TTPH $86.31 $19.00 $20.11 -5.52 23.21 BMOCM; STFL; GUGPAR

JMPSEC; NEEDHM

Tesoro Logistics LP USA Oil & Gas 10/20/14 TLLP $1,321.81 $57.47 $57.47 0.00 0.49 BOAML; BAR; CITI; MS; UBS; WLF; CS;

JPM; RBC

OPCO; RJA; ABNAMN; MUFG; PB

DBV Technologies SA FRA Healthcare 10/21/14 DBVT $133.16 $21.64 $23.10 -6.31 5.82 CITI; LEER; BRYA TCAPLC

Susser Petroleum Partners LP

USA Oil & Gas 10/21/14 SUSP $370.00 $46.25 $46.43 -0.39 -1.79 MS; BOAML; BAR; CITI; CS; DB; GS;

JEFF; JPM; RBC; UBS; WLF

Celator Pharmaceuticals Inc.

USA Healthcare 10/22/14 CPXX $12.89 $1.95 $1.72 13.37 RCP; NS

Nanosphere Inc. USA Healthcare 10/22/14 NSPH $20.00 $0.50 $0.74 -32.07 -1.80 CHCML

WidePoint Corp. USA Computers & Electronics

10/22/14 WYY $10.00 $1.45 $1.61 -9.94 BRO CHG

New Mountain Finance Corp.

USA Finance 10/23/14 NMFC $72.65 $14.53 $14.90 -2.48 GS; WLF; MS BCM; JMS; OPCO






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)

TherapeuticsMD Inc. USA Healthcare 7/29/14 TXMD $40.16 90 10/27/14 GS NBLFIN

American DG Energy Inc. USA Utility & Energy 7/31/14 ADGE $4.00 90 10/29/14 AEGC

Ceragon Networks Ltd ISR Telecommunica-tions

7/30/14 CRNT $48.20 90 10/29/14 NEEDHM

Gevo Inc. USA Chemicals 7/31/14 GEVO $18.00 90 10/29/14 COWEN

Bacterin International Holdings Inc. USA Holding Com-panies

8/1/14 BONE $6.52 90 10/30/14 NLND

Crailar Technologies Inc. CAN Textile 8/1/14 CRLRF $6.50 90 10/30/14 RCP WU

Federated National Holding Co. USA Insurance 8/1/14 FNHC $40.00 90 10/30/14 RJA WBLR; JMS

Hill International Inc. USA Professional Services

7/31/14 HIL $40.57 90 10/30/14 KCM WBLR; HLHZ; BOENNG; SIDO; SGCIB

Lehigh Gas Partners LP USA Oil & Gas 9/16/14 LGP $140.72 45 10/31/14 BAR; BOAML; RJA; WLF; RBC

BAIRD; JMS

Sunoco Logistics Partners LP USA Oil & Gas 9/17/14 SXL $373.14 45 11/1/14 BAR; CITI; CS; DB; GS; JEFF; JPM; MS; UBS; WLF

BAIRD; STFL

AerCap Holdings NV NLD Finance 9/3/14 AER $482.06 60 11/2/14 CITI; DB

Capital Product Partners LP GRC Transportation 9/3/14 CPLP $181.64 60 11/2/14 UBS; BOAML; WLF STFL; CACIB

Juhl Energy Inc. USA Computers & Electronics

8/4/14 JUHL $2.15 90 11/2/14 NLND

New Media Investment Group Inc. USA Publishing 9/18/14 NEWM $121.47 45 11/2/14 CITI; CS

Blackstone Mortgage Trust Inc. USA Real Estate/Property

9/19/14 BXMT $256.22 45 11/3/14 CITI; BOAML; JPM; WLF; MS

Dorian LPG Ltd USA Transportation 5/7/14 LPG $139.66 180 11/3/14 JPM; UBS; CLKSN; WLF DNBBAN; TP; ARTCSC; ASFENY; ABNAMN; DZ

TPG Specialty Lending Inc. USA Finance 8/5/14 TSLX $93.15 90 11/3/14 BOAML; JPM; GS; MS; WLF

TPG; STRH; IMPLCG; HSBC; MIZ

Energy Focus Inc. USA Computers & Electronics

8/6/14 EFOI $5.29 90 11/4/14 RCP NLND; BTIG

Manchester United plc GBR Leisure & Rec-reation

8/5/14 MANU $204.00 90 11/4/14 JEFF; BOAML; CS; DB; NOM

ACA

Extended Stay America Inc. / ESH Hospitality Inc.

USA Real Estate/Property

8/6/14 STAY $525.26 90 11/5/14 DB; GS; JPM; CITI; BOAML; MS

BG; BAIRD; HLHZ; STFL

RSP Permian Inc. USA Oil & Gas 8/7/14 RSPP $294.98 90 11/5/14 BAR; RBC; RJA; TP; UBS; JEFF

RICE; SBGBM; SCI; STEP; GLBGS; KLRGRP; CB

Genesis Energy LP USA Oil & Gas 9/23/14 GEL $233.27 45 11/7/14 WLF; BOAML; CITI; DB; RBC; BMOCM

BAIRD; RJA; JMS

Brookdale Senior Living Inc. USA Healthcare 9/9/14 BKD $345.00 60 11/8/14 BOAML; GS RBC

Martin Midstream Partners LP USA Oil & Gas 9/24/14 MMLP $127.34 45 11/8/14 BOAML; RBC; WLF; DB; GS; MS; RJA

BBT; MLV; STEP

Pinnacle Foods Inc. USA Food & Beverage 9/9/14 PF $484.50 60 11/8/14 CS; MS

Armada Hoffler Properties Inc. USA Real Estate/Property

9/10/14 AHH $52.04 60 11/9/14 BAIRD; RJA; STFL JMS; OPCO; WU

AvalonBay Communities Inc. USA Real Estate/Property

9/10/14 AVB $686.25 60 11/9/14 GS

Envision Healthcare Holdings Inc. USA Healthcare 9/24/14 EVHC $614.25 45 11/9/14 CITI

CONTINUED >





< PreviousSEC 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)

SEC Registered Follow Ons Withdrawn/Postponed Since October 13, 2014

Issuer Nation Industry Withdrawn/ Postponed Date Ticker Expected Value

($M)Withdrawn/

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

Ellington Residential Mortgage REIT

USA Real Estate/Property

10/16/14 EARN $115.00 Withdrawn Due to market condition.

CS; DB


Mitel Networks Corp. CAN Computers & Electronics

5/13/14 MITL $86.60 180 11/9/14 CIBC; CRMK CG; RBC; TD

Physicians Realty Trust USA Real Estate/Property

9/9/14 DOC $152.95 60 11/9/14 BOAML; KCM; BMOCM; RBC; WU

REFICO; CB; CMPPNT; JHWL


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

Sec. Type Ticker Mkt. Cap

(M)Stock Price

Prem/ Disc % WC(s)

Placement Agents/

UnderwritersPeapack-Gladstone Financial Corp.

USA Financial Institutions

Closed 10/23/14 RD $50.00 ATM PGC $222.72 18.32 0.00% N/A SANDO

WidePoint Corp. USA Technology Priced 10/23/14 CMPO $10.00 CS WYY $118.27 1.61 -9.90% N/A BRO; CHG

Nanosphere Inc. USA Healthcare Priced 10/22/14 CMPO $20.00 CS NSPH $56.60 0.74 -32.10% N/A CHCML

CEL-SCI Corp. USA Healthcare Priced 10/21/14 RD $1.00 CS CVM $67.72 0.85 -10.60% 25.00%

MagneGas Corp. USA Industrial Priced 10/21/14 RD $3.00 CS MNGA $43.17 1.30 -23.10% 100.00% NLND

MagneGas Corp. USA Industrial Priced 10/21/14 RD $1.06 PSC MNGA $43.17 1.30 -23.10% 100.00% NLND

Hutchinson Tech-nology Inc.

USA Technology Priced 10/20/14 RD $37.50 DC HTCH $100.17 3.57 5.00% N/A HLHZ

NovaBay Pharma-ceuticals Inc.

USA Healthcare Closed 10/16/14 RD $10.00 ATM NBY $36.22 0.71 0.00% N/A ASCDNT


Registered Offerings and CMPOs Priced/Closed Since October 13, 2014

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

Ingersoll-Rand PLC IR S-3ASR 10/23/14 10/23/14 Unlimited Equity/Debt

General Finance Corp. GFN S-3 10/22/14 $250.00 Equity/Debt

Revolution Lighting Technologies Inc. RVLT S-3 10/22/14 $50.00 Equity/Debt

Hexcel Corp. HXL S-3ASR 10/21/14 10/21/14 Unlimited Equity/Debt

Jabil Circuit Inc. JBL S-3ASR 10/21/14 10/21/14 Unlimited Equity/Debt

Teck Resources Ltd. TCK F-10 10/21/14 $6,000.00 Equity

Shelf Registration Statements Filed Since October 13, 2014

CoNTiNueD >




< PreviousShelf Registration Statements Filed Since October 13, 2014

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

Sears Holdings Corp. SHLD S-3ASR 10/20/14 10/20/14 Unlimited Equity/Debt

Community Financial Corp. TCFC S-3 10/17/14 $75.00 Equity/Debt

First Busey Corp. BUSE S-3 10/17/14 $250.00 Equity/Debt

Net Element Inc. NETE S-3 10/17/14 $50.00 Equity/Debt

NetList Inc. NLST S-3 10/17/14 $40.00 Equity

BCB Bancorp Inc BCBP S-3 10/16/14 $50.00 Equity/Debt

CDW Corp. CDW S-3ASR 10/16/14 10/16/14 Unlimited Equity/Debt

MYOS Corp. MYOS S-3 10/16/14 $75.00 Equity/Debt

Advanced Cell Technology Inc. ACTC S-3 10/14/14 $100.00 Equity/Debt

Constellation Brands Inc. STZ S-3ASR 10/14/14 10/14/14 Unlimited Equity/Debt

Memorial Production Partners LP MEMP S-3 10/14/14 $250.00 Equity

Pluristem Therapeutics Inc. PSTI S-3 10/14/14 $200.00 Equity

Totals 18 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)

10/20/14 Cardigant Medical Inc. CARD Cardigant Medical Inc. Hong Kong Takung Assets and Equity of Art-works Exchange Co. Ltd.

N/A N/A N/A 23.33

10/16/14 bBooth Inc. GLSI Global System Designs Inc. bBooth Inc. N/A N/A N/A 9.57 $4.50

Shell Merger Activity Since October 13, 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

10/20/14 Agricon Global Corp. AGRC Delaware 3/31/08 98.66 100 309

10/15/14 Spelzon Corp. Nevada 3/7/14 6 75 1

Shell Companies Since October 13, 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 October 13, 2014

10/23/14 Codarica Seed $100,00010/23/14 Fortress Risk Management Undisclosed $3,500,00010/23/14 Glamsquad Series A $7,000,00010/23/14 InSilixa Undisclosed $13,000,00010/23/14 Kespry Series A $10,000,00010/23/14 lettrs Undisclosed $1,500,00010/23/14 Medrobotics Undisclosed $20,000,00010/23/14 Moov Series A $3,000,00010/23/14 Playstudios Undisclosed $20,000,00010/23/14 RealConnex Seed $500,00010/23/14 Reputation Institute Undisclosed Undisclosed10/23/14 Tipalti Series B $13,000,00010/22/14 Ablative Solutions Undisclosed $4,724,92310/22/14 AccuMED Technologies Undisclosed Undisclosed10/22/14 Acumatica Undisclosed $13,300,00010/22/14 Boostable Seed $3,200,00010/22/14 Bowery Seed $150,00010/22/14 CareSync Series A $4,250,00010/22/14 CleanNG Seed $600,00010/22/14 CrowdCare Undisclosed $3,500,00010/22/14 DeNovo Sciences Undisclosed $2,000,00010/22/14 Fitocracy Seed $100,00010/22/14 Flint Mobile Series C $9,400,00010/22/14 HealthCare.com Undisclosed $7,500,00010/22/14 Hmicro Series B $5,500,00010/22/14 Imbue Seed $75,00010/22/14 InfaCare Pharmaceutical Undisclosed $750,00010/22/14 Ingenious Med Undisclosed Undisclosed10/22/14 KnowRe Undisclosed $6,800,00010/22/14 Lytics Series A $7,000,00010/22/14 Navera Series A $8,000,00010/22/14 NuCurrent Series A $3,480,00010/22/14 Payoff Undisclosed $12,000,00010/22/14 Proteon Therapeutics Undisclosed $61,000,00010/22/14 Retailcommon Series A $2,000,00010/22/14 Roku Undisclosed $25,000,00010/22/14 Snowflake Computing Undisclosed $26,000,00010/22/14 SPARQ Systems Undisclosed $11,000,00010/22/14 Spikes Security Series A $11,000,00010/22/14 TableSafe Undisclosed $2,000,00010/22/14 Technisys Series B $13,000,00010/22/14 Tsu Undisclosed $7,000,00010/22/14 Unum Therapeutics Series A $12,000,00010/22/14 Urban Airship Undisclosed $12,136,73610/22/14 VerbalizeIt Undisclosed $834,60810/22/14 WalkSource Seed $1,170,00010/22/14 XAPPedia Undisclosed $1,950,00010/22/14 YieldMo Undisclosed $10,000,00010/22/14 youAPPi Series A $3,000,00010/21/14 Attentive.ly Undisclosed $750,00010/21/14 Benu Networks Undisclosed $27,700,00010/21/14 Bitnet Series A $14,500,00010/21/14 Cazena Series A $8,000,000

10/21/14 CreditSuppliers Undisclosed $12,500,00010/21/14 Edbacker Seed $250,00010/21/14 Fiksu Undisclosed $10,000,00010/21/14 Firebase Undisclosed Undisclosed10/21/14 Hakka Labs Seed $225,00010/21/14 Interior Define Undisclosed $750,00010/21/14 Macheen Undisclosed Undisclosed10/21/14 Magic Leap Undisclosed $542,000,00010/21/14 MediaHound Undisclosed $4,500,00010/21/14 Mirantis Series B $100,000,00010/21/14 Moogsoft Undisclosed $3,000,00010/21/14 NerVve Technologies Series A $5,000,00010/21/14 Orchard Platform Series A $12,000,00010/21/14 OverDog Undisclosed $1,090,00010/21/14 Practice Fusion Undisclosed $2,500,00010/21/14 PureTech Undisclosed $55,000,00010/21/14 Qu Biologics Undisclosed $5,100,00010/21/14 Saylent Technologies Undisclosed $2,000,00010/21/14 SnapLogic Series D $20,000,00010/21/14 STAQ Series A $2,500,00010/21/14 Telcare Undisclosed $34,705,10010/21/14 Viamet Pharmaceuticals Series D $60,000,00010/21/14 Vitagene Seed $350,00010/21/14 VOIQ Seed $120,00010/21/14 WeGoLook Series A $1,750,00010/21/14 Zirtual Undisclosed $250,00010/21/14 Zola Series A $2,599,99910/21/14 Zumur Seed $1,400,00010/20/14 AboutOne Undisclosed $400,00410/20/14 AgeneBio Undisclosed $4,113,12710/20/14 Buffer Seed $2,500,00010/20/14 HomeZada Seed $2,100,00010/20/14 ReadyForZero Seed $350,00010/20/14 Recurly Series B $12,000,00010/20/14 SemanticMD Seed $80,00010/20/14 Sequenta Undisclosed Undisclosed10/20/14 StackIQ Series B $6,000,00010/20/14 Torrent Technologies Undisclosed Undisclosed10/20/14 Triposo Undisclosed $1,000,00010/20/14 Viableware Undisclosed $2,000,00010/20/14 ZetrOz Undisclosed $5,000,00010/20/14 ZipLine Medical Series C $5,700,00010/19/14 Cheddar Up Seed $525,00010/18/14 AdNear Undisclosed $19,000,00010/18/14 Almond Systems Series A $9,000,00010/18/14 AlphaPoint Undisclosed $1,350,00010/18/14 Boostability Undisclosed Undisclosed10/18/14 BuyHappy Seed $902,80810/18/14 Fresvii Undisclosed $1,800,00010/18/14 Mailcloud Undisclosed $2,800,00010/18/14 MassiveU Seed $700,00010/18/14 MedAvail Series C $30,000,00010/18/14 Metail Undisclosed $12,000,000

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 October 13, 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.

10/18/14 MID Labs Undisclosed $51,000,00010/18/14 MindTickle Seed $1,800,00010/18/14 Osmo Series A $12,000,00010/18/14 PlayMaker CRM Undisclosed Undisclosed10/18/14 Pluto.TV Undisclosed $500,00010/18/14 Portal Instruments Series A $11,000,00010/18/14 Sworl Undisclosed $334,00010/18/14 Taggler Undisclosed $500,00010/18/14 Urgent.ly Undisclosed $1,200,00010/18/14 Waterline Data Science Undisclosed $7,000,00010/18/14 Wirkn Undisclosed $400,00010/17/14 6fusion Undisclosed $4,275,00010/17/14 Brainly Series A $9,000,00010/17/14 Drop Seed $2,000,00010/17/14 Geofeedia Series A $3,500,00010/17/14 H3 Financial Services Series A Undisclosed10/17/14 Map-D Undisclosed $1,500,00010/17/14 Wilshire Axon Sports Series A $2,000,00010/17/14 Zayo Group Undisclosed $400,000,00010/16/14 Armor5 Undisclosed Undisclosed10/16/14 Checkr Series A $9,000,00010/16/14 FilterEasy Undisclosed $500,00010/16/14 Highland Therapeutics Undisclosed $25,000,00010/16/14 LibraTax Seed $500,00010/16/14 Paintzen Seed $1,810,00010/16/14 Quantified Care Seed $75,00010/16/14 Quantopian Series B $15,000,00010/16/14 Shelfbucks Undisclosed $2,100,41910/16/14 Speakr Seed $2,900,00010/16/14 Tetra Discovery Partners Undisclosed Undisclosed10/16/14 Vyu Seed $825,00010/15/14 Airspan Networks Series D $7,500,00010/15/14 Anametrix Undisclosed Undisclosed10/15/14 Channel Medsystems Undisclosed $6,000,00010/15/14 ChouxBox Seed $100,00010/15/14 Coinsetter Undisclosed $1,267,97510/15/14 EverTrue Series B $8,000,00010/15/14 Experiment Undisclosed $1,000,00010/15/14 HearNotes Undisclosed $100,00010/15/14 Immunomic Therapeutics Undisclosed $5,726,05210/15/14 InCrowd Undisclosed $300,00010/15/14 Indicative Undisclosed $2,000,00010/15/14 Mersive Undisclosed $800,00010/15/14 Minerva Project Series B $49,000,00010/15/14 Nara Logics Series A $6,000,00010/15/14 Neverware Undisclosed $2,420,00110/15/14 Pulse.io Seed $75,00010/15/14 Qstream Undisclosed $942,50010/15/14 RadPad Undisclosed $3,185,00010/15/14 Selecta Biosciences Undisclosed $20,000,00010/15/14 SnapRetail Undisclosed $500,00010/15/14 ThisMoment Series D $17,600,00010/15/14 Twindom Seed $750,000

10/15/14 Viewics Undisclosed $8,000,00010/15/14 WellTok Undisclosed $25,000,00010/15/14 Wit.ai Undisclosed $3,000,00010/14/14 2nd Watch Series C $10,000,00010/14/14 Agrivida Undisclosed $1,249,50010/14/14 Aspen Avionics Undisclosed $2,132,59510/14/14 Blitsy Undisclosed $803,00010/14/14 BoomBoom Prints Undisclosed $412,62010/14/14 Carbylan Therapeutics Undisclosed $5,000,00010/14/14 Circular Energy Undisclosed $5,500,00010/14/14 Columbia Green Technologies Undisclosed Undisclosed10/14/14 DNAtriX Series B $20,000,00010/14/14 DramaFever Undisclosed Undisclosed10/14/14 ecovent Seed $2,200,00010/14/14 Financial Software and Systems Undisclosed $57,000,00010/14/14 Gamma Medica Undisclosed $6,500,00010/14/14 Goodzer Seed $1,400,00010/14/14 Illumitex Undisclosed $3,985,86610/14/14 Immunome Undisclosed $467,50010/14/14 Loggly Series C $15,000,00010/14/14 NeuWave Medical Undisclosed $4,756,39010/14/14 NextGxDx Undisclosed $2,226,00010/14/14 Orderbird Series B $10,000,00010/14/14 Ozy Media Undisclosed $20,000,00010/14/14 Quantance Undisclosed $6,000,01210/14/14 Raze Therapeutics Series A $24,000,00010/14/14 Risk I/O Series A $4,000,00010/14/14 RPS Diagnostics Undisclosed $28,000,00010/14/14 S2C Series C $4,600,00010/14/14 Wireless Seismic Undisclosed $4,500,00010/14/14 Zero Motorcycles Undisclosed $6,000,00010/13/14 10 Minutes With Undisclosed $4,000,00010/13/14 Bonafide Seed $600,00010/13/14 Cloudscaling Undisclosed Undisclosed10/13/14 Complex Polygon Seed $1,700,00010/13/14 Dialogic Undisclosed $35,300,00010/13/14 Elli Seed $400,00010/13/14 GoGoGab Seed $300,00010/13/14 Hello Doctor Undisclosed $700,00010/13/14 Invitae Series F $120,000,00010/13/14 Kiwi Crate Seed $800,00010/13/14 Loopd Undisclosed $1,000,00010/13/14 Monsieur Seed $2,000,00010/13/14 ParLevel Undisclosed $2,000,00010/13/14 Petcube Seed $937,50010/13/14 PrecisionLender Undisclosed Undisclosed10/13/14 Pressly Seed $750,00010/13/14 Publicize Undisclosed Undisclosed10/13/14 Skyworks Aerial Systems Seed $100,00010/13/14 Totspot Seed $1,800,00010/13/14 Trustatom Seed $75,00010/13/14 VoloMetrix Series B $12,000,000 Total: 211



COMPANY INDEX

A-k

Activision Blizzard Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Aditech Pharma AG. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

America West Resources Inc.. . . . . . . . . . . . . . . . . . . .13

American International Group Inc.. . . . . . . . . . . . . . .6

Andreessen Horowitz. . . . . . . . . . . . . . . . . . . . . . . . . . 10

Apple Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

Aspire Capital Partners Inc. . . . . . . . . . . . . . . . . . . . . .11

Bank of America Merrill Lynch . . . . . . . . . . . . . . . . . .15

Barclays Capital Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

BBooth Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

Beecken Petty O’Keefe & Co.. . . . . . . . . . . . . . . . . . . .15

Bidtoask LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

Biogen Idec Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

BioNeutral Group Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . .12

BioScience Managers Ltd.. . . . . . . . . . . . . . . . . . . . . . . .9

Birst . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Boart Longyear Ltd.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Boot Barn Holdings Inc.. . . . . . . . . . . . . . . . . . . . . . .7, 15

Cantor Fitzgerald & Co. . . . . . . . . . . . . . . . . . . . . . 10, 11

CB Pharma Acquisition Corp. . . . . . . . . . . . . . . . . . . . .8

Centerbridge Partners LP . . . . . . . . . . . . . . . . . . . . . . . .9

Chardan Capital Markets LLC . . . . . . . . . . . . . . . . . . .11

Corinthian Capital Group LLC. . . . . . . . . . . . . . . . . . .11

Coronado Biosciences Inc. . . . . . . . . . . . . . . . . . . . . . . .8

Craig-Hallum Capital Group LLC . . . . . . . . . . . . . . . .15

Credit Suisse Securities (USA) LLC. . . . . . . . . . . . . . .15

DNTW Chartered Accountants LLP . . . . . . . . . . . . .12

Dorsey & Whitney LLP . . . . . . . . . . . . . . . . . . . . . . . . . 10

EarlyBirdCapital Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . .1, 8

Facebook Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

Faegre Baker Daniels LLP . . . . . . . . . . . . . . . . . . . . . . 10

Far East Wind Power Corp. . . . . . . . . . . . . . . . . . . . . . .12

Feder Kaszovitz LLP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Fordgate Acquisition Corp. . . . . . . . . . . . . . . . . . . . . .14

Forward Pharma A/S. . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Freeman Spogli & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

General Catalyst Partners. . . . . . . . . . . . . . . . . . . . . . 10

Goldman, Sachs & Co.. . . . . . . . . . . . . . . . . . . . . . . . . .1, 9

Golub Capital LLC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

GoodData . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Gottlieb & Gordon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

Graubard Miller. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Greenberg Traurig LLP. . . . . . . . . . . . . . . . . . . . . . . . . . .5

Greenhill & Co.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Hewlett-Packard Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Houlihan Lokey Capital Inc. . . . . . . . . . . . . . . . . . . . . 10

Hudson Bay Capital Management LP . . . . . . . . . . . .1

Hutchinson Technology Inc. . . . . . . . . . . . . . . . . . . . 10

Hydra Industries Acquisition Corp.. . . . . . . . . . . . . . .1

Intel Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Iroquois Capital LP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

Janney Montgomery Scott LLC . . . . . . . . . . . . . . . . . .1

Jefferies LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7, 9, 15

JMP Group Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

JMP Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

John Thomas Financial Inc. . . . . . . . . . . . . . . . . . . . . .13

JPMorgan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7, 15

Keefe Bruyette & Woods Inc.. . . . . . . . . . . . . . . . . . . .15

Kirkland & Ellis LLP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Krinos Holdings Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

l-z

Leerink Partners LLC . . . . . . . . . . . . . . . . . . . . . . . . . 9, 15

Left Behind Games Inc. . . . . . . . . . . . . . . . . . . . . . . . . .12

Levon Resources Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . .11

Littman Krooks LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

Loeb & Loeb LLP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

Longwei Petroleum

International Holding Ltd.. . . . . . . . . . . . . . . . . . . . .12

Lowenstein Sandler LLP . . . . . . . . . . . . . . . . . . . . . . . . .4

Maples and Calder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Marathon Patent Group Inc. . . . . . . . . . . . . . . . . . . . . .6

Marwit Capital Partners LLP . . . . . . . . . . . . . . . . . . . . .7

McDermott Will and Emery LLP. . . . . . . . . . . . . . . . . .8

MDB Capital Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

MEC Promotions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

MGIC Investment Corp. . . . . . . . . . . . . . . . . . . . . . . . . . .6

Minter Ellison . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Mitsubishi UFJ Securities (USA) Inc. . . . . . . . . . . . . .15

MLV & Co. LLC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

Moelis & Co. LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Morgan Stanley & Co. . . . . . . . . . . . . . . . . . . . . . . . . 1, 15

Nanosphere Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Next World Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Nordic Biotech. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Oppenheimer & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

Park Avenue Consulting . . . . . . . . . . . . . . . . . . . . . . . .13

Patriot28 LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

Pershing Gold Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

Pharus Capital Management LLC . . . . . . . . . . . . . . 10

Piper Jaffray & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . .7, 15

PNC Bank NA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

PricewaterhouseCoopers Hong Kong . . . . . . . . . .12

Proteon Therapeutics Inc. . . . . . . . . . . . . . . . . . . . . . . .4

RBC Capital Markets LLC . . . . . . . . . . . . . . . . . . . . . . . . .9

Renaissance Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Robert W. Baird & Co. . . . . . . . . . . . . . . . . . . . . . . . . .7, 15

Roth Capital Partners LLC. . . . . . . . . . . . . . . . . . . . . . .15

Scotiabank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

Seyfarth Shaw LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

Sientra Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

Spherix Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

Starlight Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

Stephens Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

Stifel, Nicolaus & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

Subaye Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

Summer Street Research Partners . . . . . . . . . . . . . .15

Tableau Software Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . 10

Tenaya Capital Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Tiber Creek Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

TOTVS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

UBS AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

UBS Investment Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

UBS Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

Uptick Capital LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

Vertical Research Partners . . . . . . . . . . . . . . . . . . . . . .15

VF Partners LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Viking Therapeutics Inc. . . . . . . . . . . . . . . . . . . . . . . . .15

Virobay Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Vringo Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Wells Fargo & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

Wells Fargo Securities LLC . . . . . . . . . . . . . . . . . . . .7, 15

William Blair & Co. LLC . . . . . . . . . . . . . . . . . . . . . . . . . .15

Worlds Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Xenon Pharmaceuticals Inc. . . . . . . . . . . . . . . . . . . . . .1

Zayo Group Holdings Inc.. . . . . . . . . . . . . . . . . . . . . . . .1



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