Presentation

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Formulating your company’s growth strategy? The latest on the JOBS Act, the future of IPOs, and the  capital markets June 21, 2013

Agenda

• • • •

11:45 Welcome Announcement – Jared Guidry 12:00 noon Program Opening – Tony 12:15 p.m. Keynote Presentation – David Weild 12:55 p.m. Closing Announcements - Tony

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Disclaimer

This Grant Thornton LLP presentation is not a comprehensive analysis of the subject matters covered and may include proposed guidance that is subject to change before it is issued in final form. All relevant facts and circumstances, including the pertinent authoritative literature, need to be considered to arrive at conclusions that comply with matters addressed in this presentation. The views and interpretations expressed in the presentation are those of the presenters and the presentation is not intended to provide accounting or other advice or guidance with respect to the matters covered. For additional information on matters covered in this presentation, contact your Grant Thornton LLP adviser.

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Presenter Introduction

David Weild Head of Capital Markets former Vice Chairman of NASDAQ

Grant Thornton LLP 212-542-9979 [email protected] © Grant Thornton LLP. All rights reserved.

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Our Major Contribution: Shedding Light on the Magnitude and Type of Market Structure Problems

“The problems

documented by [Weild & Kim's] studies led to the JOBS Act (HR 3606)." "Broken Markets"

Sal Arnuk and Joseph Saluzzi page 198 FT Press May 2012

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We could be enjoying 950 IPOs/year and < 5% unemployment

The 'U.S. IPOs (Projected)' estimate assumes 520 IPOs per year starting in 1991 with a 3% compound annual growth rate equivalent to the U.S. GDP growth rate. A simple linear regression model was created using historical data to predict the 'U.S. Unemployment Rate (Projected)' based on this number of projected IPOs. Sources: Grant Thornton LLP, Capital Markets Advisory Partners, Dealogic and U.S. Department of Labor Data includes corporate IPOs as of 12/31/11, excluding funds, REITs, SPACs and partnerships

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Major contributor to unemployment Earlier version from A Wake-Up Call for America (November 2009)

1,200 20

1,000

Maximum additional jobs (direct plus private market effect)*

+6.2 million jobs (direct plus private market effect) Maximum additional jobs (direct)

+3.1 million jobs (direct)

15

800

Maximum additional IPOs

600 10

400 5 200

Additional jobs

Domestic companies going public in the U.S.

+9.4 million jobs (direct)

Millions

+18.8 million jobs (direct plus private market effect)

Minimum additional jobs (direct plus private market effect)*

Minimum additional jobs (direct) Minimum additional IPOs

0

0 '91

'92

'93

'94

'95

'96

'97

'98

'99

'00

'01

'02

'03

'04

'05

'06

'07

'08

'09

'10

Actual number of domestic IPOs

'11

*Best estimate of the multiplier effect in the private market of more companies going public Sources: Grant Thornton LLP, Dealogic and the U.S. Department of Commerce Bureau of Economic Analysis Domestic corporate companies going public in the U.S. as of Dec. 31, 2011, excluding funds, REITs and other trusts, SPACs and LPs. Assumes an annual growth rate of 2.57% (U.S. real GDP growth, 1991-2011) and 822 jobs created on average post-IPO (see "Post-IPO Employment and Revenue Growth for U.S. IPOs," Kauffman Foundation).

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What is the problem with Wall Street (from the issuer's perspective)

•

Equity distribution footprint of Wall Street has contracted – –

•

Aftermarket support (Secret: It loses money for Wall Street) –

•

Don't talk to 80% of the relevant institutional audience Retail brokers no longer market single stock ideas

Practice is to create the illusion of support to minimize losses

Siloed – – – – –

Bankers don't talk to analysts much Bankers don't talk to investors directly Analysts don't talk to the right investors Sales ignores all but the high commission paying accounts Sales sees issuers as "product" (not the client)

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Misconceptions: Recent Poll of Asset Managers Even the SEC had overlooked Reg. ATS and the move to electronic markets

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The problem: small IPO erosion before SarbanesOxley First published in Why are IPOs in the ICU? (November 2008) Major U.S. regulations 100%

Transactions raising at least $50 million

90%

Transactions raising less than $50 million

Order Handling Rules

Percentage of total U.S. IPOs

80%

Regulation ATS

70% 60%

Decimalization

50%

Sarbanes-Oxley 40%

Regulation NMS

30% 20% 10% 0% '91

'92

'93

'94

'95

'96

'97

'98

'99

'00

'01

'02

'03

'04

'05

'06

Sources: Grant Thornton LLP, Capital Markets Advisory Partners LLC and Dealogic Data includes corporate IPOs as of Dec. 31, 2011, excluding funds, REITs, SPACs and LPs. © Grant Thornton LLP. All rights reserved.

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'07

'08

'09

'10

'11

The problem: U.S. lost listed companies every year since 1997 First published in A Wake-Up Call for America (November 2009) Percent Change in Number of Listed Companies for Selected Markets Indexed to 1997 (1997=0) 250 1

1 - China 2 - Singapore

200 2

150 3

3 - Hong Kong 4 - Australia 5 - Korea

100

6 - Tokyo 4 5

50

6 7 8 9 10

0

11

(50)

7 - Deutsche Börse 8 - Toronto 9 - London 10 - India 11 - United States

(100) 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

Sources: Weild & Co., World Federation of Exchanges and the global stock exchanges China includes Shanghai S.E. + Shenzhen S.E. India includes National S.E. + Bombay S.E. Based on the number of listed companies at year-end, excluding funds, as of Dec. 2012. © Grant Thornton LLP. All rights reserved. 11

IPOs that are trading at or above issue price 30 days after pricing (Trailing 30 IPOs)

Success rate of IPOs maintaining issue price one month after going public 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% '93

'94

'95

'96

'97

'98

'99

'00

'01

'02

'03

'04

'05

'06

'07

'08

'09

'10

'11

Source: Capital Markets Advisory Partners LLC, All rights reserved Includes only corporate issuers, excluding funds, MLPs, SPACs and REITs. Based on the average success rate of the last 30 filed deals, up to one month ago. A successful deal is defined as trading at or above issue price one month after pricing.

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'12

Understanding the Institutional Investor Base: Wall Street's reach has declined dramatically.

•

80% of commissions from 100 investors – –

• •

Large cap focused Trading oriented

100% of "middle market" institutional sales departments closed Retail brokers now asset gatherers (they no longer market stocks for a living)

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Capital Research

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$0

Lord Abbett & Co. LLC

Citigroup Global Markets (U.S.)

The California Public Employees Retirement …

Artisan Partners LP

State Farm Insurance Co. Asset Management

Russell Investment Group

Barrow, Hanley, Mewhinney & Strauss LLC

ClearBridge Advisors LLC

New York State Common Retirement Fund

Harris Associates LP

Thornburg Investment Management, Inc.

Eaton Vance Management, Inc.

Pyramis Global Advisors LLC

Morgan Stanley Investment Management, Inc.

Goldman Sachs & Co.

Franklin Mutual Advisers LLC

Berkshire Hathaway, Inc. Investment…

Waddell & Reed Investment Management Co.

Wells Capital Management, Inc.

Deutsche Bank Investment Management, Inc.

Credit Suisse (U.S.)

Franklin Advisers, Inc.

Davis Selected Advisers LP

Banc of America Securities LLC

Grantham, Mayo, Van Otterloo Co. LLC

PRIMECAP Management Co.

American Century Investment Management, Inc.

UBS Global Asset Management

Lazard Asset Management LLC

Neuberger Berman LLC

Bank of America Merrill Lynch

Mellon Capital Management Corp.

Janus Capital Management LLC

Morgan Stanley Smith Barney LLC

Jennison Associates LLC

Goldman Sachs Asset Management LP (U.S.)

OppenheimerFunds, Inc.

Bank of New York Mellon Asset Management

Dodge & Cox, Inc.

JPMorgan Asset Management, Inc.

MFS Investment Management, Inc.

Invesco Advisers, Inc.

Columbia Management Investment Advisers LLC

AllianceBernstein LP

TIAA-CREF Asset Management LLC

BlackRock Advisors LLC

Wellington Management Co. LLP

T. Rowe Price Associates, Inc.

Fidelity Management & Research Co.

Equity Assets ($s in Millions)

Large Wall Street firms focus on the Top 50 to 100 firms. Specialists may get to 200. There are 3,000+ reporting.

Top 50 Fundamental Institutions (by assets under management)

$900,000

$800,000

$700,000

$600,000

$500,000

$400,000

$300,000

$200,000

$100,000

14

Capital Research

0%

© Grant Thornton LLP. All rights reserved. Jennison Associates LLC

15 PRIMECAP Management Co.

ClearBridge Advisors LLC

Lord Abbett & Co. LLC

Citigroup Global Markets (U.S.)

The California Public Employees…

Artisan Partners LP

State Farm Insurance Co. Asset Management

Russell Investment Group

Barrow, Hanley, Mewhinney & Strauss LLC

Micro Cap

New York State Common Retirement Fund

Harris Associates LP

Thornburg Investment Management, Inc.

Eaton Vance Management, Inc.

Pyramis Global Advisors LLC

Morgan Stanley Investment Management,…

Goldman Sachs & Co.

Franklin Mutual Advisers LLC

Berkshire Hathaway, Inc. Investment…

Small Cap

Waddell & Reed Investment Management Co.

Wells Capital Management, Inc.

Deutsche Bank Investment Management, Inc.

Credit Suisse (U.S.)

Franklin Advisers, Inc.

Davis Selected Advisers LP

Banc of America Securities LLC

Grantham, Mayo, Van Otterloo Co. LLC

Mid Cap

American Century Investment…

UBS Global Asset Management

Lazard Asset Management LLC

Neuberger Berman LLC

Bank of America Merrill Lynch

Mellon Capital Management Corp.

Janus Capital Management LLC

Morgan Stanley Smith Barney LLC

Large Cap

Goldman Sachs Asset Management LP…

OppenheimerFunds, Inc.

Bank of New York Mellon Asset Management

Dodge & Cox, Inc.

JPMorgan Asset Management, Inc.

MFS Investment Management, Inc.

Invesco Advisers, Inc.

Columbia Management Investment…

AllianceBernstein LP

TIAA-CREF Asset Management LLC

BlackRock Advisors LLC

Wellington Management Co. LLP

T. Rowe Price Associates, Inc.

Fidelity Management & Research Co.

Percentage of Total Equity Assets

However, the focus accounts are large cap dominated and represent a small portion of your target market

Top 50 Fundamental Institutions (by assets under management)

100%

Nano Cap

90%

80%

70%

60%

50%

40%

30%

20%

10%

15

Smaller accounts care about small cap Distribution of fundamentally oriented U.S. institutions in 2010: Equity assets less than $1 billion Each tier = 100* institutions ranked by equity assets (e.g., 1st tier = top 100 institutions) Market Value ≤ $2 billion

Market Value > $2 billion

$1,000,000,000

2010 $800,000,000

Equity Assets

$600,000,000

$400,000,000

$200,000,000

$0 Tier 32

Tier 33

Tier 34

*36th tier = 43 institutions © Grant Thornton LLP. All rights reserved.

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Tier 35

Tier 36

Market Value of Shares Held

$0

Fidelity Management & Research Co. Columbia Wanger Asset Management LLC Waddell & Reed Investment Management… Allianz Global Investors Capital LLC BlackRock Advisors LLC Champlain Investment Partners LLC First Trust Advisors LP St. Denis J. Villere & Co. LLC Frontier Capital Management Co. LLC Citadel Advisors LLC Granahan Investment Management, Inc. The Boston Company Asset Management… Wall Street Associates LLC Riverbridge Partners LLC Sentinel Asset Management, Inc. MFS Investment Management, Inc. Federated Investment Management Co. Lord Abbett & Co. LLC Gagnon Securities LLC Welch & Forbes LLC Ashford Capital Management, Inc. Kalmar Investments, Inc. FIL Investments International Wellington Management Co. LLP Federated Global Investment… Northern Trust Co. of Connecticut Dreyfus Investment Advisors, Inc. Scottish Widows Investment Partnership Ltd. Bank of New York Mellon Asset… Wells Capital Management, Inc. Pictet Asset Management SA Ohio Public Employees Retirement System Ensemble Capital Management LLC Investor AB (Investment Management) Attractor Investment Management, Inc. TIAA-CREF Asset Management LLC Coatue Management LLC New York State Common Retirement Fund Norges Bank Investment Management Cortina Asset Management LLC Aberdeen Asset Management, Inc. P.A.W. Capital Corp. Geneva Capital Management Ltd. UBS O'Connor LLC Washington Capital Management, Inc. Oxford Asset Management LLP William Blair & Co. LLC (Investment… Kopp Investment Advisors LLC Essex Investment Management Co. LLC Oberweis Asset Management, Inc.

Constant Contact Inc.

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Market Cap. $0.66B

Top 50 fundamental institutional investors ranked by market value of shares held are mostly smaller investors that are not the focus of large investment banks $80,000,000

$70,000,000

$60,000,000

$50,000,000

$40,000,000

$30,000,000

$20,000,000

$10,000,000

17 17

$600,000,000,000

$500,000,000,000

$400,000,000,000

$300,000,000,000

$0

Coverage from bulge bracket firms erodes here Fidelity Management & Research Co. Columbia Wanger Asset Management LLC Waddell & Reed Investment Management… Allianz Global Investors Capital LLC BlackRock Advisors LLC Champlain Investment Partners LLC First Trust Advisors LP St. Denis J. Villere & Co. LLC Frontier Capital Management Co. LLC Citadel Advisors LLC Granahan Investment Management, Inc. The Boston Company Asset Management… Wall Street Associates LLC Riverbridge Partners LLC Sentinel Asset Management, Inc. MFS Investment Management, Inc. Federated Investment Management Co. Lord Abbett & Co. LLC Gagnon Securities LLC Welch & Forbes LLC Ashford Capital Management, Inc. Kalmar Investments, Inc. FIL Investments International Wellington Management Co. LLP Federated Global Investment… Northern Trust Co. of Connecticut Dreyfus Investment Advisors, Inc. Scottish Widows Investment Partnership Ltd. Bank of New York Mellon Asset… Wells Capital Management, Inc. Pictet Asset Management SA Ohio Public Employees Retirement System Ensemble Capital Management LLC Investor AB (Investment Management) Attractor Investment Management, Inc. TIAA-CREF Asset Management LLC Coatue Management LLC New York State Common Retirement Fund Norges Bank Investment Management Cortina Asset Management LLC Aberdeen Asset Management, Inc. P.A.W. Capital Corp. Geneva Capital Management Ltd. UBS O'Connor LLC Washington Capital Management, Inc. Oxford Asset Management LLP William Blair & Co. LLC (Investment… Kopp Investment Advisors LLC Essex Investment Management Co. LLC Oberweis Asset Management, Inc.

Total Equity Assets

Constant Contact Inc.

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Market Cap. $0.66 B

68% (34 of 50) of Constant Contact investors are below the priority line of most investment banks.

Issuers that  develop a marketing and distribution quality plan for  their offering can reach the broader market and are much more  likely to succeed.

$200,000,000,000

$100,000,000,000

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Investors Have Cut Allocations to Sub $250 Million Market Cap Companies 1999 vs. 2010 Inflation Adjusted

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Wall Street’s Model Creates Effective Coverage of Large Cap Owners while Essentially Ignoring Small Cap Owners

Source: Weild & Co.; FactSet. Ownership % based on top 2,000 institutional accounts by assets under management. © Grant Thornton LLP. All rights reserved. 20

JOBS Act: Overview

 Title I – Reopening American Capital Markets to Emerging Growth Companies (IPO "on-ramp")  Title II – Access to Capital for Job Creators (elimination of general solicitation)  Title III – Crowdfunding  Title IV – Small Company Capital Formation (Reg A+)  Title V – Private Company Flexibility and Growth (thresholds for SEC registration)  Title VI – Capital Expansion (thresholds for termination)  Title VII – Outreach on Changes to the Law © Grant Thornton LLP. All rights reserved.

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Championing initiatives geared towards improving private placements and public markets Hybrid Public-Private Pure Private

Disclosure Standards •

H.R. 1070 (Reg. A) • H.R. 2930 (crowdfunding)

r ue Iss s t s Co

• • • • • •

Aft erm Su ark et pp ort

Pure Public

H.R. 1070 (Reg. A) H.R. 1965 (banks; 500-2,000 shareholders) H.R. 2940 (general solicitation, Reg. D) • H.R. 3606 (IPO On-Ramp) H.R. 2930 (crowdfunding) H.R. 2167 (increase # of Allowable Shareholders to 1000) H.R. 3606 (IPO On-Ramp)

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JOBS Act: New and emerging practices that support capital markets success

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The JOBS ACT Is Designed to Ease Access to Capital for EGCs Through Six Key Reforms

•

IPO Reforms: –

New category of issuer called an Emerging Growth Company (EGC) - less than $1 billion in revenues • Confidential review of draft registration statements by the SEC prior to public filing Testing the waters • • Integration disintegration • Pre-market research coverage (subject to SEC final rules)

Simple Compelling Story

Complex or High Valuation

Small Brand

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Big Brand 24

New Rule 506(c) Will Allow for General Solicitation But Most Offerings Placed with Less Than 30 Investors •

Rule 505 and Rule 506 exemptions allow for sale of securities to an unlimited number of accredited investors and up to 35 non-accredited investors as long as solicitation, resale and information requirements are met

•

The JOBS ACT Rule 506(c) permits the use of general solicitation to offer and sell securities as long as the issuer takes reasonable steps to verify that all purchasers are accredited investors for Rule 506 sales or QIBs for Rule 144A sales

•

Historically almost 90% of Reg D offerings were placed with 30 or fewer investors and 90% of all Reg D offerings had NO non-accredited investors so not clear how much this will change with Rule 506(c)

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Source: Capital Raising in the U.S.: The Significance of Unregistered Offerings Using the Regulation D Exemption, Vlad Ivanov and Scott Bauguess, February 2012, page 6. (data for period 2009 – 2011Q1)

The Crowd

 roducts (e.g. Crowdfunding of products via Kickstarter)  ecurities  Reg. D  Crowdfunding ($1 mm cap)  Crowdfunding and IPOs

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SEC & Congress: Future direction

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2013 "Tick Sizes" dropped from 25 cents to 1 cent per share. All but the largest long-term investors had to become self-directed. Wall Street no longer had an economic model to actively cover most stock investors.

Small tick sizes, commission compression and electronic trading together caused a collapse

As popularized by free market economist Milton Friedman: "There's no such thing as a free lunch." Small-cap companies and capital formation Before 1997

After 2001

% change

Tick sizes (“bankable spread”)

$0.25 per share

$0.01 per share

-96%

Retail commissions

$250 per trade

$5 per trade

-98%

Investment banks (acting as a bookrunner)

167 (1994)

39 (2006)

-77%

Small company IPOs

2,990 (1991–1997)

233 (2001–2007)

-92%

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"All this trading creates nothing, creates no value, in fact it subtracts from value." -John Bogle Founder of The Vanguard Group

Stock markets and investment banks no longer effectively support small-cap companies in the aftermarket

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This creates a "Vicious circle" or "Domino effect" and causes declines in capital inflows to private companies

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While 81% of all public companies are sub-$2 billion in market value… Comment letters to the SEC Concept Release on Equity Market Structure made the point that spreads in the Russell 2000 have not declined materially while S&P 500 spreads have declined materially. This supports the conclusion that market structure harmed dealers, institutions and small-cap issuers.

Percentage of total number of listed companies 100%

80%

60%

52.0%

81.1% of listed companies

Russell 2000: 50th percentile: $476.5 million

S&P 500: 50th percentile: $12.1 billion

Largest co. MV: $4.6 billion

Largest co. MV: $623.6 billion

50th+ percentile %age of total Russell 2000 MV: 82%

50th+ percentile %age of total S&P 500 MV: 87.3%

40%

15.6%

20%

13.5%

12.5% 6.4%

0%

Nano-cap (sub $100 million)

Micro-cap ($100 to $500 million)

Small-cap ($500+ to $2 billion)

Mid-cap ($2+ billion to $10 billion)

Sources: Grant Thornton LLP and Capital IQ Includes NASDAQ, NYSE (including AMEX) and OTC listings. Corporate issuers only, excluding holding companies, funds, MLPs, SPACs, REITs and other trusts.

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Large-cap ($10+ billion)

…sub-$2 billion companies represent only 6.6% of total public company market value Given the disparity in the size of small-cap stocks, a “reasonable practitioner” must conclude that a onesize-fits-all market structure for large- and small-cap stocks will always be less than optimal for one or both groups of stocks. The only real question is, “How should market structure vary?” Percentage of total public company market value 100%

80%

60%

6.6% of total market value

Russell 2000: 50th percentile: $476.5 million

S&P 500: 50th percentile: $12.1 billion

Largest co. MV: $4.6 billion

Largest co. MV: $623.6 billion

50th+ percentile %age of total Russell 2000 MV: 82%

50th+ percentile %age of total S&P 500 MV: 87.3%

74.3%

40%

19.1% 20%

5.0% 0%

1.3%

0.3%

Nano-cap (sub $100 million)

Micro-cap ($100 to $500 million)

Small-cap ($500+ to $2 billion)

Mid-cap ($2+ billion to $10 billion)

Sources: Grant Thornton LLP and Capital IQ Includes NASDAQ, NYSE (including AMEX) and OTC listings. Corporate issuers only, excluding holding companies, funds, MLPs, SPACs, REITs and other trusts.

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Large-cap ($10+ billion)

Increasing aftermarket incentives through increases in 'tick sizes' will help rebuild the ecosystem to shift cash into small cap stocks.

Increased economic incentives (e.g., tick sizes) are the third leg to the stool

Improved issuer communication with investors

Lowered cost for issuers





Improve economic incentives to support especially small-cap stocks (increases in tick sizes) © Grant Thornton LLP. All rights reserved.

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SEC issued its study on the impact of decimalization on capital formation (as required by Congress)

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Grant Thornton issued its study on the impact of decimalization on capital formation Request a copy at www.grantthornton.com/ticksizes

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Microsoft IPO: $58,695,000 | March 13, 1986 Underwriter table from final prospectus 116 underwriters (p. 1 of 3)

Source: Microsoft IPO Final Prospectus, Capital Markets Advisory Partners, LLC.

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Microsoft IPO: $58,695,000 | March 13, 1986 Underwriter table from final prospectus 116 underwriters (p. 2 of 3)

Source: Microsoft IPO Final Prospectus, Capital Markets Advisory Partners, LLC.

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Microsoft IPO: $58,695,000 | March 13, 1986 Underwriter table from final prospectus 116 underwriters (p. 3 of 3)

Source: Microsoft IPO Final Prospectus, Capital Markets Advisory Partners, LLC.

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LinkedIn IPO: $352,800,000 | May 18, 2011 Underwriter table from final prospectus 5 underwriters

Source: LinkedIn IPO Final Prospectus

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What to expect going forward

• Focus on JOBS Act Implementation • • •

•

Crowdfunding Reg. A+ Reg. D (general solicitation)

Pilot to increase 'tick sizes'

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Issuer Best Practices

• Be skeptical of Wall Street • •

Sell only what they have to sell In siloes

• Identify, qualify and target institutional investors directly • Invest the time to develop relationships with 20-40 key investors • Engage issuer-aligned capital markets expertise (not a firm or individual that makes their living from investor commissions)

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Any final questions or comments?

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Contact the Presenter

David Weild Head of Capital Markets former Vice Chairman of NASDAQ

Grant Thornton LLP 212-542-9979 [email protected] © Grant Thornton LLP. All rights reserved.

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