middle market equity capital report - q1 2015

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April 2015 A CohnReznick LLP Report Middle Market Equity Capital Report Amid Positive Market Conditions, a Decline in Q1 IPO Activity Middle Market Equity Capital Report Amid Positive Market Conditions, a Decline in Q1 IPO Activity

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Page 1: Middle Market Equity Capital Report - Q1 2015

Middle Market Equity Capital Report ― April 20151

April 2015A CohnReznick LLP Report

Middle Market Equity Capital Report

Amid Positive Market Conditions, a Decline in Q1 IPO Activity

Middle Market Equity Capital Report

Amid Positive Market Conditions, a Decline in Q1 IPO Activity

Page 2: Middle Market Equity Capital Report - Q1 2015

Middle Market Equity Capital Report ― April 20153

Table of Contents

Highlights ................................................................................................1

Q1 IPO Activity ......................................................................................3

Middle Market Insights ..........................................................................5

Perspectives from CohnReznick’s Industry Thought Leaders.........8

Middle Market Industry Observations ..............................................9

Middle Market Snapshot .................................................................11

Middle Market Follow-On Activity ..................................................13

Which Banks Made the Middle Market List? .................................14

Regulatory Observations ................................................................15

Summary ...........................................................................................16

Page 3: Middle Market Equity Capital Report - Q1 2015

Middle Market Equity Capital Report ― April 20154

Preface

Dom Esposito Alex Castelli

April 23, 2015

Heading out of 2014, a continuation of record-breaking IPO activity was forecasted for 2015. However, Q1 2015 fell far short of expectations and as a result raises more questions than there are defi nitive answers to explain the 46% drop in IPO activity when compared to Q1 2014.

Capital markets observers expected that with continued positive market conditions, as there were through Q1 2015, both issuers and investors would have had a mutual interest in stoking the IPO fi re. Through the fi rst three months of the year, the U.S. Department of Labor announced the additions of 257,000, 295,000, and 126,000 jobs, respectively—a cumulative total of 260,000 more jobs when compared to Q1 2014.

When comparing stock market performance for Q1 2015 to Q1 2014, the Dow Jones Industrial Average, S&P 500, and Nasdaq all performed at about the same levels—the Dow was down a fraction while both the S&P 500 and Nasdaq were up fractionally. And just at the tail end of Q1, it was reported that consumer confi dence increased, remaining near its highest levels since 2007.

One of the few pleasant surprises of Q1 came at the end of March when the SEC, in a move designed to facilitate the capital raising needs of smaller companies, updated and expanded Regulation A under Title IVof the JOBS Act of 2012. By doing so, investors will have more choices and smaller companies can, if desired, bypass big institutions for their capital needs by offering stock directly to their key constituents and to the general public.

The decline in IPO activity in Q1 2015 may be the result of a very active 2014 where many issuers who were ready and receiving plenty of encouragement from the capital markets ecosystem, dove into the IPO pool. As a result, after such a vibrant 2014, the IPO pipeline heading into 2015 may have been sparse. One could also argue that 2014 IPO activity was the exception and not the norm, but that’s diffi cult to know until we get a few more quarters under our belt in 2015.

Here is what we know for certain: middle market IPO activity contributes to the strength of the U.S. economy by creating jobs and stimulating growth. In this, our fi rst report of 2015, we examine Q1 IPO and follow-on activity. We drill down on middle market transactions and industry-specifi c data, provide details concerning Regulation A+, outline a list of the most active investment bankers, and offer our observations and insights on those forces exerting upward and downward pressure on the level of activity of equity capital transactions.

Dom Esposito Alex CastelliPartner, National Practice Partner, Middle Marketand Growth Director Equity Capital Sponsor

We are excited to see the impact that Regulation A+ will have on capital formation activities in the middle market. With that being said, we anticipate that, having seen the positive impact of the JOBS Act on capital formation, our representatives in Washington may focus their attention on building a JOBS Act 2.0.

Page 4: Middle Market Equity Capital Report - Q1 2015

A CohnReznick Report 5

Highlights

1

Q1 IPO Activity ShrinksAfter multiple quarters of continued and sustained growth, the number of initial public offerings (IPOs) in the U.S. in Q1 2015 dropped by 46% over the same period in 2014 suggesting that the record-breaking number of IPOs completed last year may have been the exception rather than the new norm.

Middle Market ImplicationsIf annual IPO activity continues at the Q1 pace, the U.S. is on track to tally only 165 total IPOs in 2015. The decrease in IPO activity was particularly felt among middle market companies (companies with market caps between $10 million and $2 billion post IPO) which saw only 33 IPOs in Q1 2015, compared to 62 in Q1 2014.

Middle market businesses are the most important growth engine in the U.S. economy and a critical component to job creation. According to the National Center for the Middle Market, that sector includes approximately 200,000 businesses driving over $10 trillion in annual revenues. By increasing access to affordable capital for middle market businesses, the U.S. economy will strengthen and grow exponentially.

Middle market IPOs continue to occupy a large percentage of total IPOs during the same period in 2014. In Q1 2015, more than 97% of IPOs were categorized as middle market compared to 93% in Q1 2014.

Page 5: Middle Market Equity Capital Report - Q1 2015

Middle Market Equity Capital Report ― April 20156

Highlights

2

Tech and Healthcare IPOs ContractIn 2014, technology and healthcare companies took advantage of investors’ appetite for IPOs. In Q1 2015, those industries reversed course suggesting that frothy valuations in the private marketplace may be drawing more attention from would-be candidates. Year-over-year comparisons reflect a 77% and an 81% decrease in technology and healthcare IPOs, respectively. Notable IPO activity increases in life sciences and real estate were encouraging.

Regulation A+ DebutsDuring the last week of Q1, in a move designed to facilitate the capital raising needs of smaller companies, the SEC updated and expanded Regulation A under Title IV of the JOBS Act of 2012. The new rules, known as Regulation A+, will allow companies to raise up to $50 million in a mini-IPO type offering. Under the new rules, investors will have more choices and smaller companies can, if desired, bypass big institutions for their capital needs by offering stock directly to their key constituents and to the general public.

What Does CohnReznick Think?With access to affordable capital, the middle market can act as a powerful driver of growth for jobs and the U.S. economy. Even though the decrease in IPO activity in Q1 2015 is concerning, many economic indicators remain positive. Middle market decision makers have plenty of capital raising options including IPO, traditional banks, investment banks, mezzanine lenders, private equity, venture capital, and even crowdfunding. The best form of capital is the one that fits with the strategic objectives of the company.

Page 6: Middle Market Equity Capital Report - Q1 2015

A CohnReznick Report 1

Q1 IPO Activity

3

All IPOs

Q1 - 2015Q1 - 2014 Q2 - 2014 Q3 - 2014 Q4 - 2014

Middle Market IPOs

90

80

70

60

50

40

30

20

10

0

Figure 1. IPO Activity by Quarter

Source: Thomson Reuters/Audit Analytics

Favorable market conditions continued in Q1 2015—stock markets were consistent, interest rates remained low, and gains in employment continued. Yet, IPO activity dropped by 46% compared to Q1 2014. In Q1 2015, there were 40 IPOs compared to 74 in 2014. Operating company IPOs (excluding SPACs and closed-end funds) followed suit decreasing by 49% to 34 IPOs in Q1 2015 from 67 in Q1 2014.

Page 7: Middle Market Equity Capital Report - Q1 2015

Middle Market Equity Capital Report ― April 20152

Q1 IPO Activity

4

When including 2013 as part of a longer term comparison, first quarter IPO activity in 2015 was only two IPOs short of the 42 completed in Q1 2013. This three-year analysis begs the question, “Was 2014 the exception, or has the investment community turned its back on the IPO in 2015 as a source to access capital?” Transaction activity in one quarter, the first quarter in particular, rarely defines performance for the whole year. With nine months remaining in the year, issuers and investors have time to make up the losses from Q1.

Generous valuations from strategic and financial investors, including private equity and venture capital firms in the private sector may have drawn the attention of those middle market companies that were once considering an IPO. With so many sources of capital available to middle market companies, business executives may have chosen a non-IPO source of capital in Q1.

Pipeline through-put could be one of the reasons that Q1 2015 IPO activity lagged behind 2014. Quite simply, most issuers may have been drawn by investor interest in 2014 and received plenty of encouragement from their investment bankers to access the public markets. The push to price in 2014 could have left the IPO pipeline with all but a trickle of activity leading into 2015. Looking forward, 51 IPOs are in the pipeline and scheduled to be issued in Q2.

Signed into law by President Obama on April 5, 2012, the JOBS Act may have encouraged issuers to access the IPO on-ramp in 2014. As the time to prepare for an IPO is typically 12-24 months, those issuers starting the process in 2012 would have priced in 2014 contributing to the flurry of 2014 IPO activity.

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A CohnReznick Report 35

Middle Market Insights

Middle market IPOs, those priced by companies with post-IPO market caps of $10 million to $2 billion, represented 97% of operating company IPOs in Q1 compared to 93% in Q1 2014. And while middle market IPOs in Q1 2015 decreased by 47% compared to 2014, the 4% gain of middle market IPOs as a percentage of operating company IPOs is a respectable gain.

Down46% Down

47%

100

90

80

70

60

50

40

30

20

10

0

1Q 2014

All IPOs Middle Market IPOs

1Q 2015

Down46%

1Q 2014

All IPOs

Figure 2. Middle Market IPOs Decrease

Source: Thomson Reuters/Audit Analytics

Page 9: Middle Market Equity Capital Report - Q1 2015

Middle Market Equity Capital Report ― April 20154

Middle Market Insights

6

Public Vs. Private CapitalThe competition to identify and acquire quality investments by both strategic investors and financial investors like private equity and venture capital coupled with a shortage of quality investments, has increased valuations. High valuations have made private transactions a more attractive outcome for middle market companies who once may have pursued an IPO. Private transactions may be winning the competitive battle with IPOs as a source of capital.

In 2014, 79% of Q1 middle market IPOs were private equity or venture capital backed while in Q1 2015, 58% of middle market IPOs fell into that same category. If private equity and venture capital firms can experience greater benefit from a sponsor-to-sponsor transaction, or a sale to a strategic investor, as a result of higher private valuations, they will pursue that option. This competitive market condition could be a contributing factor to the decreased number of IPOs in Q1.

It is quite possible that Q1 2015 IPO activity reflects a growing number of middle market businesses that consider a private transaction a more efficient, less time consuming, and less costly option to raising capital in the public markets. Even though private transactions are not without challenges, they are absent the regulatory hurdles involved in a public offering.

Source: Thomson Reuters/Audit Analytics

Figure 3. Middle Market Proceeds

Nano Cap ($10-$99 million) 9 $ 227,120,000 13 $ 73,730,000Micro Cap ($100-$499 million) 36 $ 2,898,464,000 21 $ 1,917,292,000Small Cap ($500 mil - $2 billion) 17 $ 3,651,699,000 9 $ 2,779,245,000

TOTAL 62 $ 6,777,283,000 33 $ 4,770,897,000

Proceeds Proceeds

Middle Market Sub-Segments Q1-2015Q1-2014Number of Deals

Number of Deals

Middle Market ProceedsMiddle market companies raised approximately $4.8 billion in 2015 versus nearly $6.8 billion in 2014—a decrease of 33%. Even so, the average proceeds per IPO increased to $145 million in Q1 2015 from $109 million in Q1 2014, which is good news for those middle market companies who decided to access the IPO on-ramp this year.

Page 10: Middle Market Equity Capital Report - Q1 2015

A CohnReznick Report 5

Middle Market Insights

7

Middle Market PricingWhile not a game-changing improvement in middle market pricing, a greater percentage of middle market IPOs priced above their fi ling range in Q1 2015—24% compared to only 19% in 2014. Almost half of middle market IPOs in Q1 2015 priced within their range (about the same as 2014) and 27% priced below their range in Q1 2015 compared to 29% in Q1 2014 (another nice improvement).

100%

90%

80%

70%

60%

50%

40%

30%

20%

10%

0%

16%

52%

29%

32%

17%

38%

45%

24%

27%

49%

8%

47%

45%

52%

19%

Below Filing Range

Q1 2014 Q3 2014Q2 2014 Q4 2014 Q1 2015

Within Filing Range Above Filing Range

Figure 4. Middle Market IPO Pricing vs. Initial Filing Range

Source: Thomson Reuters/Audit Analytics

This data could suggest that more middle market companies and their investment bankers are communicating with investors earlier in the process and that the investment banking community is taking a more realistic approach relative to pricing with the mindset of under-promising and over-delivering.

Page 11: Middle Market Equity Capital Report - Q1 2015

Middle Market Equity Capital Report ― April 201568

Perspectives From CohnReznick’s Industry Thought Leaders

Even though healthcare, life sciences, and technology seem to attract most of the attention in the capital markets arena, industries such as commercial real estate, hospitality, renewable energy, and retail and consumer products are all impacted by IPO and overall capital market transactions activity. Featured below are industry specific thoughts, insights, and observations from some of CohnReznick’s thought leaders.

Shake Shack started preparing and serving

food from a kiosk in Manhattan’s Madison Square Park and never looked back. They launched one of the hospitality industry’s more successful IPOs. Our restaurant clients took note and have a heightened interest in exploring the IPO as a potential source of capital.

Cindy McLoughlin Partner, Hospitality Industry Practice

While the number of IPOs decreased significantly in Q1 2015 compared to Q1 2014, the life sciences industry

continued to show some strength. Many of the catalysts that drove life sciences IPO activity in 2014 still exist in 2015. Investors continue to be attracted to issuers with the combination of an interesting story, an experienced management team, and the potential for growth.

Craig Golding Partner, Technology and Life Sciences Industry Practice

In the first quarter of 2015 four REIT IPOs combined to raise over $800 million in capital. The total market cap for the REIT industry

continues to climb at a very steady pace as investors seek income from dividends while interest rates remain low.

Adam Kleeman Partner, Commercial Real Estate Industry Practice

Both Party City and Etsy priced in early Q2. It is interesting to note that these two businesses are launching at the same time as they are at different ends of the consumer spectrum.

Etsy is a tech company playing in the e-commerce space while Party City focuses on a traditional brick and mortar platform. Watching post-IPO performance of these seemingly divergent companies will be exciting.

Stephen Wyss Partner, Retail and Consumer Products Industry Practice ”

Page 12: Middle Market Equity Capital Report - Q1 2015

A CohnReznick Report 79

Middle Market Industry Observations

Healthcare and Life SciencesHealthcare and life sciences companies with long development life-cycles and complicated stories to tell investors continue to embrace the IPO as a form of capital that fi ts their long-term strategic objectives. Most companies in thesesectors use the proceeds from IPOs to fund research and development activities and value the possibility of gaining additional access to capital through consequent follow-on transactions. We believe that IPOs in the healthcare and life sciences industries will continue to be elevated by the Testing the Waters and Confi dential Filing provisions of the JOBS Act.

In Q1 2015, healthcare and life sciences IPOs combined represented 48% of all middle market IPOs; short of the almost 52% the two sectors represented in Q1 2014, but a marked increase from 19% in Q1 2013.

Here, issuers with complex stories to tell have been buoyed by the Testing the Waters and Confi dential Filing provisions of the JOBS Act. However, investors may be keeping a more watchful eye on post-IPO performance in these sectors before committing capital.

TechnologyLife SciencesHealthcare (ex Life Sciences)Financial ServicesReal EstateEnergy & UtilitiesHospitalityOther

Technology21%

Healthcare(ex Life Sciences)

42%

FinancialServices

9%

Real Estate–2%

LifeSciences

10%

Other11%

Hospitality–2%

Q1 2014 Q1 2015

Tech

nolo

gy 9%

LifeSciences

33%

Healthcare(ex Life Sciences)

15%

FinancialServices

18%

RealEstate12%

Energy & Utility 3%

Hospitality 3%O

ther 7%Energy & Utilities–3%

Figure 5. Q1 Middle Market IPO 2014-2015 Comparison

Source: Thomson Reuters/Audit Analytics

Page 13: Middle Market Equity Capital Report - Q1 2015

Middle Market Equity Capital Report ― April 2015810

Real EstateOf interest is the real estate sector’s level of IPO activity in Q1 2015. Four real estate IPOs, all REITs, were priced in Q1 2015 compared to one in the same period of 2014. We see strong real estate fundamentals continuing into 2015 and the increase in the number of REITs in Q1 demonstrates that investors feel the same way. Rents are growing, earnings are growing faster than inflation, and demand is growing faster than supply in many property types.

TechnologyTechnology sector IPOs decreased a surprising 77% in Q1 2015 when comparing to Q1 2014 activity levels. Only three middle market technology sector IPOs priced this year compared to 13 in 2014. In 2015, technology company IPOs represented roughly 9% of middle market IPOs. In 2014, the percentage of technology company IPOs was closer to 20% of middle market IPOs. High private valuations and competition from strategic investors and venture capital may be the underlying reasons for the decrease in technology sector IPOs. Frankly, technology companies may perceive and actually realize more benefit by selling equity to private investors, many of whom understand the space and will partner to grow the company further. Strategic and financial investors see more opportunity to plug-in or add-on the right technology company acquisition which may reward shareholders more than would the public markets. We believe that public investors remain enthusiastic about new technology sector issues, but that as a result of high valuations, issuers may be attracted to the private investment community perhaps reducing the number of new middle market technology IPOs.

Middle Market Industry Observations

“We believe that public investors remain enthusiastic about new technology sector issues, but technology companies are likely more attracted to alternative sources of capital and fewer new issues are actually making it to market.”

― Alex Castelli, Partner, Middle Market Equity Capital Sponsor and Technology and Life Sciences Industry Practice Leader

Page 14: Middle Market Equity Capital Report - Q1 2015

A CohnReznick Report 911

Middle Market Snapshot

Number of IPOs Average Deal Size ($M)Proceeds ($B)

62 6.8

4.8

33

DOWN47%

DOWN29%

UP32%

109

145

Q1 2014 Q1 2015 Q1 2014 Q1 2015 Q1 2014 Q1 2015

Analyzing Middle Market IPOsCohnReznick’s Middle Market Snapshot analyzes IPOs conducted by middle market companies―regardless of proceeds generated. CohnReznick defi nes the middle market as companies with $10 million to $2 billion in market capitalization post initial public offering.

Middle Market IPO ActivityMiddle market IPOs were down 47% in Q1 2015. A departure from 2014’s record-breaking year.

Q1 2015Q1 2014

896

1767

$ M

illion

s

227

2106

4000

3500

3000

2500

2000

1500

1000

500

0

2898

3651

Nano Cap($10 - 99 million)

Micro Cap($100 - 499 million)

Small Cap($500 mil - 2 billion)

Nano Cap($10 - 99 million)

Micro Cap($100 - 499 million)

Small Cap($500 mil - 2 billion)

Q1 2014 Q1 2015

Nano Cap($10 - 99 million)

Micro Cap($100 - 499 million)

Small Cap($500 mil - 2 billion)

Nano Cap($10 - 99 million)

Micro Cap($100 - 499 million)

Small Cap($500 mil - 2 billion)

19

2912

50

40

30

20

10

0

36

17

Proceeds of Middle Market IPOs by Sub-SegmentMiddle market IPOs were down almost 50% in Q1 2015. Proceeds from middle market IPOs were down closer to 70%. Nano cap IPOs showed the only gain.

Number of Middle Market IPOs by Sub-SegmentNano cap IPOs represented 58% of all middle market IPOs in Q1 2015. They were only 15% of all middle market IPOs in Q1 2014.

Source: Thomson Reuters/Audit Analytics

Source: Thomson Reuters/Audit Analytics

Source: Thomson Reuters/Audit Analytics

Page 15: Middle Market Equity Capital Report - Q1 2015

Middle Market Equity Capital Report ― April 20151012

50

45

40

35

30

25

20

15

10

5

0

Num

ber o

f IPO

s

1Q 2014 1Q 2015

FinancialServices

9%

FinancialServices

18%

RealEstate

2%

Energy &Utilities

3%

Energy &Utilities

1%

Technology9%

Healthcare42%

Healthcare15%Life

Sciences10%10%

LifeSciences

33%

2%

RealEstate12%

Hospitality2%

Hospitality3%

Technology21%

Active Industry SegmentsLife sciences IPOs increased to 51% of middle market IPOs and real estate IPOs grew to 12% of middle market IPOs.

1Q 2014 1Q 2015

Private Equity-Backed IPOs 70

60

50

40

30

20

10

0

Num

ber o

f IPO

s

19/3358%

49/6279%

Q1 2104 Q1 2015

Companies Filing as EGCs

54/6287%

13.2932/3397%

Private Equity-Backed IPOsIn Q1 2015, 58% of middle market IPOs were backed by private equity.

Companies Filing as EGCsFiling as an EGC helps middle market companies access the IPO on-ramp by utilizing the “Testing the Waters” and “Confi dential Filing” provisions of the JOBS Act.

Source: Thomson Reuters/Audit Analytics

Source: IssuWorks

Source: Thomson Reuters/Audit Analytics

Source: Thomson Reuters/Audit Analytics

Page 16: Middle Market Equity Capital Report - Q1 2015

A CohnReznick Report 1113

The number of follow-on transactions in the middle market slowed in Q1 2015 compared to Q1 2014, but the proceeds raised showed a move upward. Q1 2015 middle market transactions totaled 162 compared to 195 in Q1 2014—a 17% decrease. Proceeds from those transactions increased to $15.5 billion in 2015 from $14.5 billion in 2014—a 7% increase.

Figure 6. Follow-Ons by Industry

Source: Thomson Reuters/Audit Analytics

TechnologyLife SciencesHealthcare (ex Life Sciences)

HospitalityRetailOther

Q1 2014 Q1 2015

Healthcare (ex Life Sciences) 1%

FinancialServices7%

RealEstate

8%

Energy &Utilities

11%Life

Sciences31%

Other15%Retail–2%

(ex Life Sciences) 1%

FinancialServices7%

Tech

nolo

gy16

%

Life Sciences

51%Healthcare

(ex Life Sciences)2%

Financial Services9%

Real Estate6%

Other6%

Energy & Utilities

7%

Retail 1%

Technology19%

FinancialServices

12%

Hospitality1%

Hospitality 2%

Financial ServicesReal EstateEnergy & Utilities

Figure 8. Follow-Ons, by Middle Market Subsegment

Nano Cap 60 $ 612,734,000 Nano Cap 38 $ 1,706,191,000Micro Cap 64 $ 3,843,371,000 Micro Cap 40 $ 1,570,410,000Small Cap 71 $ 10,010,740,000 Small Cap 84 $ 11,947,576,000

TOTAL 195 $ 14,466,845,000 TOTAL 162 $ 15,224,177,000

Proceeds ProceedsNumberof Deals

Q1-2014 Q1-2015 Numberof Deals

Source: Thomson Reuters/Audit Analytics

Life sciences and technology industry follow-ons accounted for 67% of Q1 2015 activity (50% in Q1 2014). Not surprising considering that both life sciences and technology companies typically use proceeds from follow-ons to support longer term capital investment in research and development activities. When examining those two industries separately, the real story continues to be the activity level of middle market life sciences companies accounting for 51% of follow-ons in Q1 2015—an increase from 31% in Q1 2014. Middle market technology company follow-ons actually decreased in Q1 2015 to 16% from 19% in Q1 2014. Most exciting here is the gain in the percentage of life sciences follow-ons, which would indicate that investors continue to see opportunity in the sector.

Middle Market Follow-On Activity

Page 17: Middle Market Equity Capital Report - Q1 2015

Middle Market Equity Capital Report ― April 20151214

Which Banks Made the Middle Market List?Thirty-four different investment banks acted as a bookrunner on at least one middle market IPO in Q1 2015 (33 IPOs), compared with 35 investment banks in Q1 2014 (62 IPOs). The total number of middle market IPOs reflected in the table below greatly exceeds the 33 total middle market IPOs because most deals involve more than one bookrunner.

Number of Bookrun IPOs

Number of Bookrun IPOs

Investment Banker

Investment Banker

Merrill Lynch Pierce Fenner & Smith 7

Goldman Sachs & Company 5

JP Morgan Securities Inc. 5

Citi Group Global Markets Inc. 4

Cowen & Company 4

Jefferies Group 4

Morgan Stanely & Company 4

Piper Jaffray 4

RBC Capital Markets 4

Barclays 3

Wells Fargo Securities LLC 3

Credit Suisse Securities (USA) LLC 2

Deutsche Bank Securities Inc. 2

Keefe Bruyette & Woods Inc. 2

Leerink Partners LLC 2

Oppenheimer & Company 2

Raymond James & Associates Inc. 2

Sterne Agee & Leach Inc. 2

BMO Capital Markets 1

Canaccord Genuity 1

Chardan Capital Markets LLC 1

JMP Securities 1

Ladenburg Thalmann & Company 1

Maxim Group LLC 1

Nomura Securities International Inc. 1

Pacific Crest Securities Inc. 1

Robert W. Baird & Company Inc. 1

Roth Capital Partners Inc. 1

Sandler O’Neill Partners L.P. 1

Sidley Austin LLP 1

Stifel Nicolaus & Company Inc. 1

SunTrust Robinson Humphrey 1

UBS Investment Bank 1

ViewTrade Securities 1

Page 18: Middle Market Equity Capital Report - Q1 2015

A CohnReznick Report 1315

Regulatory Observations

Regulation A+

Since the inception of our Middle Market Equity Capital Reports in 2014, we have been updating readers on the progress of the implementation of various provisions of the JOBS Act and the introduction of new ideas to stimulate middle market capital formation. Our reports have featured dialogue concerning non-accredited equity crowdfunding, the tick size pilot, and Regulation A+.

On March 25, 2015, in a move designed to facilitate the capital raising needs of smaller companies, the SEC updated and expanded Regulation A under Title IV of the JOBS Act of 2012. The new rules, known as Regulation A+, will allow growth companies to raise up to $50 million from accreditied and unaccredited investors in a mini-IPO type offering. By doing so, investors will have more choices and smaller companies can, if desired, by-pass big institutions for their capital needs by offering stock directly to their key constituents and to the general public.

Read our full alert on this topic on our website.

Regulation A+ will provide an additional option for private companies to raise capital. While the offerings will be subject to SEC review, companies will be able to market their offerings publicly via social media. The reduced amount of ongoing reporting and state preemption should help middle market companies manage the cost of raising capital.”

― Alex Castelli, Partner, Middle Market Equity Capital Sponsor and Technology and Life Sciences Industry Practice Leader

Page 19: Middle Market Equity Capital Report - Q1 2015

Middle Market Equity Capital Report ― April 201514

Each quarter seems to unveil its own unique landscape complete with upward and downward market forces—some glaringly apparent and others less so. Middle market equity capital transactions took a breather in Q1. However, positive market conditions prevailed throughout most of the quarter and are likely to remain supportive of additional IPO and follow-on activity as we move through the remainder of 2015.

With fewer IPOs making their debut in Q1, transactions within the life sciences sector continue to be brisk while technology companies seemed to gravitate to alternative sources of capital to fulfill their needs. A pleasant surprise in Q1 was the increase in real estate sector IPOs. Those companies with longer term needs for access to capital, like those in life sciences, healthcare, and technology sectors, will continue to access the IPO on-ramp for as long as it meets their strategic capital raising needs, and for as long as there is investor interest.

The SEC acted to boost access to capital for small companies by issuing rules to update and expand Regulation A under title IV of the JOBS Act, known as Regulation A+. Even though we may not know the full impact of Regulation A+ on the level of capital markets transactions for quite some time, its implementation should act to stimulate additional capital formation, which is good for the middle market and the U.S. economy.

As the IPO pipeline replenishes, Q1 has given us plenty of opportunity to offer analysis, observations, and insights, but more than anything else, we are left with many questions with answers which will unfold as we move forward through 2015.

16

Summary

What Does CohnReznick Think?Increasing the sources of capital for middle market companies, encourages middle market business executives to engage in expansionary strategies, including developing new products and services, updating technology, expanding into new geographical markets, purchasing equipment, hiring more workers and acquiring new offices, plants, and facilities. Helping to facilitate access to affordable capital powers the middle market and drives the U.S. economy forward.

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A CohnReznick Report 1517

About CohnReznick’s Public Companies Group

Utilizing comprehensive resources and deep industry expertise, the professionals of CohnReznick’s Public Companies Group understand the goals of both middle market companies and investors to deliver timely and appropriate solutions and opinions. We understand the challenges and opportunities of the capital markets and possess the forward thinking technical skills and experience necessary to address the needs of clients, investment bankers, investment advisors, attorneys, lenders, investors, managements, audit committees, and the U.S. Securities and Exchange Commission and other regulatory authorities.

• Alex Castelli, CPA, Partner, Technology and Life Sciences Industry Practice Leader• Anton Cohen, CPA, Partner, Renewable Energy Industry Practice Co-National Director• Dom Esposito, CPA, Partner, National Practice and Growth Director• George Gallinger, Principal, CohnReznick Advisory Group − Governance, Risk, and Compliance National Director• Craig Golding, CPA, Partner, Technology and Life Sciences Industry Practice• Tim Kemper, CPA, Partner, Renewable Energy Industry Practice Co-National Director• David Kessler, CPA, Partner, Commercial Real Estate Industry Practice National Director• Adam Kleeman, CPA, Partner, Commercial Real Estate Industry Practice• Gary Levy, CPA, Partner, Hospitality Industry Practice Leader• Cindy McLoughlin, CPA, Partner, Hospitality Industry Practice• Steven Schenkel, CPA, Partner, Chief Risk Officer• Richard Schurig, CPA, Partner, Retail and Consumer Products Industry Practice Leader• Mark Spelker, CPA, Partner, National Director of SEC Services• Jeremy Swan, Principal, CohnReznick Advisory Group• Stephen Wyss, CPA, Partner, Retail and Consumer Products Industry Practice

CohnReznick Advantage for Capital Markets Industry Insights, Optimized Solutions• Partners immersed in supporting public companies and capital markets transactions who understand your business drivers.• Support from industry specialists to offer comprehensive industry-specific solutions and insights.• Engagement teams utilize the Firm’s broad resources to provide innovative solutions and breakthrough ideas.

Transformative Advice• Timely, relevant views about critical economic, business, legislative, tax, and global news and emerging trends in

the capital markets.• Thought leadership reports, alerts, conferences, and events delivered in the context of what these issues mean to

public companies, companies considering a public filing, the capital markets, and your business.

Responsive Culture• Our partners are empowered and entrepreneurial decision makers. • They draw on our depth of knowledge and expertise to provide faster, smarter, more efficient service.

Capital Markets Dexterity• Preparation, valuation, structuring, and facilitation of capital markets transactions, and introductions to capital sources.• Assistance with acquisitions, dispositions, liquidity events, and other capital-raising needs.

Proactive, Resourceful Service• A true partner-led service model ensures direct access and active partner management.• Accountability and expectations are developed to meet your needs and documented in the CohnReznick Client

Service Plan.

National and Global Reach• With offices in 30 cities, we seamlessly and cost-efficiently serve clients on a regional, national, and international basis.• Companies with international interests in 100+ countries are served through our membership in Nexia International,

a global network of independent accountancy, tax, and business advisors.

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About CohnReznick LLPCohnReznick LLP is one of the top accounting, tax, and advisory firms in the United States, combining the resources and technical expertise of a national firm with the hands-on, entrepreneurial approach that today’s dynamic business environment demands. Headquartered in New York, NY, and with offices nationwide, CohnReznick serves a large number of diverse industries and offers specialized services for middle market and Fortune 1000 companies, private equity and financial services firms, government contractors, government agencies, and not-for-profit organizations. The Firm, with origins dating back to 1919, has more than 2,700 employees including nearly 300 partners and is a member of Nexia International, a global network of independent accountancy, tax, and business advisors. For more information, visit www.cohnreznick.com.

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1212 Avenue of the Americas New York, NY 10036 212-297-0400

www.cohnreznick.comCohnReznick is an independent member of Nexia International

CohnReznick LLP © 2015Any advice contained in this communication, including attachments and enclosures, is not intended as a thorough, in-depth analysis of specific issues. Nor is it sufficient to avoid tax-related penalties. This has been prepared for information purposes and general guidance only and does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is made as to the accuracy or completeness of the information contained in this publication, and CohnReznick LLP, its members, employees and agents accept no liability, and disclaim all responsibility, for the consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it.