22
After a January that saw a decline of 31% in the number of private-investment-in-public-equity transactions from 2014, deal volume in the PIPEs market has increased. Through the 20th of this month, deal volume increased by 21%. A year ago, 80 deals had been completed by Feb. 20, raising a total of $2.7 billion. Over the same period this year, 97 transactions were completed, raising $3.18 billion, according to PrivateRaise, The Deal’s data service that tracks private placements that are larger than $1 mil- lion. Jack Hogoboom, a partner at law firm Lowenstein Sandler LLP with a practice that includes PIPEs, credited the increase to investors gaining confidence from oil pric- es showing signs of stabilization and the Federal Reserve staying quiet. “I think people have been nervous about oil prices and also about what is going on outside the U.S.,” he said. The Standard & Poor’s 500 Index topped 2,100 for the first time ever this month, and the Dow Jones Industrial Average is trading over 18,000, so traditional markers of market performance are there to give both investors and PIPE issuing companies comfort. And for investors looking for yield, even a market where some valuations feel a little lofty is a better bet than the bond market where yields keep tumbling. “On the other hand, we are sitting on a little bit of a powder keg,” Hogoboom said. “We are one bad shock away from a market downturn, with the war in the Ukraine and the situation in Greece.” Despite those concerns, China Integrated Circuit Industry Investment Fund Co. Ltd. agreed on Feb. 12 to invest $399.5 million in Semiconductor Manufacturing International Corp. (SMI) in the largest transaction of the month thus far. Sabby Management LLC, an Upper Saddle River, N.J.- based fund manager that mainly invests in healthcare companies, has been the most active investor this year, with at least four PIPE investments worth more than $19.6 million. The firm invested $11.6 million in InVivo Therapeutics Holdings Corp. (NVIV) in January, and $8 million in BIND Therapeutics Inc. (BIND) in a deal that closed Feb. 10. Sabby also invested undisclosed amounts in RedHill Bio- Complete index to the latest news page 2 Adage Capital Management LP, along with a group of other institutional investors, agreed to invest $23 mil- lion in a registered direct offering by clinical-stage biotechnology company Advaxis Inc. (ADXS). Other investors in the offering include Broadfin Capital LLC, Cormorant Asset Management LLC, Sectoral Asset Management Inc., T. Rowe Price Associates Inc. and one institutional investor who was not identified. The investment by Adage pushes its stake in Advaxis to 19%, according to a statement Wednesday by the Princeton, N.J.-based biotech. Adage and T. Rowe Price also invested $16.75 million in the company in Decem- ber. Mark McElreath and Matthew Mamak of Alston & Bird LLP provided legal counsel to Advaxis. The company agreed to sell 3.1 million shares for $7.50 each, which was the stock’s closing price on Feb. 17. Advaxis rose $1.09, or 14.5%, to $8.59 in Nasdaq Capital Market trading Wednesday. The offering represents 13% of the company’s recent market capitalization. Proceeds from the offering will be used by Advaxis to continue funding of its immunotherapy pipeline, which is built around its proprietary Lm-LLO technology. Lm-LLO uses Listeria monocytogenes bacteria to Adage, T. Rowe Price among investors in Advaxis BY BILL MEAGHER IN THIS EDITION ADVAXIS continued on page 3 > BY BILL MEAGHER PHILADELPHIA ENERGY FILES IPO Oil refining and logistics provider Philadelphia Energy Solutions Inc., which is owned in part by the Carlyle Group (CG), filed for a $100 million initial public offering. The number of units and the price range haven’t been determined but the company hopes to list on the New York Stock Exchange under the ticket symbol PESC. Bank of Amerca Merrill Lynch and Credit Suisse Group are underwriting the issue. It plans to use the proceeds to pay down debt and reimburse its sponsors. The company operates the largest refinery complex on the East Coast and the 10th largest in the world. It includes the 190,000 barrel- per-day Girard Point facility and the 145,000 bpd Point Breeze facility. page 07 PIPES continued on page 3 > PIPEs market gaining momentum A 21% swing since January indicates market is picking up NEWS, INFORMATION AND ANALYSIS OF SMALL CAP EQUITY FINANCE TUESDAY FEBRUARY 24, 2015 VOLUME IV, NO. 7 close print back < index > cover search view

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After a January that saw a decline of 31% in the number of private-investment-in-public-equity transactions from 2014, deal volume in the PIPEs market has increased.

Through the 20th of this month, deal volume increased by 21%. A year ago, 80 deals had been completed by Feb. 20, raising a total of $2.7 billion. Over the same period this year, 97 transactions were completed, raising $3.18 billion, according to PrivateRaise, The Deal’s data service that tracks private placements that are larger than $1 mil-lion.

Jack Hogoboom, a partner at law firm Lowenstein Sandler LLP with a practice that includes PIPEs, credited the increase to investors gaining confidence from oil pric-es showing signs of stabilization and the Federal Reserve staying quiet.

“I think people have been nervous about oil prices and also about what is going on outside the U.S.,” he said.

The Standard & Poor’s 500 Index topped 2,100 for the first time ever this month, and the Dow Jones Industrial Average is trading over 18,000, so traditional markers of market performance are there to give both investors and PIPE issuing companies comfort.

And for investors looking for yield, even a market where some valuations feel a little lofty is a better bet than the bond market where yields keep tumbling.

“On the other hand, we are sitting on a little bit of a powder keg,” Hogoboom said. “We are one bad shock away from a market downturn, with the war in the Ukraine and the situation in Greece.”

Despite those concerns, China Integrated Circuit Industry Investment Fund Co. Ltd. agreed on Feb. 12 to invest $399.5 million in Semiconductor Manufacturing International Corp. (SMI) in the largest transaction of the month thus far.

Sabby Management LLC, an Upper Saddle River, N.J.-based fund manager that mainly invests in healthcare companies, has been the most active investor this year, with at least four PIPE investments worth more than $19.6 million.

The firm invested $11.6 million in InVivo Therapeutics Holdings Corp. (NVIV) in January, and $8 million in BIND Therapeutics Inc. (BIND) in a deal that closed Feb. 10. Sabby also invested undisclosed amounts in RedHill Bio-

Complete index to the latest news page 2

Adage Capital Management LP, along with a group of other institutional investors, agreed to invest $23 mil-lion in a registered direct offering by clinical-stage biotechnology company Advaxis Inc. (ADXS).

Other investors in the offering include Broadfin Capital LLC, Cormorant Asset Management LLC, Sectoral Asset Management Inc., T. Rowe Price Associates Inc. and one institutional investor who was not identified.

The investment by Adage pushes its stake in Advaxis to 19%, according to a statement Wednesday by the Princeton, N.J.-based biotech. Adage and T. Rowe Price also invested $16.75 million in the company in Decem-ber.

Mark McElreath and Matthew Mamak of Alston & Bird LLP provided legal counsel to Advaxis.The company agreed to sell 3.1 million shares for $7.50 each, which was the stock’s closing price on Feb. 17.

Advaxis rose $1.09, or 14.5%, to $8.59 in Nasdaq Capital Market trading Wednesday.The offering represents 13% of the company’s recent market capitalization.Proceeds from the offering will be used by Advaxis to continue funding of its immunotherapy pipeline,

which is built around its proprietary Lm-LLO technology. Lm-LLO uses Listeria monocytogenes bacteria to

Adage, T. Rowe Price among investors in Advaxisby bill Meagher

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

advaxis continued on page 3 >

by bill Meagher

PhiladelPhia energy files iPoOil refining and logistics provider Philadelphia Energy Solutions Inc., which is owned in part by the Carlyle Group (CG), filed for a $100 million initial public offering. The number of units and the price range haven’t been determined but the company hopes to list on the New York Stock Exchange under the ticket symbol PESC. Bank of Amerca Merrill Lynch and Credit Suisse Group are underwriting the issue. It plans to use the proceeds to pay down debt and reimburse its sponsors. The company operates the largest refinery complex on the East Coast and the 10th largest in the world. It includes the 190,000 barrel-per-day Girard Point facility and the 145,000 bpd Point Breeze facility.page 07

PiPEs continued on page 3 >

PIPEs market gaining momentumA 21% swing since January indicates market is picking up

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

TUESDAY

FEBRUARY 24, 2015

VOLUME IV, NO. 7

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INDEX

MARKET UPDATE01 PIPE financings are up 21% since last month.

01 Adage, T. Rowe Price among investors in Advaxis.

04 Coliseum Capital investing $35M in SPAC Hennessy.

04 SPAC Quinpario is in the running for PE-backed Royal Adhesives.

LEGAL UPDATE06 Former fund manager Hart charged with obstruction of justice, perjury.

DEALFLOW07 Big Rock looking to raise up to $2M with app in beta.

07 Philadelphia Energy Solutions files IPO.

07 Sol-Wind Renewable Power postpones IPO.

08 Africa Oil raising $125.7M for Kenyan oil project.

08 Collabrium to redeem IPO shares.

SMALL CAP EQUITY FINANCE ACTIVITY09

ISSUER INDEX22

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MARKET UPDATE

generate cancer fighting T-cells.Advaxis’s lead immunotherapy, ADXS-HPV,

targets human papillomavirus-associated can-cers and is being studied in three clinical trials. One trial is a Phase 2 study in invasive cervical cancer. The other studies involve a Phase 1/2 trial in head and neck cancer, and a Phase 1/2 trial in anal cancer.

The Food and Drug Administration has granted Advaxis orphan drug designation for those cancers. The orphan designation allows for a more rapid research and approval process to encourage companies to pursue products for smaller patient populations.

The company will collaborate with Medlm-mune, the biologics arm of AstraZeneca plc (AZN), in a clinical trial to pair Medlmmune’s anti-PD-L1 immune checkpoint inhibitor, MEDl4736, with ADXS-HPV, as a treatment for patients with

HPV-associated cervical, head or neck cancer. Advaxis is also planning a registrational clini-

cal program for cervical cancer this year. It has established licensing partners in India and Tai-wan for commercialization in Asia.

Advaxis’s second Lm-LLO candidate in clinical testing, ADXS-PSA, is being developed to treat prostate cancer. Advaxis entered into a clinical trial collaboration agreement with Merck & Co. (MRK) to evaluate the combination of ADXS-PSA and Merck’s PD-1 checkpoint inhibitor KEYTRU-DA.

The clinical trial will evaluate the safety and efficacy of ADXS-PSA alone and in combination with KEYTRUDA in a Phase 1/2 study of patients with previously treated metastatic, castration-resistant prostate cancer.

Advaxis is also developing ADXS-HER2 to tar-get the HER2 receptor expressing cancers. HER2 is expressed in certain solid cancers, including pediatric bone cancer and breast, esophageal

and gastric cancers. The FDA has also granted orphan drug designation to ADXS-HER2. It is be-ing developed for both humans and animals, and has seen encouraging data in canine bone can-cer, which is considered a model for human bone cancer, the company said in a statement.

Advaxis has licensed ADXS-HER2 and three other immunotherapy constructs to Aratana Therapeutics Inc. (PETX) for pet therapeutics.

Advaxis also entered into a clinical study agreement Feb. 10 with Incyte Corp. (INCY) for the development of a combination therapy for the treatment of cervical cancer. The companies have agreed to split the costs of the study.

Since March 2006, Advaxis has raised at least $75.9 million in 10 private-investment-in-public-equity financings. The company also entered into three equity line agreements that could have al-lowed it to raise as much as $22.5 million.

Advaxis representatives did not respond to a request for comment. n

< advaxis from page 1

pharma Ltd. (RDHL) and Capricor Therapeutics Inc. (CAPR) in deals announced this month.

Last year, Sabby invested more than $116.8 million in 34 PIPEs, almost all of them by small-cap, healthcare companies.

LH Financial Services Corp. has also agreed to invest in at least four PIPEs this year: two each by CombiMatrix Corp. (CBMX) and Cleveland Biolabs Inc. (CBLI). The amounts LH is investing were not disclosed.

Magnetar Capital LLC has also been active this month, with three investments in energy companies.

The Evanston, Ill.-based fund manager invest-ed $33.2 million in Parsley Energy Inc. (PE) and agreed to invest $24.2 million in Jones Energy Inc. (JONE). Magnetar is also investing $9.5 mil-lion in Arc Logistics Partners LP (ARCX) to help fund its acquisition of Joliet Bulk, Barge & Rail LLC.

Another active investor has been Boston-based Adage Capital Management LP. In Febru-ary, it invested an undisclosed amount in Advaxis Inc. (ADXS), $23.25 million in Parsley Energy and $1.1 million in Agile Therapeutics Inc. (AGRX). Last year, Adage only invested in one PIPE, again an undisclosed amount in Advaxis.

Broadfin Capital LLC has also invested in three PIPEs this month, for undisclosed amounts in Advaxis, RedHill Biopharma and Ohr Pharma-ceutical Inc. (OHRP).

The major fund manager Blackstone Group LP is also investing in PIPEs at a pace that’s ahead of last year’s.

In 2014, Blackstone invested in five private placements, including a Jan. 27 transaction in which it invested $198 million in footwear com-pany Crocs Inc. (CROX).

This year, Blackstone has already agreed to invest $16.6 million in Jones Energy’s deal and invested $24 million in Eclipse Resources Corp. (ECR).

Goldman, Sachs & Co. is also investing in two PIPEs so far this year. It’s agreed to buy $12 mil-lion of Arc Logistics’ deal and it invested less than $400,000 in Parsley Energy.

Joseph Smith, a partner at law firm Ellenoff Grossman & Schole LLP, said his office has seen the uptick in deals.

“We are either the beneficiary or the victims in this. You would need to talk to other guys in the office who had to work the holiday weekend,” he said. “We have definitely seen an increase after a very slow start. There isn’t anything specific driv-ing things right now. Sometimes this market is like waves on the ocean.”

Smith discounted the notion that broad mar-ket or economic factors were at work in increas-ing the number of private placements reaching the market.

“Microcap doesn’t trail the Dow Jones or S&P,” he said. “There really isn’t any connection. As al-ways, we are seeing more biotech and healthcare deals.”

Smith is correct in that 37 private placements by healthcare companies were funded in the first 20 days of February, the largest deal being a $69 million private placement of stock by Omeros Corp. (OMER).

“We are seeing a little bit of everything, soft-ware related deals, all kinds of things,” Smith said. “What we aren’t seeing are oil and gas or mining deals.”

The Jones Energy, Parsley Energy and Eclipse Resources transactions aside, there have only been 11 PIPEs by energy companies. The largest was Parsley Energy’s, which raised $230.7 mil-lion.

Mining and resource deals were also scant. Basic materials products did 15 private place-ments in February.

The largest resource deal was a private place-ment of prepaid warrants by Montreal-based Osisko Gold Royalties Ltd. (OR.TO) raising $166.9 million. n

< pipes from page 1

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MARKET UPDATE

Chemical company Royal Adhesives & Seal-ants LLC is being shopped by its private equity backer, according to three sources who asked to remain unnamed.

Representatives at the company referred calls to its parent company, New York PE firm

Arsenal Capital Partners LP, whose represen-tatives declined comment.

Two of the three sources confirmed a Feb. 6 Reuters report that said the chemical industry-focused special-purpose acquisition company Quinpario Acquisition Corp. 2 is in talks with Arsenal to buy Royal Adhesives.

Quinpario spokeswoman Melissa Zona de-clined to comment, but did point to a Jan. 22 statement made by the St. Louis-based SPAC’s CEO, Jeffry Quinn.

“Quinpario Acquisition Corp. 2 will leverage

Coliseum Capital Management LLC agreed to invest $35 million in Hen-nessy Capital Acquisition Corp. (HCAC) to help fund the special purpose acquisition company’s acquisition of the maker of Blue Bird school buses.

The Houston-based SPAC said Feb. 17 that it agreed to sell $25 million in common stock and $10 million in convertible preferred stock to Coliseum, a Stamford, Conn.-based hedge fund that specializes in distressed assets and special situations.

The proceeds will be used to fund the cash portion of Hennessy’s $455 purchase of School Bus Holdings Inc. from an affiliate of Cerberus Capital Management LLP. The SPAC has agreed to pay $140 million in cash, about $80 million in stock and to assume $235 million in School Bus Holdings debt.

SPACs are blank-check companies that raise capital in initial public of-ferings to acquire operating companies. They typically have up to two years to complete a business combination. Otherwise, they are required to return capital to investors.

Hennessy Capital was founded by Daniel Hennessy, a partner at middle market private equity firm CHS Capital.

The SPAC raised more than $121 million in its IPO and a private place-ment in January 2014.

Hennessy previously said that on Feb. 10 it and Cerberus affiliate Traxis Group BV amended the original terms of their merger, reducing the number of shares the SPAC will issue from 11.5 million to 8 million.

Hennessy shares fell 6 cents to $9.92 on the Nasdaq Capital Market after the private placement was announced.

The common stock that Coliseum is buying represents about a 17.4% stake in the SPAC and the preferred stock would represent another 7% stake assuming all of the preferred shares are converted to common.

Hennessy did not initially disclose the number of common shares it is issuing in the private placement or their pricing.

The preferred stock will pay a 7.625% dividend in cash, common stock or additional preferred stock.

It will initially convert into common shares at the lesser of $11.75 a share or a 17.5% premium to the volume-weighted average priced of Hennessy’s common stock over the 20 days before the private placement is completed.

After seven years, if preferred shareholders elect to convert their shares into common stock, and the volume-weighted average price of Hennessy’s common shares is less than the initial conversion price, Hennessy may re-duce the conversion price to its 20-day, volume-weighted average or re-deem the preferred shares.

The conversion price may also be reduced in the event of a “fundamental change,” including a change of control or a liquidation of the company, it said in a Securities and Exchange Commission filing. Hennessy may also voluntarily reduce the purchase price for a period of at least 20 business days if its board determines that would be in the company’s best interest.

Coliseum managing partner Adam Gray will become a director of Hen-nessy, replacing the SPAC’s president and COO Kevin Charlton on the board.

Hennessy said it will file a registration statement with the SEC for the common stock to be issued in the private placement and for the common shares underlying the convertible preferred stock.

Hennessy’s Charlton declined to discuss details of the transaction be-yond those that the SPAC released. Coliseum representatives could not im-mediately be reached.

The deal is not the first investment that Coliseum has made in the auto industry. The firm has been an investor in auto parts maker Accuride Corp. (ACW) and in Canadian bus maker New Flyer Industries Inc. (NFI.TO).

Blue Bird manufactures school buses at two factories in Fort Valley, Ga., and at a joint venture facility in Drummondville, Quebec.

Hennessy scheduled a Feb. 23 shareholder vote to approve the merger. The SPAC has also extended an offer to exchange up to 5.75 million of

its outstanding warrants for stock until Feb. 26. The offer is meant to allow warrant holders that don’t wish to retain their warrants following the merger the possibility of receiving a more liquid security and to reduce the potential market overhang from outstanding warrants, Hennessy has said. n

Coliseum Capital investing $35M in SPAC Hennessy

by bill meagher

by tatijana kulkari

Royal Adhesives being shopped

CONTINUED >

Deal funding Blue Bird bus acquisition

SPAC is said to be in the running for the maker of adhesives and sealants

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MARKET UPDATE

the experience of its executive leadership to target opportunities in the specialty chemicals and performance materials sectors, primarily focusing on acquiring companies with an en-terprise value between $700 million and $2 bil-lion,” Quinn said in the statement.

Some observers believe Medina, Ohio.-based RPM International Inc. could be among the strategic buyers that could be interested in a company such as Royal Adhesives.

“RPM International makes sense as a buy-er,” Omar Diaz, a managing partner at Chica-go-based investment bank Dresner Partners by phone Feb. 12. “There is not a huge pool of strategic suitors, but RPM is certainly one of them.”

Representatives from RPM International, a specialty coatings and sealants maker with a market capitalization of $6.01 billion, didn’t re-spond to multiple calls.

RPM International “is a definitely a buyer in the market, no doubt,” Diaz said. “An acquisi-tion like Royal Adhesives would be much larger than their typical add-ons, which tends to be smaller businesses, but it would make perfect strategic sense.”

Based in South Bend, Ind., Royal Adhesives makes proprietary, high-performance adhe-sives, sealants, coatings and polymers used for complex bonding, laminating and sealing applications by industries like construction, aerospace and defense, specialty packaging, automotive and industrial.

Arsenal purchased the company on Nov. 30, 2010, for an undisclosed amount from Quad-C Management Inc., a Charlottesville, Va.-based private equity firm.

Since the acquisition, Arsenal has facilitat-ed seven add-on deals. The most recent of those deals occurred on Jan. 9, when it acquired Ad-vanced Polymers International from Syracuse, N.Y.-based PCI Paper Conversions Inc. for an undisclosed amount.

The three sources said Royal Adhesives has Ebitda ranging between $80 million and $100 million.

They all agreed that, if Royal Adhesives is sold, it would likely fetch a price tag on the higher side of the 8x to 10x Ebitda multiple range that chemical companies typically sell for. That could value Royal Adhesives for as

much as $1 billion.“There are also plenty of PE guys eying

chemical companies,” one of the unnamed sources said. “It wouldn’t surprise me if more PE bidders emerged in the coming weeks.”

The source said PE shops such as New York-based Carlyle Group and CCPM Capital Advi-sors LLC, Boston -based Audax Group, TPG Cap-ital of Fort Worth, Texas, and H.I.G. Capital LLC of Miami “love chemical companies ... because they don’t typically require a lot of capex, they generate solid cash flow, and since PE firms can take on more debt, they can really make intel-ligent add-ons to build up the company.”

One source didn’t think Arsenal would take Royal Adhesives public at this point.

“I doubt Arsenal is or was ever considering an IPO” for Royal Adhesives, the source said. “While it’s an attractive business, it’s not large enough to float.”

The chemical industry is cluttered with auc-tions.

Baton Rouge, La.-based specialty chemical maker Albemarle Corp. (ALB) with a market capitalization of $6.02, on Jan. 28 put certain noncore chemical divisions on the block. Days later, on Feb. 3, Philadelphia.-based FMC Corp. (FMC) sold its alkali business to Stamford, Conn.-based Tronox Ltd. for $1.6 billion.

Larger strategics such as Dupont Co. (DD) and Dow Chemical Co., meanwhile, have come under pressure from activist investors to sim-plify their portfolios through divestitures and instead focus on high-margin specialty busi-nesses.

Aside from Royal Adhesives, Arsenal has a deep portfolio of chemical holdings, including Chromaflo Technologies Corp. of Ashtabula, Ohio; Flowchem Ltd. of Houston; IGM Resins BV, based in the Netherlands; Inhance Tech-nologies LLC of Kansas City, Mo.; Kel-Tech Inc. and Danlin Industries Corp. in Thomas, Okla.; and Accella Performance Materials Inc. of St. Louis. n

< Previous

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LEGAL UPDATE

Former fund manager Steven Hart is now facing charges of obstruction of justice and perjury for allegedly lying to investigators in a Securities and Exchange Commission case that led to a $1.32 million fine in 2012.

In the SEC’s case, Hart was accused of en-gaging in matched trades between Octagon Capital Partners LP, where he was a principal, and Englewood Cliffs, N.J-based Heller Capital Partners, where he was a fund manager. The SEC also accused Hart of insider trading when he bought shares ahead of confidential private placements in which placement agents had so-licited his participation.

The new criminal complaint, filed Feb. 13 by the U.S. Attorney’s Office in Manhattan, charg-es that Hart obstructed the SEC investigation by intercepting subpoenas and supplying docu-

ments as if they had come from Heller while try-ing to keep Heller from finding out.

Hart is also accused of providing false testi-mony to the SEC regarding the matched trades and, on at least three occasions, impersonating Heller’s president or other employees in phone conversations with commission attorneys.

The SEC ultimately accused Hart of engag-ing in 31 match trade transactions in nine dif-ferent stocks, benefiting his own firm Octagon at Heller’s expense. The complaint accused Hart of having Octagon buy shares, and on the fol-lowing day, selling the shares prior to the mar-ket open at a premium. After Heller purchased the shares, Hart allegedly sold them at a loss to hide them from the firm.

In one example, the SEC alleged that Oc-tagon purchased 50,000 shares of Zhongpin Inc., a China-based pig farmer, at $7.99 each.

The next day, he allegedly sold those shares to Heller at $8.70, bagging a $45,500 profit. Hel-ler then sold the shares off at $7.65, losing more than $50,000.

Hart was also accused of matched trades in shares of Fushi Copperweld Inc., Harbin Electric Co. Ltd. and PharmAthene Inc. (PIP). Zhongpin, Fushi and Harbin were all Chinese companies that went public on U.S. markets through re-verse merger transactions.

The SEC also accused Hart of violating con-fidentiality agreements he had agreed to with placement agents that had solicited Octagon as an investor in private placements, trading ahead of those transactions 19 times.

Hart agreed to his settlement with the SEC, without admitting or denying its allegations.

He declined to comment on the new criminal charges. n

Hart charged with obstruction of justice, perjuryHart, a former Heller and Octagon manager, was previously fined $1.32 million by SEC

by bill meagher

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DEALFLOW

Philadelphia Energy Solutions files IPO

Oil refining and logistics provider Philadelphia Energy Solutions Inc., which is owned in part by the Carlyle Group (CG), filed for a $100 million initial public offering on Feb. 17.

The number of units and the price range haven’t been determined but the company hopes to list on the New York Stock Exchange under the ticket symbol PESC. Bank of Amerca Mer-rill Lynch and Credit Suisse Securi-ties (USA) LLC are underwriting the issue. It plans to use the proceeds to pay down debt and reimburse its sponsors.

The company operates the largest refinery complex on the East Coast and the 10th largest in the world. It includes the 190,000 barrel-per-day Girard Point facility and the 145,000 barrel-per-day Point Breeze facility.

In 2012 Carlyle invested in the refining com-plex, which was about to be shuttered, so it could process U.S. crude rather than more ex-

pensive foreign crude. It’s also received $25 million in funds from

state agencies. Carlyle PES LLC owns 67% Philadelphia Energy Solutions while PES Equity Holdings LLC, a unit of Energy Transfer Part-ners LP (ETP), owns 33%.

Its unit PES Logistics Partners LP filed for a

$250 million IPO in September with BofA and Credit Suisse also under-writing. Charles Carpenter and Deb-bie Yee at Latham & Watkins LLP are counseling Philadelphia Energy So-lutions and Mike Rosenwasser and Michael Swidler at Vinson & Elkins LLP are representing the underwrit-ers.

Sol-Wind Renewable Power postpones IPO

Sol-Wind Renewable Power LP, a New York-based MLP, announced on Feb. 11 the postponement of its $100 million yieldco initial public offering.

It appears as though the market did not have enough confidence in an unknown sponsor, said two in-

dustry sources. The management team was light on well-known industry names, which may have added to investor caution, the sources said.

The industry sources contrasted Sol-Wind’s

Big Rock Labs Inc. (BLA), owner of the social networking and messaging app Reach, has gone public even though its product is still in beta mode, and will be looking to raise more money this year.

Chief marketing officer Matt Kaine said the Toronto-based company will try to raise between $1 million and $2 million. It will start pitching in-vestors in both Canada and the U.S. in April, CFO Harald Seemann said.

Big Rock is listed on the Canadian Securities Exchange, which serves small-cap companies. The stock closed Wednesday at C$1.14 (92 cents).

The company hopes to eventually trade on U.S. markets, Seemann said.

He said the company has $400,000 in cash on the books. It is not yet generating revenue because Reach is still in beta and isn’t being mon-etized.

The decision to go public without a monetizable product “was a gam-ble,” Kaine said.

Big Rock describes Reach as a “proximity-based” networking app de-signed to bring potential connections together face-to-face. It is being

offered as a professional networking tool, pulling profile information from users’ LinkedIn accounts.

“Reach strives to reinvent networking in cafes, conferences, airport lounges, events and meetup groups,” its description in the Google Play store states.

The app is also available in the iTunes store.Reach has close to 5,000 users, with 1,000 in Toronto, according to

Kaine. Users are also in the U.S., Germany, Poland and Australia.There are other location-based, professional networking apps, includ-

ing New York-based Coffee and San Francisco-based Weave, said Kaine. Big Rock plans to expand its product to link to Facebook and Twitter,

he said.The company plans two other products, an anonymous social net-

working app and a healthcare app that is currently less developed. Big Rock has 13 employees and is looking to hire more as it expands

global reach, Seemann said.The company went public through a reverse merger transaction in

September, raising $1 million at the time. n

Big Rock looking to raise up to $2M with app in betaCanadian company is offering a proximity-based, professional networking application

by Jenna loceff

CONTINUED >

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DEALFLOW

situation with a successful public offering, that of NRG Energy Inc. (NRG), which took its yield-co, NRG Yield Inc. (NYLD), public in July 2013. NRG Yield’s dividend yield is 2.9%.

Another aspect that may have added to in-vestor reluctance was that Sol-Wind was using the MLP structure. Typically, a yieldco is owned by a corporation and not a partnership, making this a unique situation, the first source noted. And, in Sol-Wind’s case, the MLP feature wasn’t seen as providing a tax benefit, adding to inves-tor skepticism.

Sol-Wind’s general partner, 40 North, a New York-based hedge fund, has “deep financial pockets” and likely will just wait for the market to get “frothy” and then brush off its IPO papers and try again, the first source said.

Sol-Wind declined to comment, and calls to 40 North were not returned.

The yieldco market has changed consider-ably since NRG hit the scene in July 2013 with its highly successful IPO of its yieldco vehicle, which prompted a number of companies to fol-low suit.

Speaking at Infocast’s 7th Annual Projects & Money Conference in New Orleans last month, Andrew Redinger, utility, power and renewable energy group head at Keybanc Capital Markets, said the competition for assets has heated up. Pension funds and infrastructure funds have gotten a lot more aggressive and are competing with the yieldcos, which has caused spreads to tighten, he said.

Redinger also said that while forming a yieldco has become easier, “Bigger is definitely better in the equity capital markets.” He added that a company needs a strong pipeline of as-sets and geographic diversity.

If the IPO had come to fruition, Sol-Wind, formed in August 2014, had planned to acquire equity and debt interests in a 184.6 megawatt portfolio from its general partner. The portfolio includes solar and wind power generation as-sets in the U.S., Puerto Rico and Canada.

Sol-Wind originally filed an S-1 for its IPO in December and had planned to list on the New York Stock Exchange under the symbol SLWD.

UBS Securites LLC and Citigroup Global Markets Inc. were the underwriters for the IPO.

The co-managers included Wells Fargo Se-

curities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Macquarie Capital (USA) Inc., Bonwick Capital Partners LLC, MFR Securities Inc. and Williams Capital Group LP.

Africa Oil raising $125.7M for Kenyan oil project

Africa Oil Corp. (AOIFF) is raising 1.055 billion Swedish krona ($125.7 million) in a registered direct offering of stock and plans to use the pro-ceeds to fund a joint venture project in Kenya’s South Lokichar Basin.

The offering was increased from about $100 million, the Vancouver, British Columbia-based company said in a Friday, Feb. 13, state-ment.

Africa Oil is partnering with London-based Tullow Oil plc (TLW.L) on the South Lokichar project, which has projected oil reserves of more than 600 million barrels. The project re-quires further appraisal and pre-development, Africa Oil has said.

The company, whose shares are listed on the Nasdaq Stockholm and Toronto Stock Ex-change, is selling 57 million Stockholm-listed shares priced at 18.5 krona each.

The stock fell 1.76 krona to 18.80 krona after the pricing was announced.

Dundee Securities Europe LLP and Pareto Securities AS were the placement agents.

The deal was expected to close around Mon-day, Feb. 23.

Canadian investors in the offering are sub-ject to a four-month lock-up period.

The offering is at least the fourth private placement by Africa Oil since 2010, raising some $833.4 million in total. Its last private placement was a $450 million offering of un-registered stock in 2013, where Chandler Corp. invested $55 million. Dundee and Pareto also helped arrange that deal.

Africa Oil representatives did not respond to a request for more information on the most recent transaction.

Most of the company’s assets are in Kenya and Ethiopia, as well as in Somalia through a 45% interest in Horn Petroleum Co.

Given the lower recent price of oil, Africa Oil has adopted a strategy of investing to increase its resource certainty. The company has said it is assigning at least four appraisal and explo-

ration wells to the South Lokichar location in order to lock down a more solid reserve figure. It is also scheduling extended well testing for its Amosing and Ngamia fields in Kenya and is moving forward with reservoir and engineering studies.

After the private placement, Africa Oil will have enough financial resources, along with its existing working capital, to complete a field development plan for the South Lock-ichar project by the end of this year, the com-pany said.

Collabrium to redeem IPO shares

Special purpose acquisition company Collabri-um Japan Acquisition Corp. (JACQ) said it will redeem all its ordinary shares because it will be unable to complete a merger by a deadline of Feb. 24.

London-based Collabrium raised $41.4 mil-lion in an initial public offering and private placement in October 2012 to acquire a Japa-nese or Japanese-owned business.

Collabrium was backed by London emerging market asset manager Collabrium Capital Ltd. The SPAC’s chairman, Andrew Williams, is presi-dent of Collabrium Capital.

SPACs are blank-check companies that raise money in IPOs and then use the proceeds to acquire operating businesses. SPACs generally have about two years to complete a merger or they must return the IPO proceeds to investors.

Collabrium said in its IPO filings that it would return its cash to investors after 18 months. Shareholders later voted to extend that dead-line to August 2014, and then again to February 2015.

Collabrium’s thinly traded shares last changed hands in November at $10.21.

PrinceRidge Group LLC underwrote the SPAC’s IPO. Law firms Graubard Miller and Ogier in the British Virgin Islands advised Col-labrium. Ellenoff Grossman & Schole LLP ad-vised PrinceRidge.

Investors in Collabrium have included Polar Securities Inc., AQR Capital Management LLC and Pine River Capital Management LP. n

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

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Small Cap Equity FinanCE aCtivity

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

PIPE Transaction Activity for the Period February 9 Through February 20, 2015 - According to PrivateRaise

C 2/19/15 Advaxis Inc. ADXS NASDAQ-CM RD $23,010,713 Common Stock

DA 2/19/15 Arc Logistics Partners LP ARCX NYSE UNREG $75,000,005 Common Stock

DA 2/19/15 Ascent Solar Technologies Inc. ASTI NASDAQ-CM RD $2,500,000 Pref: Conv

DA 2/19/15 Enerpulse Technologies Inc. ENPT OTC BB UNREG $3,050,000 Debt: Conv

C 2/19/15 FinTech Acquisition Corp. FNTCU NASDAQ-CM UNREG $3,000,000 Common Stock

DA 2/19/15 NetList Inc. NLST NASDAQ-GM CMPO $10,000,000 Common Stock

C 2/19/15 Piedmont Office Realty Trust Inc. PDM NYSE RD $250,000,000 At-the-Market Offering

C 2/19/15 Propell Technologies Group Inc. PROP OTC BB UNREG $5,000,000 Pref: Conv

C 2/19/15 Weingarten Realty Investors WRI NYSE RD $200,000,000 At-the-Market Offering

C 2/18/15 Agenus Inc. AGEN NASDAQ-CM UNREG $35,000,000 Common Stock

C 2/18/15 Harvard Apparatus Regenerative Technology Inc. HART NASDAQ-CM CMPO $6,088,749 Pref: Conv

C 2/18/15 Harvard Apparatus Regenerative Technology Inc. HART NASDAQ-CM CMPO $3,622,500 Common Stock

DA 2/18/15 Hennessy Capital Acquisition Corp. HCAC NASDAQ-CM UNREG $25,000,000 Common Stock

DA 2/18/15 Hennessy Capital Acquisition Corp. HCAC NASDAQ-CM UNREG $10,000,000 Pref: Conv

C 2/18/15 Quantum Fuel Systems Technologies Worldwide Inc. QTWW NASDAQ-CM CMPO $11,500,000 Common Stock

C 2/18/15 Rosetta Genomics Ltd. ROSG NASDAQ-CM RD $14,400,000 At-the-Market Offering

C 2/18/15 Transition Therapeutics Inc. TTHI NASDAQ-GM CMPO $22,999,997 Common Stock

C 2/17/15 B.O.S. Better Online Solutions Ltd. BOSC NASDAQ-CM UNREG $1,300,000 Equity Line

C 2/17/15 Delcath Systems Inc. DCTH NASDAQ-CM CMPO $2,829,000 Common Stock

C 2/17/15 National Health Investors Inc. NHI NYSE RD $300,000,000 At-the-Market Offering

C 2/17/15 TherapeuticsMD Inc. TXMD NYSE MKT CMPO $63,249,992 Common Stock

DA 2/13/15 CombiMatrix Corp. CBMX NASDAQ-CM RD $2,698,500 Common Stock

DA 2/13/15 CombiMatrix Corp. CBMX NASDAQ-CM RD $2,201,500 Pref: Conv

C 2/13/15 RedHill Biopharma Ltd. RDHL NASDAQ-CM CMPO $14,375,000 Common Stock

C 2/13/15 Snap Interactive Inc. STVI OTC BB UNREG $3,000,000 Debt: Conv

C 2/12/15 ClearSign Combustion Corp. CLIR NASDAQ-CM RD $17,491,500 Common Stock

C 2/11/15 Actinium Pharmaceuticals Inc. ATNM NYSE MKT CMPO $19,999,998 Common Stock

C 2/11/15 Barington/Hilco Acquisition Corp. BHACU NASDAQ-CM UNREG $2,950,000 Common Stock

C 2/11/15 Easterly Government Properties Inc. DEA NYSE UNREG $105,505,680 Common Stock

DA 2/11/15 Jones Energy Inc. JONE NYSE CMPO $76,875,000 Common Stock

C 2/11/15 Ohr Pharmaceutical Inc. OHRP NASDAQ-CM CMPO $28,749,998 Common Stock

C 2/11/15 Parsley Energy Inc. PE NYSE UNREG $230,729,854 Common Stock

C 2/11/15 Soul & Vibe Interactive Inc. SOUL OTC BB UNREG $2,000,000 Equity Line

DA 2/11/15 Threshold Pharmaceuticals Inc. THLD NASDAQ-CM RD $30,046,000 Common Stock

C 2/11/15 Trovagene Inc. TROV NASDAQ-CM CMPO $22,999,995 Common Stock

DA 2/10/15 Apricus Biosciences Inc. APRI NASDAQ-CM RD $10,999,998 Common Stock

C 2/10/15 Asterias Biotherapeutics Inc. AST NYSE MKT UNREG $3,999,996 Common Stock

C 2/10/15 BIND Therapeutics Inc. BIND NASDAQ-GS CMPO $21,499,998 Common Stock

C 2/10/15 BioSig Technologies Inc. BSGM OTC UNREG $2,425,600 Common Stock

DA 2/10/15 Jones Energy Inc. JONE NYSE RD $50,000,000 Common Stock

C 2/10/15 PostRock Energy Corp. PSTR NASDAQ-GM RD $3,800,000 At-the-Market Offering

C 2/9/15 Catalyst Pharmaceutical Partners Inc. CPRX NASDAQ-CM CMPO $37,375,000 Common Stock

C 2/9/15 Integrated Environmental Technologies Ltd. IEVM OTC UNREG $1,460,000 Common Stock

C 2/9/15 root9B Technologies Inc. RTNB OTC RD $7,423,648 Common Stock

A 2/9/15 Selectica Inc. SLTC NASDAQ-CM UNREG $3,000,000 Debt: Conv

C 2/9/15 Tonix Pharmaceuticals Holding Corp. TNXP NASDAQ-GM CMPO $28,665,000 Common Stock

C 2/9/15 Z Trim Holdings Inc. ZTHO OTC UNREG $1,540,000 Pref: 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).

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Small Cap Equity FinanCE aCtivity

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 2015 Year to Date - According to PrivateRaise

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).

Common Stock 81 $3,244,710,685 $40,058,157

Preferred Stock: Convertible 18 $109,384,578 $6,076,921

Preferred Stock: non-Convertible - - -

Debt: Convertible 16 $1,704,110,000 $426,027,500

Debt: non-Convertible - - -

Other: Convertible - - -

Prepaid Warrant - $39,115,435 -

Equity Line - $52,765,600 -

At-the-Market Offering - $2,168,200,000 -

Unknown - - -

Totals 115 $7,318,286,298 $71,051,323

Common Stock 26 14 23 5 10 3 -Pref: Conv 12 1 4 - - 1 -Pref: non-Conv - - - - - - -Debt: Conv 10 1 2 - 1 1 1Debt: non-Conv - - - - - - -Other: Conv - - - - - - -Prepaid Warrant 2 - - 1 1 - -Equity Line 7 1 - - - - -At-the-Market Offering 1 2 3 1 1 4 1Unknown - - - - - - -

Common Stock $125 $184 $635 $248 $1,414 $638 -Pref: Conv $67 $1 $36 - - $5 -Pref: non-Conv - - - - - - -Debt: Conv $23 $2 $65 - $35 $80 $1,500Debt: non-Conv - - - - - - -Other: Conv - - - - - - -Prepaid Warrant $15 - - $9 $15 - -Equity Line $50 $3 - - - - -At-the-Market Offering $4 $64 $100 $50 $30 $920 $1,000Unknown - - - - - - -

Common Stock 79 $3,229.76 $40.88 2 $14.95 $7.48 - - -Preferred Stock: Convertible 16 $105.88 $6.62 1 $1.00 $1.00 1 $2.50 $2.50 Debt: Convertible 12 $197.29 $16.44 - - - 4 $1,506.83 $376.71 Other: Convertible - - - - - - - - -Prepaid Warrant 4 $39.12 $9.78 - - - - - -Equity Line - - - - - - 8 $52.77 $6.60 At-the-Market Offering - - - - - - 13 $2,168.20 $166.78 Totals 111 $3,572.05 $32.18 3 $15.95 $5.32 26 $3,730.29 $143.47

Less than $50 m 58 $284,189,970 $4,899,827

$50 m - $99 m 19 $254,098,900 $13,373,626

$100 m - $249 m 32 $836,123,769 $26,128,868

$250 m - $499 m 7 $307,437,500 $43,919,643

$500 m - $999 m 13 $1,493,706,305 $114,900,485

$1 b - $4.9 b 9 $1,642,729,854 $182,525,539

Greater than $5 b 2 $2,500,000,000 $1,250,000,000

Totals 140 $7,318,286,298 $52,273,474

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

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Small Cap Equity FinanCE aCtivity

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 #

PIPE Transaction Activity for 2015 Year to Date - According to PrivateRaise

1 EIG Management Co. LLC $1,500.00 $1,500.00 12 China Integrated Circuit Industry Investment Fund Co. Ltd. 399.50 399.50 13 EnCap Investments LP 314.42 314.42 14 Oaktree Capital Group LLC 145.60 145.60 15 Easterly Partners LLC 105.51 105.51 16 Kohlberg Kravis Roberts & Co. LP 74.98 74.98 17 Magnetar Capital LLC 66.86 22.29 38 Zimmer Partners LP 50.00 50.00 19 Blackstone Group LP 40.64 20.32 210 Kayne Anderson Rudnick Investment Management LLC 40.00 40.00 111 Coliseum Capital Management LLC 35.00 17.50 211 Luxor Capital Group 35.00 17.50 213 Lord, Abbett & Co. 31.49 31.49 114 Adage Capital Management LP 24.40 12.20 315 Och-Ziff Capital Management Group LLC 22.87 22.87 116 Sabby Management LLC 19.63 9.81 417 Monarch Alternative Capital LP 17.25 17.25 118 Fir Tree Partners 16.02 16.02 119 Encompass Capital Partners LLC 15.50 15.50 120 Heights Capital Management Inc. 15.02 15.02 121 Green Courte Partners LLC 12.50 6.25 222 Goldman Sachs Group Inc. 12.38 6.19 223 Avenue Capital Group 12.00 12.00 123 Perella Weinberg Partners 12.00 12.00 125 Pegasus Capital Advisors LP 11.53 11.53 1

1 Morgan Stanley & Co. $1,745.00 $872.50 22 Goldman, Sachs & Co. 1,500.00 1,500.00 13 Jefferies Group LLC 506.24 63.28 84 KeyCorp 440.00 440.00 15 Cowen and Co. LLC 298.50 33.17 96 ABN AMRO Bank NV 245.00 245.00 16 Credit Agricole Securities (USA) Inc. 245.00 245.00 16 DNB ASA 245.00 245.00 16 DVB Bank SE 245.00 245.00 110 Credit Suisse Group 230.73 230.73 111 Barclays Capital Inc. 201.88 67.29 312 H.C. Wainwright & Co. 180.79 22.60 813 Roth Capital Partners LLC 168.21 21.03 814 Piper Jaffray & Co. 137.71 34.43 415 Sandler O’Neill & Partners LP 124.32 62.16 216 MLV & Co. LLC 120.37 24.07 517 Maxim Group LLC 118.50 29.62 418 SunTrust Robinson Humphrey 112.38 56.19 219 Stifel Financial Corp. 99.75 33.25 320 Sprott Inc. 86.75 86.75 121 Needham & Co. 84.00 42.00 221 WBB Securities LLC 84.00 42.00 221 Wedbush Securities Inc. 84.00 42.00 224 Ladenburg Thalmann & Co. 78.35 19.59 425 J.P. Morgan Chase & Co. 76.88 76.88 1

1 Sabby Management LLC $19.63 * $9.81 * 41 LH Financial Services Corp. $0.00 * $0.00 * 43 Magnetar Capital LLC 66.86 22.29 33 Adage Capital Management LP $24.40 * $12.20 * 33 Broadfin Capital. LLC $0.00 * $0.00 * 36 Blackstone Group LP 40.64 20.32 26 Coliseum Capital Management LLC 35.00 17.50 26 Luxor Capital Group 35.00 17.50 26 Green Courte Partners LLC 12.50 6.25 26 Goldman Sachs Group Inc. 12.38 6.19 26 T. Rowe Price Group Inc. $5.39 * $5.39 * 26 Triangle Peak Partners LP 2.83 1.42 26 OrbiMed Advisors LLC $2.00 * $2.00 * 26 Cormorant Asset Management LLC $0.26 * $0.26 * 26 CureDuchenne $0.00 * $0.00 * 216 EIG Management Co. LLC 1,500.00 1,500.00 116 China Integrated Circuit Industry Investment Fund Co. Ltd. 399.50 399.50 116 EnCap Investments LP 314.42 314.42 116 Oaktree Capital Group LLC 145.60 145.60 116 Easterly Partners LLC 105.51 105.51 116 Kohlberg Kravis Roberts & Co. LP 74.98 74.98 116 Zimmer Partners LP 50.00 50.00 116 Kayne Anderson Rudnick Investment Management LLC 40.00 40.00 116 Lord, Abbett & Co. 31.49 31.49 116 Och-Ziff Capital Management Group LLC 22.87 22.87 1

1 Cowen and Co. LLC $298.50 $33.17 92 Jefferies Group LLC 506.24 63.28 82 H.C. Wainwright & Co. 180.79 22.60 82 Roth Capital Partners LLC 168.21 21.03 85 MLV & Co. LLC 120.37 24.07 56 Piper Jaffray & Co. 137.71 34.43 46 Maxim Group LLC 118.50 29.62 46 Ladenburg Thalmann & Co. 78.35 19.59 49 Barclays Capital Inc. 201.88 67.29 39 Stifel Financial Corp. 99.75 33.25 39 Oppenheimer & Co. 61.67 20.55 39 Laidlaw & Company (UK) Ltd. 30.22 10.07 39 National Securities Corp. 12.09 4.03 39 Northland Securities Inc. 11.34 3.78 315 Morgan Stanley & Co. 1,745.00 872.50 215 Sandler O’Neill & Partners LP 124.32 62.16 215 SunTrust Robinson Humphrey 112.38 56.19 215 Needham & Co. 84.00 42.00 215 WBB Securities LLC 84.00 42.00 215 Wedbush Securities Inc. 84.00 42.00 215 Aegis Capital Corp. 62.85 31.43 215 LifeSci Advisors 51.75 25.87 215 Janney Montgomery Scott LLC 51.67 25.83 215 Canaccord Genuity Group Inc. 33.36 16.68 215 Summer Street Research Partners 9.71 4.86 2

Investment Managers

Placement Agents

RANKED BY TOTAL DOLLARS INVESTED

RANKED BY TOTAL DOLLARS RAISED

RANKED BY # OF INVESTMENTS

RANKED BY # OF PLACEMENTS

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

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).

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Small Cap Equity FinanCE aCtivity

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 #

PIPE Transaction Activity for 2015 Year to Date - According to PrivateRaise

1 Thompson & Knight LLP $440.00 $440.00 12 Davis Polk & Wardwell LLP 250.00 250.00 13 Greenberg Traurig LLP 194.70 97.35 24 Gowling Lafleur Henderson LLP 86.75 86.75 14 Troutman Sanders LLP 86.75 86.75 16 Boies, Schiller & Flexner LLP 75.00 75.00 16 Latham & Watkins LLP 75.00 75.00 18 Paul Hastings LLP 35.00 17.50 29 Gibson, Dunn & Crutcher LLP 24.81 24.81 110 Cleary, Gottlieb, Steen & Hamilton 18.94 18.94 111 Akin, Gump, Strauss, Hauer & Feld LLP 15.00 15.00 112 Goodmans LLP 13.33 13.33 112 Haynes and Boone LLP 13.33 13.33 114 DLA Piper 12.50 6.25 215 Hunton & Williams LLP 12.00 12.00 116 Wilmer Cutler Pickering Hale and Dorr LLP 7.42 7.42 117 Andrews Kurth LLP 5.59 5.58 117 Lowenstein Sandler LLP 5.59 5.58 119 Wilson Sonsini Goodrich & Rosati PC 5.00 5.00 120 Ellenoff Grossman and Schole LLP 4.90 2.45 221 Meridian Law 2.75 2.75 122 Kelley Drye & Warren LLP 2.50 2.50 123 Goodwin Procter LLP 1.90 1.90 124 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 1.46 1.46 125 Levy International Law LLC 1.15 1.15 1

1 Sullivan & Cromwell LLP $1,500.00 $1,500.00 12 Vinson & Elkins LLP 745.73 248.58 33 Norton Rose LLP 442.00 221.00 24 Goodwin Procter LLP 377.01 125.67 35 Paul, Weiss, Rifkind, Wharton & Garrison LLP 259.00 129.50 26 Seward & Kissel LLP 245.00 245.00 17 Baker Botts LLP 126.88 63.44 28 Cooley LLP 126.85 18.12 79 Rogers & Hardin LLP 119.70 119.70 110 Alston & Bird LLP 94.86 31.62 311 Blake, Cassels & Graydon LLP 86.75 86.75 112 Covington & Burling LLP 84.00 42.00 213 Sichenzia Ross Friedman Ference LLP 80.23 16.05 514 Greenberg Traurig LLP 78.30 26.10 315 Ellenoff Grossman and Schole LLP 53.94 17.98 316 DLA Piper 53.02 26.51 217 McDonnell Boehnen Hulbert & Berghoff LLP 51.75 51.75 117 Wood, Phillips, Katz, Clark & Mortimer 51.75 51.75 119 Morgan, Lewis & Bockius LLP 49.75 16.58 320 Pepper Hamilton LLP 47.44 47.44 120 Wiley Rein LLP 47.44 47.44 122 Latham & Watkins LLP 37.50 12.50 323 Akerman LLP 37.38 37.38 123 Hyman, Phelps & McNamara PC 37.38 37.38 123 Keller Life Science Law PA 37.38 37.38 1

1 Greenberg Traurig LLP $194.70 $97.35 21 Paul Hastings LLP 35.00 17.50 21 DLA Piper 12.50 6.25 21 Ellenoff Grossman and Schole LLP 4.90 2.45 25 Thompson & Knight LLP 440.00 440.00 15 Davis Polk & Wardwell LLP 250.00 250.00 15 Gowling Lafleur Henderson LLP 86.75 86.75 15 Troutman Sanders LLP 86.75 86.75 15 Boies, Schiller & Flexner LLP 75.00 75.00 15 Latham & Watkins LLP 75.00 75.00 15 Gibson, Dunn & Crutcher LLP 24.81 24.81 15 Cleary, Gottlieb, Steen & Hamilton 18.94 18.94 15 Akin, Gump, Strauss, Hauer & Feld LLP 15.00 15.00 15 Goodmans LLP 13.33 13.33 15 Haynes and Boone LLP 13.33 13.33 15 Hunton & Williams LLP 12.00 12.00 15 Wilmer Cutler Pickering Hale and Dorr LLP 7.42 7.42 15 Andrews Kurth LLP 5.59 5.58 15 Lowenstein Sandler LLP 5.59 5.58 15 Wilson Sonsini Goodrich & Rosati PC 5.00 5.00 15 Meridian Law 2.75 2.75 15 Kelley Drye & Warren LLP 2.50 2.50 15 Goodwin Procter LLP 1.90 1.90 15 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 1.46 1.46 15 Levy International Law LLC 1.15 1.15 1

1 Cooley LLP $126.85 $18.12 72 Sichenzia Ross Friedman Ference LLP 80.23 16.05 53 Paul Hastings LLP 25.38 6.34 44 Vinson & Elkins LLP 745.73 248.58 34 Goodwin Procter LLP 377.01 125.67 34 Alston & Bird LLP 94.86 31.62 34 Greenberg Traurig LLP 78.30 26.10 34 Ellenoff Grossman and Schole LLP 53.94 17.98 34 Morgan, Lewis & Bockius LLP 49.75 16.58 34 Latham & Watkins LLP 37.50 12.50 34 Haynes and Boone LLP 28.90 9.63 312 Norton Rose LLP 442.00 221.00 212 Paul, Weiss, Rifkind, Wharton & Garrison LLP 259.00 129.50 212 Baker Botts LLP 126.88 63.44 212 Covington & Burling LLP 84.00 42.00 212 DLA Piper 53.02 26.51 212 Schulte Roth & Zabel LLP 35.00 17.50 212 Sidley Austin LLP 35.00 17.50 212 Fenwick & West LLP 22.25 11.12 212 Wilmer Cutler Pickering Hale and Dorr LLP 21.00 10.50 212 Jaffe, Raitt, Heuer & Weiss PC 12.50 6.25 212 Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP 9.79 4.90 212 Burns & Levinson LLP 9.71 4.86 212 Hogan Lovells 9.71 4.86 212 Wolf, Greenfield & Sacks PC 9.71 4.86 2

Investor Legal Counsel

Issuer Legal Counsel

RANKED BY TOTAL DOLLARS ADVISED

RANKED BY TOTAL DOLLARS ADVISED

RANKED BY # OF PLACEMENTS ADVISED

RANKED BY # OF PLACEMENTS ADVISED

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).

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

PIPE Transaction Activity for 2015 Year to Date - According to PrivateRaise

1 Simpson, Thacher & Bartlett LLP $245.00 $245.00 12 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 155.35 38.84 43 Latham & Watkins LLP 129.23 43.08 34 Vinson & Elkins LLP 76.88 76.88 15 Goodwin Procter LLP 66.27 16.57 46 Morgan, Lewis & Bockius LLP 63.25 63.25 17 Torys LLP 37.38 18.69 28 Lowenstein Sandler LLP 36.46 18.23 29 Troutman Sanders LLP 29.90 29.90 19 Yigal Arnon & Co. 29.90 29.90 111 Proskauer Rose LLP 28.75 28.75 112 K&L Gates LLP 25.00 12.50 213 McDermott Will & Emery LLP 23.00 23.00 114 Davis Polk & Wardwell LLP 21.50 21.50 115 Sichenzia Ross Friedman Ference LLP 20.00 20.00 116 Duane Morris LLP 19.71 6.57 317 Golenbock Eiseman Assor Bell & Peskoe LLP 17.49 17.49 118 Faegre Baker Daniels LLP 17.07 8.53 219 Ellenoff Grossman and Schole LLP 16.96 4.24 420 Gornitzky & Co. 14.38 14.38 121 Nelson Mullins Riley & Scarborough LLP 11.50 11.50 122 Miller Thomson LLP 10.36 10.36 123 Schulte Roth & Zabel LLP 3.05 3.05 124 LeClairRyan PC 2.83 2.83 1

1 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC $155.35 $38.84 41 Goodwin Procter LLP 66.27 16.57 41 Ellenoff Grossman and Schole LLP 16.96 4.24 44 Latham & Watkins LLP 129.23 43.08 34 Duane Morris LLP 19.71 6.57 36 Torys LLP 37.38 18.69 26 Lowenstein Sandler LLP 36.46 18.23 26 K&L Gates LLP 25.00 12.50 26 Faegre Baker Daniels LLP 17.07 8.53 210 Simpson, Thacher & Bartlett LLP 245.00 245.00 110 Vinson & Elkins LLP 76.88 76.88 110 Morgan, Lewis & Bockius LLP 63.25 63.25 110 Troutman Sanders LLP 29.90 29.90 110 Yigal Arnon & Co. 29.90 29.90 110 Proskauer Rose LLP 28.75 28.75 110 McDermott Will & Emery LLP 23.00 23.00 110 Davis Polk & Wardwell LLP 21.50 21.50 110 Sichenzia Ross Friedman Ference LLP 20.00 20.00 110 Golenbock Eiseman Assor Bell & Peskoe LLP 17.49 17.49 110 Gornitzky & Co. 14.38 14.38 110 Nelson Mullins Riley & Scarborough LLP 11.50 11.50 110 Miller Thomson LLP 10.36 10.36 110 Schulte Roth & Zabel LLP 3.05 3.05 110 LeClairRyan PC 2.83 2.83 1

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

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).

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

Deal Type

Range ($)

Market Value ($M) Bookrunner(s)

Actavis plc 2/26/15 ACT $4,200.00 FO $75,615.65 JPM; MIZ; WLF; MS; BAR; CITI

Actavis plc 2/26/15 ACT $4,200.00 CONV 284.00 - 284.00 $75,615.65 JPM; MIZ; WLF; MS; BAR; CITI

Totals 2 Deals $8,400.00

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 February 6, 2015

Issuer Domicile Industry Ticker Expected Value ($M)

Filing Range ($)

Shares Filed

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

Manager(s)

Arcadia Biosciences Inc. USA Professional Services RKDA $86.25 CS; BNYM; PJ

eASIC Corp. USA Computers & Electronics EASI $75.00 MS; DB RJA; BAIRD; WBLR;

RCP; NLND

EQT GP Holdings LP USA Utility & Energy EQGP $300.00 BAR

KLOX Technologies Inc. CAN Healthcare KLOX $75.00 UBS CG; NEEDHM; NBF

National Storage Affiliates Trust USA Real Estate/Property NSA $100.00 MS; WLF

PGI Specialty Materials Inc. USA Textile $100.00 BOAML; CITI; GS; JEFF; RBC

Philadelphia Energy Solutions LLC USA Oil & Gas PESC $100.00 CS; BOAML

SolarEdge Technologies Inc. USA Utility & Energy SEDG $125.00 GS; DB NEEDHM; CG; RCP

CONTINUED >

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Small Cap Equity FinanCE aCtivity

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

SEC Registered IPOs Priced Since February 6, 2015

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)

Avenue Finan-cial Holdings Inc.

USA Finance 2/9/15 AVNU $27.50 $11.00 11.00 - 13.00

In Range 8.00 6.82 STFL SANDO; SAL

Inovalon Hold-ings Inc.

USA Computers & Electronics

2/11/15 INOV $600.00 $27.00 21.00 - 24.00

Above 0 11.48 GS; MS; CITI; BOAML; UBS

BAIRD; PJ; WLF; WBLR

Invitae Corp. USA Healthcare 2/11/15 NVTA $116.84 $16.00 13.00 - 15.00

Above 6.56 24.44 JPM COWEN; LEER

Eyegate Phar-maceuticals Inc.

USA Healthcare 2/12/15 EYEG $4.10 $6.00 6.00 - 8.00

In Range 0 -5.83 AEGC; CHCML

FinTech Acqui-sition Corp.

USA Finance 2/12/15 FNTC $100.00 $10.00 10.00 - 10.00

In Range 0 0 CANFITZ

Bellerophon Therapeutics LLC

USA Healthcare 2/13/15 BLPH $60.00 $12.00 14.00 - 16.00

Below -25.25 -23 LEER; COWEN STRH; FBR

Great Ajax Corp. USA Real Estate/Property

2/13/15 AJX $71.25 $14.25 15.00 - 17.00

Below -1.75 -0.91 FBR; SAL; NOM LTC; MLV

Inotek Pharma-ceuticals Corp.

USA Healthcare 2/17/15 ITEK $40.00 $6.00 13.00 - 15.00

Below 0 0.83 COWEN; PJ CG; NOM

Check-Cap Ltd. ISR Computers & Electronics

2/18/15 CHEK $12.00 $6.00 10.00 - 12.00

Below CHCML; MAXM FELL

Totals 9 Deals $1,031.69

< Previous

SEC Registered IPOs Filed Since February 6, 2015

Urigen Pharmaceuticals Inc. USA Healthcare $25.00

Valeritas Inc. USA Healthcare VLRX $90.00 PJ; LEER; OPCO

ViewRay Inc. USA Healthcare VRAY $69.00 COWEN; STFL

Totals 11 Deals $1,145.25

Issuer Domicile Industry Ticker Expected Value ($M)

Filing Range ($)

Shares Filed

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

Manager(s)

SEC Registered IPOs Withdrawn/Postponed Since February 6, 2015

Issuer Nation Industry Withdrawn/ Postponed Date Ticker Expected Value

($M)Withdrawn/

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

NanoVibronix Inc. USA Healthcare 2/9/15 NVBX $7.43 Withdrawn Due to market condition. CHCML; MAXM

AutoGenomics Inc. USA Healthcare 2/10/15 AGMX $45.00 Postponed Due to market conditions STFL; CG; CANFITZ

Sol Wind Renewable Power LP

USA Utility & Energy 2/11/15 SLWD $174.00 Postponed Due to market condition. UBS; CITI; WLF; CS; DB; MGL

BONCAP; MFRSECU; WCG

AltheaDx Inc. USA Healthcare 2/11/15 IDGX $60.00 Postponed CITI; JEFF

Arysta LifeScience plc USA Chemicals 2/18/15 ARYS $100.00 Withdrawn Due to acquisition by Platform Specialty Products Corp.

MS; JPM; CITI; DB; HSBC; NOM; JEFF

PJ; MGL; RABONL

Advanced Accelerator Applications SA

FRA Healthcare 2/18/15 AAAP $75.01 Withdrawn Due to market conditions. CITI; JEFF CG; JMPSEC

InfraReDx Inc. USA Healthcare 2/19/15 REDX $56.00 Postponed RBC; CG; BMOCM OPCO; BTIG

Totals 7 Deals $517.44

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Small Cap Equity FinanCE aCtivity

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 Follow-Ons Filed Since February 6, 2015

Issuer Nation Industry Pricing Date Ticker Deal Value

($M)Last Trade

b/f FilingShares

(M)Market Value

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

Global Eagle Entertain-ment Inc.

USA Telecommunications 2/12/15 ENT $130.31 $15.70 9.55 $996.06 PJ; MGL

Idera Pharmaceuticals Inc. USA Healthcare 2/12/15 IDRA $86.25 $4.02 $486.88 GS; JPM

Redhill Biopharma Ltd. ISR Healthcare 2/10/15 RDHL $14.50 $141.93 WLF; RCP MLV

Ensign Group Inc. USA Healthcare 2/11/15 ENSG $105.40 $42.16 2.88 $1,054.58 WLF; RBC STRH

Rose Rock Midstream LP USA Oil & Gas 2/10/15 RRMS $84.00 $42.00 2.3 $1,459.01 RBC; MS; UBS; WLF BAIRD; MLV; TP; TUOHYB

Delcath Systems Inc. USA Healthcare 2/11/15 DCTH $1.32 $16.06 RCP

TherapeuticsMD Inc. USA Healthcare 2/11/15 TXMD $4.22 $716.05 COWEN; STFL GUGPAR

Achillion Pharmaceuticals Inc.

USA Healthcare 2/11/15 ACHN $114.70 $11.47 11.5 $1,260.54 LEER; DB JMPSEC

Jones Energy Inc. USA Oil & Gas 2/11/15 JONE $79.31 $11.33 8.05 $698.28 BAR; JPM; TP WLF; CAPONE; STRH

Transition Therapeutics Inc. CAN Healthcare 2/12/15 TTHI $7.08 $271.82 COWEN CG; HWC

Harvard Apparatus Regen-erative Technology Inc.

USA Healthcare 2/12/15 HART $1.89 $18.29 NS SSRPNT

Xcel Brands Inc. USA Professional Services

XELB $11.50 $7.00 $98.08 WU

Orion Energy Systems Inc. USA Computers & Electronics

2/20/15 OESX $15.00 $4.71 $107.08 CHG

Threshold Pharmaceuticals Inc.

USA Healthcare 2/12/15 THLD $3.62 $256.07 JEFF

Quantum Fuel Systems Technologies Worldwide Inc.

USA Auto/Truck 2/12/15 QTWW $13.04 $3.26 4.6 $75.88 COWEN; FBR

Boot Barn Holdings Inc. USA Retail BOOT $103.68 $23.04 5.18 $592.34 JPM; PJ; JEFF; WLF; BAIRD

Q2 Holdings Inc. USA Computers & Electronics

QTWO $94.51 $20.73 5.24 $750.33 JPM; MS; STFL RJA; CG; NEEDHM

Phillips 66 Partners LP USA Oil & Gas 2/17/15 PSXP $413.86 $78.83 6.04 $3,322.00 BAR; JPM; BOAML; CITI; GS; MS; RBC; WLF

BNP; DB; MIZ; PB; SBGBM

Neurocrine Biosciences Inc. USA Healthcare 2/18/15 NBIX $37.34 $3,074.84 JPM; DB BAR; JEFF; COWEN; NOM

Cenovus Energy Inc. CAN Oil & Gas 2/17/15 CVE $1,311.07 $24.18 77.63 $16,014.47 RBC; TD BMOCM; CIBC; SBGBM; BAR; JPM;

BOAML; CS; MS; ALTF; BNP; DESJD;

CRMK; FIREN; MGL; NBF; PC; RJA; UBS

ARAMARK USA Dining & Lodging 2/17/15 ARMK $907.20 $30.24 30 $7,166.88 CS

Netlist Inc. USA Computers & Electronics

2/19/15 NLST $1.56 $76.74 CHG

Actavis plc USA Healthcare ACT $4,200.00 $284.00 $75,615.65 JPM; MIZ; WLF; MS; BAR; CITI

Catalent Inc. USA Healthcare CTLT $580.20 $29.01 23 $3,591.96 MS; JPM

Totals 24 Deals $8,250.03

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Small Cap Equity FinanCE aCtivity

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 Follow-Ons Priced Since February 6, 2015

Issuer Nation Industry Pricing Date Ticker Deal Value

($M)Offer

Price.Last Traded/

OfferPrem./

Disc. %

% Change Price Offer/

CurrentBookrunner(s) Lead/

Co-Manager(s)

Biocept Inc. USA Healthcare 2/9/15 BIOC $10.00 $1.25 $1.85 -32.43 26.40 AEGC; FELL

Redhill Biopharma Ltd. ISR Healthcare 2/10/15 RDHL $14.38 $12.50 $14.50 -13.79 3.36 WLF; RCP MLV

Rose Rock Midstream LP USA Oil & Gas 2/10/15 RRMS $80.64 $40.32 $42.00 -4.00 5.75 RBC; MS; UBS; WLF

BAIRD; MLV; TP; TUOHYB

Achillion Pharmaceuticals Inc.

USA Healthcare 2/11/15 ACHN $141.45 $10.25 $11.23 -8.73 20.88 LEER; DB JMPSEC

Atara Biotherapeutics Inc. USA Healthcare 2/11/15 ATRA $74.65 $18.00 $18.55 -2.96 20.33 GS; CITI JEFF

CAS Medical Systems Inc. USA Healthcare 2/11/15 CASM $8.06 $1.30 $1.35 -3.70 6.92 CHG

Delcath Systems Inc. USA Healthcare 2/11/15 DCTH $2.83 $1.15 $1.32 -12.88 0.00 RCP

Ensign Group Inc. USA Healthcare 2/11/15 ENSG $102.50 $41.00 $42.03 -2.45 1.20 WLF; RBC STRH

Jones Energy Inc. USA Oil & Gas 2/11/15 JONE $76.88 $10.25 $11.33 -9.53 -3.32 BAR; JPM; TP WLF; CAPONE; STRH

TherapeuticsMD Inc. USA Healthcare 2/11/15 TXMD $55.01 $4.05 $4.22 -4.03 17.04 COWEN; STFL GUGPAR

Global Eagle Entertain-ment Inc.

USA Telecommunica-tions

2/12/15 ENT $43.73 $13.25 $12.95 2.32 3.02 PJ; MGL

Harvard Apparatus Regen-erative Technology Inc.

USA Healthcare 2/12/15 HART $3.62 $1.75 $1.89 -7.41 104.57 NS SSRPNT

Idera Pharmaceuticals Inc. USA Healthcare 2/12/15 IDRA $86.25 $3.75 $4.24 -11.56 20.00 GS; JPM

ImmunoCellular Thera-peutics Ltd.

USA Healthcare 2/12/15 IMUC $15.99 $0.60 $0.66 -9.09 -7.33 RCP

Quantum Fuel Systems Technologies Worldwide Inc.

USA Auto/Truck 2/12/15 QTWW $11.50 $2.50 $3.26 -23.31 29.20 COWEN; FBR

Threshold Pharmaceuti-cals Inc.

USA Healthcare 2/12/15 THLD $30.05 $3.62 $3.62 0.00 17.40 JEFF

Transition Therapeutics Inc.

CAN Healthcare 2/12/15 TTHI $23.00 $6.50 $7.08 -8.19 9.23 COWEN CG; HWC

Eco-Stim Energy Solutions Inc.

USA Oil & Gas 2/13/15 ESES $5.26 $5.75 $6.25 -8.00 0.35 RCP

ARAMARK USA Dining & Lodging 2/17/15 ARMK $904.50 $30.15 $30.24 -0.30 1.82 CS

Cenovus Energy Inc. CAN Oil & Gas 2/17/15 CVE $1,206.42 $22.25 $24.18 -7.98 -0.63 RBC; TD BMOCM; CIBC; SBGBM; BAR; JPM;

BOAML; CS; MS; ALTF; BNP; DESJD;

CRMK; FIREN; MGL; NBF; PC; RJA; UBS

Phillips 66 Partners LP USA Oil & Gas 2/17/15 PSXP $396.38 $75.50 $75.50 0.00 -1.32 BAR; JPM; BOAML; CITI; GS; MS; RBC;

WLF

BNP; DB; MIZ; PB; SBGBM

Signal Genetics Inc. USA Healthcare 2/17/15 SGNL $9.00 $2.80 $3.91 -28.39 -1.43 AEGC; CHCML

Neurocrine Biosciences Inc.

USA Healthcare 2/18/15 NBIX $287.48 $36.00 $36.56 -1.53 3.94 JPM; DB BAR; JEFF; COWEN; NOM

CollabRx Inc. USA Professional Services

2/19/15 CLRX $4.80 $1.25 $1.89 -33.86 AEGC

Netlist Inc. USA Computers & Electronics

2/19/15 NLST $10.00 $1.30 $1.56 -16.67 9.23 CHG

CONTINUED >

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Small Cap Equity FinanCE aCtivity

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)

Medgenics Inc. USA Healthcare 11/25/14 MDGN $24.16 90 2/23/15 PJ JMPSEC

Golar LNG Partners LP BMU Transportation 1/9/15 GMLP $214.38 45 2/23/15 MS; BOAML; CITI; GS

New Media Investment Group Inc. USA Publishing 1/13/15 NEWM $151.90 45 2/27/15 CITI; CS

Physicians Realty Trust USA Real Estate/Property

1/14/15 DOC $311.19 45 2/28/15 KCM; MS; RBC; BOAML; BMOCM

RJA; WU; CB; CMPPNT; JHWL; MLV; REFICO

Sajan Inc. USA Computers & Electronics

9/3/14 SAJA $3.50 180 3/2/15 DOUGHT

JD.com Inc. CHN Computers & Electronics

12/2/14 JD $618.88 90 3/3/15 BOAML; UBS

Advanced Drainage Systems Inc. USA Chemicals 12/3/14 WMS $244.38 90 3/3/15 BAR; DB; RBC; BOAML; BAIRD

FTSI; PB

Trevena Inc. USA Healthcare 12/4/14 TRVN $51.39 90 3/4/15 BAR; COWEN; JEFF JMPSEC; NEEDHM

GTT Communications Inc. USA Professional Services

12/5/14 GTT $51.32 90 3/5/15 JEFF; WBLR KCM; CHG

PBF Energy Inc. USA Oil & Gas 2/3/15 PBF $106.53 30 3/5/15 CS

Diamondback Energy Inc. USA Oil & Gas 1/21/15 FANG $105.88 45 3/7/15 CS

BioMarin Pharmaceutical Inc. USA Healthcare 1/21/15 BMRN $911.52 45 3/7/15 BOAML; JPM; MS BAR; DB

OvaScience Inc. USA Healthcare 1/7/15 OVAS $132.25 60 3/8/15 JPM; CS LEER

Chatham Lodging Trust USA Real Estate/Property

1/22/15 CLDT $120.75 45 3/8/15 BAR

Totals 14 Deals $3,048.03

< PreviousSEC Registered Follow-Ons Priced Since February 6, 2015

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.

Issuer Nation Industry Pricing Date Ticker Deal Value

($M)Offer

Price.Last Traded/

OfferPrem./

Disc. %

% Change Price Offer/

CurrentBookrunner(s) Lead/

Co-Manager(s)

Orion Energy Systems Inc. USA Computers & Electronics

2/20/15 OESX $16.63 $3.50 $4.01 -12.72 CHG

Totals 26 Deals $3,621.01

SEC Registered Follow Ons Withdrawn/Postponed Since February 6, 2015

Issuer Nation Industry Withdrawn/ Postponed Date Ticker Expected Value

($M)Withdrawn/

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

Foundation Healthcare Inc.

USA Professional Services

2/20/15 FDNH $1.39 Postponed RCP DOUGHT; NSO

Source Financial Inc. USA Professional Services

2/12/15 SRCF $22.00 Withdrawn Withdrawn due to market conditions.

WELSHI

Ocata Therapeutics Inc. USA Healthcare 2/11/15 OCAT $62.10 Withdrawn Due to market condition.

JEFF; COWEN; PJ

Totals 3 Deals $85.49

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Small Cap Equity FinanCE aCtivity

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

Sec. Type Ticker Mkt. Cap

(M)Stock Price

Prem/ Disc % WC(s)

Placement Agents/

UnderwritersAdvaxis Inc. USA Healthcare Closed 2/19/15 RD $23.01 CS ADXS $203.00 $8.59 0.00% N/A

NetList Inc. USA Technology Priced 2/19/15 CMPO $10.00 CS NLST $65.00 $1.56 -16.70% N/A CHG

Piedmont Office Realty Trust Inc.

USA Real Estate Closed 2/19/15 RD $250.00 ATM PDM $2,965.00 $19.21 0.00% N/A MS; JPM; BOAML; STRH

Weingarten Realty Investors

USA Real Estate Closed 2/19/15 RD $200.00 ATM WRI $4,483.00 $36.66 0.00% N/A BOAML; JEFF; JPM; RBC; SC;

HOWW

Harvard Apparatus Re-generative Technology Inc.

USA Healthcare Closed 2/18/15 CMPO $3.62 CS HART $26.00 $3.36 -7.40% N/A NS; SSRPNT

Quantum Fuel Systems Technologies Worldwide Inc.

USA Energy Closed 2/18/15 CMPO $11.50 CS QTWW $70.00 $2.99 -23.30% N/A COWEN; FBR

Rosetta Genomics Ltd. ISR Healthcare Closed 2/18/15 RD $14.40 ATM ROSG $56.00 $4.8 0.00% N/A CANFITZ

Transition Therapeutics Inc.

CAN Healthcare Closed 2/18/15 CMPO $23.00 CS TTHI $238.00 $6.73 -8.20% N/A COWEN; CG; HCW; LifeSci

Advisors

Delcath Systems Inc. USA Healthcare Closed 2/17/15 CMPO $2.83 CS DCTH $11.00 $1.14 -12.90% 45.00% RCP

National Health Investors Inc.

USA Real Estate Closed 2/17/15 RD $300.00 ATM NHI $2,689.00 $71.74 0.00% N/A KeyCorp; BMOCM; GS;

SNW

TherapeuticsMD Inc. USA Healthcare Closed 2/17/15 CMPO $63.25 CS TXMD $734.00 $4.7 -4.00% N/A COWEN; SNW; GUGG

CombiMatrix Corp. USA Healthcare Priced 2/13/15 RD $2.70 CS CBMX $22.00 $1.99 -12.10% 25.00%

RedHill Biopharma Ltd. Israel Healthcare Closed 2/13/15 CMPO $14.38 CS RDHL $111.00 $12.65 -13.80% N/A WFS; RCP; MLV

ClearSign Combustion Corp.

USA Industrial Closed 2/12/15 RD $17.49 CS CLIR $74.00 $7.62 -2.00% N/A MCU

Actinium Pharmaceuti-cals Inc.

USA Healthcare Closed 2/11/15 CMPO $20.00 CS ATNM $109.00 $3.52 -9.80% 75.00% LGSE; MLV

Jones Energy Inc. USA Energy Priced 2/11/15 CMPO $76.88 CS JONE $280.00 $11.33 -9.50% N/A BAR; JPM; TP

Ohr Pharmaceutical Inc. USA Healthcare Closed 2/11/15 CMPO $28.75 CS OHRP $200.00 $7.87 -11.60% N/A COWEN; BREANM; LifeSci

Advisors

Threshold Pharmaceuti-cals Inc.

USA Healthcare Priced 2/11/15 RD $30.05 CS THLD $230.00 $3.66 -1.10% 100.00% JEFF; HCW

Trovagene Inc. USA Healthcare Closed 2/11/15 CMPO $23.00 CS TROV $92.00 $4.82 -23.10% N/A PJ; JMS; MAXM; CANFITZ

Apricus Biosciences Inc. USA Healthcare Priced 2/10/15 RD $11.00 CS APRI $80.00 $1.8 0.00% 50.00%

BIND Therapeutics Inc. USA Healthcare Closed 2/10/15 CMPO $21.50 CS BIND $101.00 $6.09 -9.30% 60.00% COWEN; SNW; JMPSEC; OPCO

Jones Energy Inc. USA Energy Priced 2/10/15 RD $50.00 CS JONE $147.00 $11.6 -9.50% N/A BAR

PostRock Energy Corp. USA Energy Closed 2/10/15 RD $3.80 ATM PSTR $37.00 $5.85 0.00% N/A MLV

Catalyst Pharmaceutical Partners Inc.

USA Healthcare Closed 2/9/15 CMPO $37.38 CS CPRX $266.00 $3.36 -7.70% N/A PJ; RCP; HCW

Tonix Pharmaceuticals Holding Corp.

USA Healthcare Closed 2/9/15 CMPO $28.67 CS TNXP $62.00 $5.76 -3.50% N/A RCP; OPCO; JMS

Totals 25 Deals $1,267.21

Registered Offerings and CMPOs Priced/Closed Since February 6, 2015 - According to PrivateRaise

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.

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Small Cap Equity FinanCE aCtivity

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)

2/9/15 Heyu Leisure Holidays Corp.

Heyu Leisure Holidays Corp. (f/k/a Cloud Run Acquisition Corp.)

Heyu Capital Ltd.

Shell Merger Activity Since February 6, 2015 - According to PrivateRaise

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

2/19/15 Brilliant Acquisition Inc. Delaware 11/25/14 20.00 500 1

2/19/15 Global Technologies Corp. Delaware 7/28/14 6.00 480 1

2/19/15 Opulent Acquisition Inc. Delaware 11/25/14 20.00 500 1

2/18/15 Pantop Corp. Nevada 5/6/14 17.00 75 2

2/18/15 Punto Group Corp. Nevada 9/2/14 4.00 75 1

Shell Companies Since February 6, 2015 - According to PrivateRaise

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.

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

BofI Holding Inc. BOFI S-3ASR 2/20/15 2/20/15 $300,000,000 Equity/Debt

Nielsen NV NLSN S-3ASR 2/20/15 2/20/15 Unlimited Equity

Actavis plc ACT S-3ASR 2/19/15 2/19/15 Unlimited Equity

AvalonBay Communities Inc. AVB S-3ASR 2/19/15 2/19/15 Unlimited Equity/Debt

Lawson Products Inc. LAWS S-3 2/19/15 Unlimited Equity/Debt

Marriott International Inc. MAR S-3ASR 2/19/15 2/19/15 Unlimited Equity/Debt

Sprint Corp. S S-3ASR 2/19/15 2/19/15 Unlimited Equity/Debt

Advaxis Inc. ADXS S-3MEF 2/18/15 2/18/15 $3,835,119 Equity

Aramark ARMK S-3ASR 2/17/15 2/17/15 Unlimited Equity

NorthWestern Corp. NWE S-3ASR 2/17/15 2/17/15 Unlimited Equity/Debt

Lam Research Corp. LRCX S-3ASR 2/13/15 2/13/15 Unlimited Equity/Debt

Vanguard Natural Resources LLC VNR S-3ASR 2/13/15 2/13/15 Unlimited Equity/Debt

Callon Petroleum Co. CPE S-3 2/12/15 $400,000,000 Equity/Debt

Toll Brothers Inc. TOL S-3ASR 2/12/15 2/12/15 Unlimited Equity/Debt

Norfolk Southern Corp. NSC S-3ASR 2/11/15 2/11/15 Unlimited Equity/Debt

Owens Corning OC S-3ASR 2/11/15 2/11/15 Unlimited Equity/Debt

Remark Media Inc. MARK S-3 2/11/15 2/17/15 $50,000,000 Equity/Debt

Rockwell Automation Inc. ROK S-3ASR 2/11/15 2/11/15 Unlimited Debt

Threshold Pharmaceuticals Inc. THLD S-3MEF 2/11/15 2/11/15 $187,796 Equity

Waste Connections Inc. WCN S-3ASR 2/10/15 2/10/15 Unlimited Equity/Debt

Teva Pharmaceutical Industries Ltd. TEVA F-3ASR 2/9/15 2/9/15 Unlimited Equity/Debt

Union Pacific Corp. UNP S-3ASR 2/9/15 2/9/15 Unlimited Equity/Debt

Viggle Inc. VGGL S-3 2/9/15 $40,000,000 Equity

Totals 23 Shelf Registeration Statements

Shelf Registration Statements Filed Since February 6, 2015 - According to PrivateRaise

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Small Cap Equity FinanCE aCtivity

Date Company Round Funding Amount Date Company Round Funding Amount

Venture Capital Deals Since February 6, 2015

2/20/15 17hats Seed $1,250,000

2/20/15 Epic Creations Undisclosed $4,050,000

2/20/15 iGetBetter Series A $1,100,000

2/19/15 6Sense Undisclosed $20,000,000

2/19/15 Credible Seed $1,500,000

2/19/15 Cuseum Seed $1,200,000

2/19/15 Dance Biopharm Undisclosed $9,500,000

2/19/15 Firefly Games Series A $8,000,000

2/19/15 Glint Undisclosed $15,500,000

2/19/15 Industrial Origami Undisclosed $619,730

2/19/15 Inotek Pharmaceuticals Undisclosed $40,200,000

2/19/15 Lineage Labs Seed $4,000,000

2/19/15 Livefyre Series D $47,000,000

2/19/15 Merganser Biotech Series A $28,000,000

2/19/15 Page Vault Undisclosed $1,300,000

2/19/15 Pindrop Security Series B $35,000,000

2/19/15 Prism Undisclosed $2,000,000

2/19/15 Radius Networks Series C $6,500,000

2/19/15 Rocketmiles Undisclosed $20,000,000

2/19/15 Science Undisclosed $20,000,000

2/19/15 ScienceLogic Series D $43,000,000

2/19/15 Sindeo Series A $1,500,000

2/19/15 SkyGiraffe Series A $3,000,000

2/19/15 Springpath Undisclosed $34,000,000

2/19/15 Sqrrl Series B $7,000,000

2/19/15 Transcriptic Series A $8,500,000

2/19/15 TreeRing Series B $3,000,000

2/19/15 Uber Series E $1,000,000,000

2/19/15 Vennli Undisclosed $1,750,000

2/18/15 APImetrics Seed $500,000

2/18/15 Apptimize Series A $4,000,000

2/18/15 Axcient Undisclosed $25,000,000

2/18/15 Better Walk Series A $450,000

2/18/15 BlueTalon Undisclosed $5,000,000

2/18/15 Gilt Groupe Undisclosed $50,000,000

2/18/15 Grovo Series B $15,000,000

2/18/15 inDinero Undisclosed $7,000,000

2/18/15 LoopPay Undisclosed Undisclosed

2/18/15 Luxury Garage Sale Seed $1,500,000

2/18/15 MindBody Undisclosed $1,499,967

2/18/15 MiRagen Therapeutics Undisclosed $8,499,962

2/18/15 Mobeewave Series A $6,500,000

2/18/15 NoRedInk Series A $6,000,000

2/18/15 RapidMiner Series B $15,000,000

2/18/15 StratoScientific Undisclosed $550,000

2/18/15 Tailor Brands Seed $1,100,000

2/18/15 Tealium Undisclosed $30,688,922

2/18/15 Tendril Undisclosed $8,079,778

2/18/15 Ticket Evolution Undisclosed $1,500,001

2/18/15 TraceLink Undisclosed $20,000,000

2/18/15 Verified.Codes Seed $500,000

2/18/15 Voice Seed $280,000

2/17/15 Laguna Pharmaceuticals Series B $30,000,000

2/17/15 Panaya Undisclosed $200,000,000

2/16/15 Blume Distillation Series B $1,000,000

2/16/15 Certica Solutions Undisclosed $3,000,000

2/16/15 CloudCheckr Undisclosed $400,000

2/16/15 Docebo Undisclosed $3,000,000

2/16/15 Endotronix Undisclosed $2,197,273

2/16/15 ePatientFinder Undisclosed $2,600,000

2/16/15 Gummicube Seed $830,000

2/16/15 iDevices Undisclosed $10,000,000

2/16/15 InterviewJet Seed $750,000

2/16/15 Invuity Undisclosed $20,000,000

2/16/15 Kiwi Crate Undisclosed $1,862,659

2/16/15 Mavenlink Undisclosed $14,956,000

2/16/15 NexImmune Undisclosed $1,962,000

2/16/15 Unchained Labs Series A $25,000,000

2/13/15 ActionSprout Undisclosed $1,700,000

2/13/15 Automated Insights Undisclosed Undisclosed

2/13/15 Bivarus Series A $1,900,000

2/13/15 Changing Environments Seed $1,000,000

2/13/15 CloudVelox Series C $15,000,000

2/13/15 Dunwello Undisclosed $100,000

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.

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Small Cap Equity FinanCE aCtivity

< Previous

Date Company Round Funding Amount Date Company Round Funding Amount

Venture Capital Deals Since February 6, 2015

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.

2/13/15 EagerPanda Undisclosed $166,000

2/13/15 Enmetric Systems Series A $1,582,684

2/13/15 Heartflow Undisclosed $35,881,539

2/13/15 Lighthouse eDiscovery Undisclosed $30,000,000

2/13/15 Little Bird Undisclosed $626,119

2/13/15 Message Systems Undisclosed $25,000,000

2/13/15 Moda Operandi Series E $60,000,000

2/13/15 Relationship Science Undisclosed $31,323,237

2/13/15 Relievant Medsystems Undisclosed $3,000,000

2/12/15 Always Prepped Undisclosed Undisclosed

2/12/15 AppFirst Undisclosed $2,175,000

2/12/15 Bento for Business Seed $2,500,000

2/12/15 Bill.com Undisclosed $50,000,000

2/12/15 Conductor Series D $27,000,000

2/12/15 DigiSight Technologies Series B $7,800,000

2/12/15 Hammer & Chisel Series A Undisclosed

2/12/15 Humanity Series B $9,000,000

2/12/15 Miovision Undisclosed $30,000,000

2/12/15 Niche Undisclosed Undisclosed

2/12/15 NinePoint Medical Undisclosed $15,000,000

2/12/15 Thirty Labs Undisclosed $2,000,000

2/11/15 AppDirect Undisclosed $50,000,000

2/11/15 Avizia Undisclosed $3,100,000

2/11/15 BookingPal Series B $5,009,999

2/11/15 Cidara Therapeutics Series B $42,000,000

2/11/15 CoPromote Undisclosed $79,999

2/11/15 Fruit Street Health Seed $800,000

2/11/15 Handll Undisclosed $1,009,505

2/11/15 High Fidelity Undisclosed $10,000,000

2/11/15 Invitae Undisclosed $101,600,000

2/11/15 Iris Mobile Undisclosed $2,483,681

2/11/15 Jet Undisclosed $140,000,000

2/11/15 Laurel & Wolf Series A $4,400,000

2/11/15 Locket Undisclosed $3,200,000

2/11/15 MineralTree Series B $11,100,000

2/11/15 Mortar Data Undisclosed Undisclosed

2/11/15 Move Loot Series A $9,000,000

2/11/15 Moxtra Series A $10,000,000

2/11/15 New Matter Series A $6,500,000

2/11/15 NEXTracker Undisclosed $25,000,000

2/11/15 NVBots Seed $2,000,000

2/11/15 NxThera Undisclosed $3,000,000

2/11/15 Pentaho Undisclosed Undisclosed

2/11/15 Proletariat Series A $6,000,000

2/11/15 Reserve Series A $15,000,000

2/11/15 SemaConnect Undisclosed $15,900,000

2/11/15 Soothe Undisclosed $1,700,000

2/11/15 TrueFacet Undisclosed $1,700,000

2/11/15 TuneGo Undisclosed $1,200,000

2/11/15 WedPics Series B $2,250,000

2/10/15 Akros Silicon Undisclosed $6,299,874

2/10/15 ALICE Seed $3,000,000

2/10/15 Atterx BioTherapeutics Undisclosed $700,000

2/10/15 Borro Undisclosed $19,500,000

2/10/15 Coffee Meets Bagel Series A $6,262,069

2/10/15 CradlePoint Undisclosed $40,000,000

2/10/15 Faraday Undisclosed $750,000

2/10/15 Fetch Robotics Undisclosed $3,000,000

2/10/15 NodeSource Seed $3,000,000

2/10/15 Parklet Seed $1,500,000

2/10/15 Rainforest Seed $4,000,000

2/10/15 SimpleFi Undisclosed $2,500,000

2/10/15 TinderBox Undisclosed $750,000

2/10/15 UrbanStems Seed $1,500,000

2/10/15 Vaxxas Series B $20,000,000

2/10/15 Voltage Security Undisclosed Undisclosed

2/10/15 Wandera Undisclosed $15,000,000

2/10/15 YouMail Undisclosed $2,910,000

2/9/15 AgeneBio Undisclosed $400,000

2/9/15 Aventura Series C $14,000,000

2/9/15 DocuTAP Undisclosed $6,002,195

2/9/15 Immedia Semiconductor Undisclosed $3,200,000

2/9/15 Spotzer Undisclosed $1,173,550

Total: 147

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COMPANY INDEX

A-f

Accella Performance Materials Inc.. . . . . . . . . . . . . . .5

Accuride Corp.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

Adage Capital Management LP. . . . . . . . . . . . . . . . . .1

Advaxis Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Africa Oil Corp.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

Albemarle Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Alston & Bird LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

AQR Capital Management LLC. . . . . . . . . . . . . . . . . . .8

Aratana Therapeutics Inc.. . . . . . . . . . . . . . . . . . . . . . . .3

Arsenal Capital Partners LP . . . . . . . . . . . . . . . . . . . . . .4

AstraZeneca plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

Audax Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Bank of Amerca Merrill Lynch . . . . . . . . . . . . . . . . . . . .8

Big Rock Labs Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

Bonwick Capital Partners LLC . . . . . . . . . . . . . . . . . . . .7

Broadfin Capital LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Carlyle Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5, 8

Carlyle PES LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

CCPM Capital Advisors LLC . . . . . . . . . . . . . . . . . . . . . .5

Cerberus Capital Management LLP . . . . . . . . . . . . . .4

Chandler Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Chromaflo Technologies Corp. . . . . . . . . . . . . . . . . . .5

CHS Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

Citigroup Global Markets Inc. . . . . . . . . . . . . . . . . . . . .7

Coffee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

Coliseum Capital Management LLC. . . . . . . . . . . . . .4

Collabrium Capital Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . .8

Collabrium Japan Acquisition Corp.. . . . . . . . . . . . . .8

Cormorant Asset Management LLC. . . . . . . . . . . . . .1

Credit Suisse Securities (USA) LLC. . . . . . . . . . . . . .7, 8

Danlin Industries Corp. . . . . . . . . . . . . . . . . . . . . . . . . . .5

Deutsche Bank Securities Inc.. . . . . . . . . . . . . . . . . . . .7

Dow Chemical Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Dresner Partners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Dundee Securities Europe LLP. . . . . . . . . . . . . . . . . . .8

Dupont Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Ellenoff Grossman & Schole LLP . . . . . . . . . . . . . . . . .8

Energy Transfer Partners LP. . . . . . . . . . . . . . . . . . . . . .8

Flowchem Ltd.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

FMC Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

40 North. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

g-Z

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

H.I.G. Capital LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Heller Capital Partners . . . . . . . . . . . . . . . . . . . . . . . . . . .6

Hennessy Capital Acquisition Corp.. . . . . . . . . . . . . .4

IGM Resins BV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Incyte Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

Inhance Technologies LLC . . . . . . . . . . . . . . . . . . . . . . .5

Kel-Tech Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Keybanc Capital Markets . . . . . . . . . . . . . . . . . . . . . . . .7

Latham & Watkins LLP . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Macquarie Capital (USA) Inc. . . . . . . . . . . . . . . . . . . . . .7

Merck & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

MFR Securities Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

New Flyer Industries Inc. . . . . . . . . . . . . . . . . . . . . . . . . .4

NRG Energy Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

NRG Yield Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

Octagon Capital Partners LP. . . . . . . . . . . . . . . . . . . . .6

Ogier . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Pareto Securities AS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

PharmAthene Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

Philadelphia Energy Solutions Inc. . . . . . . . . . . . . . . .8

Pine River Capital Management LP . . . . . . . . . . . . . .8

Polar Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

PrinceRidge Group LLC . . . . . . . . . . . . . . . . . . . . . . . . . .8

Quad-C Management Inc. . . . . . . . . . . . . . . . . . . . . . . .5

Quinpario Acquisition Corp. 2 . . . . . . . . . . . . . . . . . . .4

Royal Adhesives & Sealants LLC. . . . . . . . . . . . . . . . . .4

RPM International Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Sectoral Asset Management Inc.. . . . . . . . . . . . . . . . .1

Sol-Wind Renewable Power LP . . . . . . . . . . . . . . . . . .7

T. Rowe Price Associates Inc. . . . . . . . . . . . . . . . . . . . . .1

TPG Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Tronox Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Tullow Oil plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

UBS Securites LLC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

Vinson & Elkins LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Weave . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

Wells Fargo Securities LLC . . . . . . . . . . . . . . . . . . . . . . .7

Williams Capital Group LP . . . . . . . . . . . . . . . . . . . . . . .7

Zhongpin Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

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22 the DeALFLOW RePORt t u e s D Ay F e b R u A Ry 24 2 0 1 5