News, INformaTIoN aND aNalysIs of small Cap …News, INformaTIoN aND aNalysIs of small Cap equITy...

China Auto Logistics Inc. says it will fight the Depository Trust Co.’s plans to place a global lock on its stock, an ac-tion that the company charges the DTC is taking because China Auto is Chinese.

“Quite simply, we see the DTC’s action as a matter of throwing out the baby with the bathwater,” said China Auto chairman Shiping Tong, in a statement. “I have to ask, is this really based on our being a China-based com-pany more than anything else?”

The DTC is responsible for providing clearing and settlement services as well as custody of securities for U.S. financial markets. It can dry up liquidity in a stock by placing a “chill” on shares, where the DTC will not accept any new deposits of the security, or it can issue a “lock” where it suspends book-entry services, shutting down electronic trading in the stock.

China Auto received a 66-page document July 17 from the DTC, announcing its intention to place a global lock on the stock. The Tianjin, China-based company sells luxury cars, provides auto-related services and sells used cars. Its shares, traded on Nasdaq Global Select Market under the ticker CALI, have fluctuated from a 52-week high of

$6.89 to a low of $1.70. On Friday, the closed at $1.83. The company’s claim that the DTC has singled it out

because it is Chinese is tempered by the realities of scan-dals surrounding some China-based companies.

“We are fully aware that perhaps a disproportion-ate number of China-based companies that came public in the U.S. in recent years have been accused of, and in some cases found guilty of serious improprieties, while others simply have been chased away after the harshest imaginable treatment by the media and some very ag-gressive short sellers,” Tong said. “Our Company, how-ever, nevertheless has strived to maintain its U.S. listing, and communicates openly and regularly with our share-holders with the hope that their patience ultimately will be rewarded by the bright future we still see ahead in an improving economic environment.”

The DTC letter to China Auto, obtained by The Deal, cited a May 5 lawsuit that the Securities and Exchange Commission filed against S. Paul Kelley, George Tazbaz, Roger Lockhart, Robert Agriogianis and Shawn Becker. The SEC alleged that the group made a deal with the

Complete index to the latest news page 2

Virtus Oil and Gas Corp., an oil and gas exploration company with assets in Utah, is being touted in a paid advertisement as a $1 stock with assets worth $44.05 a share.

Virtus is disassociating itself from the ad.The advertisement was written and published last month by Charles Moskowitz, the editor and publisher

of the Moskowitz Report, a stock promotion newsletter. Moskowitz is president and owner of MoneyInfo LLC, which hosts a weekly radio show on WPSL AM 1590 in Port St. Lucie, Fla., and also streams the show on the Internet. He also writes a weekly newsletter for Princeton Research Inc. in Boston.

Los Angeles- and Houston-based Virtus also has been promoted to investors through cold calls from Core Consulting Group Inc. in Walnut Creek, Calif.

“Virtus Oil and Gas is not associated with the authors of any of the third party reports or newsletters,” the company said in a statement last month. “The report contains a number of subjective conclusions and value assessments, about which the company makes no comment. Shareholders, potential investors and other inter-ested parties should refer to official company news releases and SEC filings for the most current and accurate

Virtus Oil issues warning about adby dan lonkevich

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virtus continued on page 4 >

by bill meagher

aegerion Pharma selling $300m in notesAegerion Pharmaceuticals Inc., a developer of drugs to reduce cholesterol, is raising a larger-than-expected $300 million from a private placement of convertible notes to institutional buyers. The new capital may be used for acquisitions. Aegerion had previously announced its intention to sell $250 million of the five-year notes, which will pay 2% interest and convert into stock at $41.175 a share. The conversion price is a 35% premium to the price where Aegerion shares closed on Aug. 11. Shares of Aegerion, which trade on the Nasdaq Global Select Market, fell 63 cents to $29.87 in mid-afternoon trading on Aug. 12, after the company raised the larger amount. page 7

DtC continued on page 3 >

Companies continue fight over DTC locksChina Auto Logistics claims DTC is singling out China-based companies

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

AUGUST 19, 2014

VOLUME III, NO. 28

close print back < index > cover search view

INDEX

MARKET UPDATE

01 Companies continue fight over DTC locks.

01 Virtus Oil warns investors about third-party ad.

05 BTIG building investment banking business.

06 Real estate investor AR Capital backing SPAC.

DEALFLOW

07 Aegerion Pharmaceuticals selling $300M in convertible notes.

07 EnerNOC raises $160M in convertible note offering.

08 Imperial Metals raising $100M in private placement.

08 Capital Z leads $75M recap of Centrue Financial.

09 Rightside Group receives $60M in credit facilities.

09 BuzzFeed round throws cold water on IPO talk.

09 Delivery Agent seeks more deals, weighs IPO.

10 Silk Road raises $15M as it begins clinical trial.

10 FAB Universal internal probe clears company, mostly.

11 Corindus Vascular Robotics raises $2M, goes public.

REGULATORY UPDATE

12 SEC drops fraud charges in settlement with penny stock investors.

13 SEC moves to revoke registrations of Nautilus shell companies.

13 Broker in alleged football scam is banned from securities industry.

DATES & DEADLINES14

SMALL CAP EQUITY FINANCE ACTIVITY15

ISSUER INDEX29

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2 the DeALFLOW RePORt t u e s D Ay A u g u s t 1 9 2 0 1 4

MARKET UPDATE

management of China Auto to cover the cost of bringing the company public through a reverse merger in November 2008, and the costs of be-ing a public company for two years after, in ex-change for 30% equity in the company.

The SEC action also accuses Kelley and his group of similar conduct in bringing Guanwei Re-cycling Corp. public in a reverse merger. Guan-wei received a letter from the DTC on July 18 announcing its intention to lock up shares in the company. The company said the DTC’s planned lock is unfair and will damage shareholders, es-pecially since the DTC made no allegations that Guanwei had done anything wrong.

The SEC lawsuit against Kelley and the oth-ers does not name China Auto, Guanwei or any of their officers or directors as defendants.

Guanwei is listed on the Nasdaq Capital Market under the symbol GPRC. Its shares have traded as high as $3.88 and as low as 37 cents over the last year. On Friday, the stock closed at 74 cents.

The DTC letter to China Auto includes a chart outlining sales from Sept. 8, 2008, to April 12, 2011, by members of Kelley’s group and as-sociated offshore entities totaling 3.9 million unregistered shares. The DTC alleges that the stock sales violated Section 5 of the Securities Act. The regulation dictates that securities must be registered with the SEC before they are sold or distributed, unless the stock qualifies under an exemption. According to DTC regulations, shares issued in violation of Section 5 are not eligible for book-entry services. In the letter, the DTC said the Section 5 violation was the reason it was applying a global lock to China Auto.

The DTC’s letter does not make any specific allegations about China Auto or its conduct.

The SEC’s lawsuit against Kelley’s group al-leges that they manipulated shares in both com-panies by trading at successively higher prices to bid up the price of the stock and induce others to buy in, coordinating trading between mem-bers of the group, and submitting trade orders near the close of the market to affect the closing price.

The group also allegedly paid a dozen dif-ferent stock promoters to pump up the value of shares in both companies before the group be-gan dumping its shares into the open market.

Kelley, Lockhart and Agriogianis agreed to

settlements with the SEC. Kelley agreed to dis-gorge $2.83 million plus interest of $560,812.47 and pay a penalty of $2.83 million. Lockhart is disgorging $1.82 million plus $332,268.15 in in-terest and paying a $1 million penalty. Lockhart also consented to a bar from participation in penny stock offering.

Agriogianis entered into a cooperation agreement with the SEC, the commission said in a statement. He agreed to a penny stock bar. Financial sanctions will be determined by the court at a later date.

Kelley, Lockhart and Agriogianis agreed to the settlements without admitting or denying the allegations.

The SEC’s litigation continues against Becker and Tazbaz.

DTC representatives declined to be inter-viewed for this story.

Critics of the DTC have charged that compa-nies that have been the subjects of freezes and locks have not always been notified of the ac-tions, and that the DTC has been non-responsive when confronted by the companies.

China Auto has retained Gary Emanuel, an associate with law firm Sichenzia Ross Fried-man Ference LLP, to represent the company be-fore the DTC. Tong said his company will vigor-ously fight the DTC.

“It is patently unfair that our current share-holders should be made to bear the brunt of the SEC enforcement action for past actions by of a group of allegedly unscrupulous individuals,” he said. “Nor should our China-based company be so severely punished after years of willing com-pliance with all applicable U.S. regulations, and shares that have been listed on the Nasdaq since January 2010.”

Sichenzia, through Emanuel and partner Har-vey Kesner, has made representation before the DTC something of a specialty practice in recent years. The New York-based firm has successfully lifted locks on behalf of Native American Energy Group Inc., Adavaxis Inc., MusclePharm Corp. and Bullfrog Gold Corp.

Guanwei is represented by another member of the Sichenzia firm, partner Jay Kaplowitz. Ka-plowitz said the letter his client received from the DTC is almost the samr

“The whole thing is outrageous,” Kaplowitz said. “All the DTC is doing is increasing the num-ber of people that are hurt by this.”

While Kaplowitz would not discuss what le-

gal strategies Guanwei might pursue with the DTC, he did not dispute the DTC’s conclusion that the Kelley group’s stock sales violated Section 5 of the Securities Act.

“The DTC is right, but it happened years ago and you can’t tell the shares apart,” Kaplowitz said. “The shares are shares. They’re fungible. But in the same breath, the DTC says that six months after this is decided, then shares may be deposited. But the shares will be commingled in the same way they are commingled now, so what is the point?”

He also noted that Guanwei is not accused of wrongdoing, in the DTC’s letter about the global lock.

“You can say they were naive or taken ad-vantage of, but you can’t say they did anything wrong,” Kaplowitz said.

Emanuel says that his representation of China Auto is, in some ways, different from the previous cases in which Sichenzia has squared off with the DTC.

“This is a revenue generating company that is traded on the Nasdaq, rather than over the coun-ter, with a broad base of innocent shareholders that stand to be injured by DTC’s actions,” he said.

China Auto and Emanuel have already se-cured a time extension from the DTC. Originally, the DTC had given the company 20 business days, or until Wednesday, to file a response to the DTC’s plan to institute a global lock. China Auto now has until Sept. 12, according to Eman-uel.

In a statement after the extension was grant-ed, Tong said, “We remain staunchly opposed to DTC’s harmful decision to impose a ‘global lock’ on CALI shares, particularly in view of the fact that the company has not been accused of any wrongdoing, and current shareholders of CALI are far removed from the purported actions of the individuals alleged by the SEC to have traded the shares illegally in the past.”

Emanuel would not lay out China Auto’s full strategy, but he did offer a hint of how the com-pany planned to make its case to the DTC.

“Given the far-reaching consequences of a chill, both on innocent shareholders and the company, DTC’s proposed rules fail to satisfy constitutional due process requirements by not providing for an oral hearing before the DTC

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MARKET UPDATE

information available for the company.”According to an investor presentation, Virtus

is acquiring assets in Utah, earmarking espe-cially shallow and less developed areas. It also is considering assets in Louisiana and Texas.

CEO Rupert Ireland didn’t return several tele-phone calls seeking comment.

Ireland, a 36-year-old U.K. citizen, lives in Santa Monica, Calif. He became CEO of Virtus in June after buying a 60% stake from Daniel M. Ferris of Beverly Hills, Calif., for $180,000 in cash and a $1.82 million promissory note. Ferris, 32, had been president of Virtus since 2012.

When he sold the company, Ferris also for-gave $47,749 in loans he had made to Virtus.

Ferris also couldn’t be reached for comment.Prior to Ireland taking over Virtus, the compa-

ny agreed in May to pay $168,215 to Tom Johnson and Bill Berryman and the owners of Tidewater Oil and Gas Co. LLC for an 87.5% working in-terest in the Parowan Prospect, which includes oil and gas leases covering 18,690 acres in Iron County, Utah.

Tidewater retained a 12.5% working inter-est in the leases. Virtus agreed to pay the cost of drilling and completing a 12,000-foot vertical test well in by September 2015.

James Jones, the founder and manager of Tidewater, said in an interview that he wasn’t fa-miliar with the promotion of Virtus.

“Any kind of speculation like that I don’t know where they’re pulling their information from,” he said. Oil and gas business “has an intrinsic amount of risk and you can always lose your money.”

Jones said he was “proud” that he was able to get the deal with Virtus done after his work as-sessing the Parowan Prospect was “validated” by the “renowned” oil and gas consulting firm Gustavson Associates LLC.

Jones said Virtus will need about $2.5 million to complete the drilling necessary to assess the property.

Virtus’s Ireland has no previous experience running an oil and gas company. Before joining Virtus, he was head of trading at Paris-based in-stitutional brokerage firm CARAX SA.

Virtus CFO Steven Plumb was previously the CFO of the former Bering Exploration Co. Bering Exploration completed a reverse merger with pri-vately held Breitling Oil & Gas Corp. in December and is now known as Breitling Energy Corp.

The Moskowitz Report promotion of Virtus suggests, among other things, that “Virtus may have just beat a group of Industry Titans to the punch on what could prove to be a Major U.S. Oil Find—Parowan Project, Utah.”

The ad claims that Virtus recently disclosed an independent property assessment by Gustav-son Associates “confirming a low-end resource estimate of 266 million barrels of oil.

“Even at just 10% of that low end resource es-

timate, Virtus is looking at a prospective resource of 26.6 million barrels valued at over $2 billion or $44.05 per VOIL Share!”

Moskowitz notes that the resource estimate was calculated “by none other than the firm’s vice president and chief reservoir engineer.” He doesn’t identify the executive by name.

Letha Lencioni, whose title is vice president and chief reservoir engineer at Gustavson, de-clined to comment.

Shares of Virtus, which trade over the counter under the symbol VOIL, close at $1.45 on Thurs-day, giving it a market value of $70.8 million. The shares have traded between 2 cents and $1.45 over the past year.

Moskowitz urges investors to purchase Virtus up to $2 a share.

“Buy VOIL Now Up to $2,” he wrote. “This un-discovered stock in America’s Top Super-Field is poised to surge above $7 where you’ll be protect-ing gains on the way to $44+ per share.

“In my opinion, VOIL should already be trading multiples above its current price range,” Moskow-itz says. “With a low-end—and I repeat LOW-END resource estimate of 266 million barrels in the heart of a major developing area-play right here on America soil; I believe my early identification of Virtus’s incredible upside will cement my lega-cy as a legendary stock picker.”

Moskowitz says that Virtus’s acreage “holds

< virtus from page 1

similar to the types of hearings that are con-ducted before an exchange delists a company,” Emanuel said.

The call for a hearing echoes the comments that he and Kesner have submitted to the SEC regarding the DTC’s policies on global locks and chills. After the DTC issued a November 2013 white paper on proposed regulations and a re-lated rules submission to the SEC in December, the Sichenzia attorneys wrote a series of letters to the commission.

The white paper followed what has become a landmark case when it comes to DTC chills. In 2012, International Power Group Ltd. appealed to the SEC after the DTC refused the company’s request for a hearing regarding a chill. The SEC

said that the DTC needed to adopt fair proce-dures regarding how chills were applied in the future.

The seven-page DTC document says that securities-issuing companies will be notified in writing of any proposed chill or lock and will have a reasonable time frame to respond, condi-tions for removing a chill or lock will be spelled out, and that the DTC will respond in a timely manner and be available to issuers to resolve the problem.

The letters that followed the white paper have made it clear both that DTC critics still feel it has not found an acceptable method for re-solving chills and locks and that the DTC feels there is no need to grant regular hearings.

The letters from Sichenzia focus on the need for the SEC to amend DTC rules to include a

stipulation that issuers subject to a chill or lock be afforded a hearing before the DTC before any action takes place, suggesting that not only do DTC regulations call for such an action, but that failure to do so could represent a violation of due process rights.

The DTC, through its deputy general counsel Isaac Montal, has told the SEC that it does not believe it needs to hold hearings.

“In again urging the DTC provide full eviden-tiary hearings in connection with Deposit Chills and Global Locks, Sichenzia ignores the essen-tial point that Deposit Chills and Global Locks do not present the type of factual disputes that require or justify a trial-like dispute resolution process,” he said in a May letter to the commis-sion. n

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MARKET UPDATE

the pole-position” in the race against other oil and gas companies including EP Energy Inc., Marathon Oil Corp., Devon Energy Corp., Ana-darko Petroleum Corp., Chief Oil & Gas LLC and EOG Resources Inc.

In a legal disclaimer on the advertisement, Moskowitz discloses that he was paid $5,000 by YXIME Partners Ltd., which paid all the costs as-sociated with creating, printing and distributing the ad. The total costs paid by YXIME were not

disclosed.“The publisher has not undertaken to deter-

mine if YXIME Partners Ltd. is or intends to be in the future directly or indirectly a shareholder of Virtus Oil & Gas Corp.,” the disclaimer states. “The publisher may receive revenue, the actual amount of which cannot be determined to any degree of certainty, as a result of this advertising effort and the accompanying subscription offer.”

The Moskowitz Report ad also notes that bil-lionaires Leon Black, the CEO of Apollo Global Management LLC, and Len Blavatnik, the CEO of

Access Industries, have made a bet on a rival of Virtus in the Uinta Basin of Utah, EP Energy.

“In super-stealth fashion, multi-$billionaires Leon Black and Len Blavatnick have been back-ing EP Energy’s entry into Utah,” the ad states. “Do they know something we don’t or are they just seeing the same thing we’re seeing: $Tril-lions in oil-production potential in Utah’s Central Overthrust Region.”

Chris Beattie, a spokesman for Blavatnik and

BTIG LLC, a privately held U.S. brokerage with investments from China’s Citic Securities Co. and Goldman Sachs Group Inc., is planning to build a new investment banking business under the leadership of a team of former Lazard Capital Markets LLC executives and bankers.

William Buchanan, the former CEO of Lazard Capital Markets, came aboard BTIG last month as head of investment banking, along with his La-zard Capital Markets partner Graham Powis, who joined as head of equity capital markets. Buch-anan will be reporting to BTIG COO Anton LeRoy.

Buchanan said in an interview that he and Powis will be joined by another former Lazard Capital Markets colleague, Mike Fontaine, who will be head of the equity syndicate desk.

Fontaine will be the fourth former Lazard Capital employee to join BTIG. Sean Lavin, a re-search analyst at Lazard Capital covering medi-cal technology companies, was the first to join BTIG as a senior research analyst and managing director, last November.

In addition, Buchanan said he plans to hire five to 10 senior bankers over the next year to build out BTIG’s investment banking business in the hopes of taking advantage of the firm’s little known but successful distribution network.

Buchanan said BTIG is currently in talks with bankers, including several who formerly worked for Lazard Capital.

BTIG has arranged at least 11 private-invest-ment-in-public-equity financings worth $501.2 million since 2011, according to PrivateRaise,

The Deal’s data service that tracks PIPEs that raise at least $1 million.

BTIG has offices across the U.S. and overseas affiliates in London, Hong Kong, Singapore and Sydney. The firm employs more than 450 people. It was formed in 2005 through the merger of San Francisco -based Baypoint Trading and New York-based Bass Trading.

Goldman Sachs invested in BTIG in 2008, while Citic’s investment was made in April.

Buchanan said BTIG doesn’t expect to be a consolidator of investment banking businesses. The firm “prefers to build rather than buy,” he said.

In the meantime, Buchanan said BTIG plans to focus its investment banking business on emerg-ing growth industries including healthcare, tech-nology, consumer and retail, financial services and industrial.

The firm believes that its “high-touch” distri-bution system will enable it to “outcompete” bou-tique investment banks such as JMP Group Inc., Cowen & Co. and Guggenheim Securities LLC, Buchanan said.

BTIG has “been recognized as one of the fast-est growing institutional platforms” in the busi-ness, Buchanan said.

“This is serious distribution power. In a mar-ket that’s volatile, the most important factor for companies raising money to consider is distribu-tion. BTIG is a distribution powerhouse looking for companies interested in capital raising.”

Buchanan said that BTIG’s distribution net-work benefits from “a strong team culture and a

very serious performance-based culture. Senior people come here to practice their craft. It’s con-sistent with what we previously had at Lazard Capital Markets.”

Buchanan will run BTIG’s investment banking business from New York, although he said bank-ers will be equally distributed between New York and San Francisco, because those are the two biggest hubs of entrepreneurial activity in the U.S.

The former Lazard Capital executive left the firm last October at the end of a strategic review, which culminated in a decision not to sell the company.

Lazard Capital is currently led by William Rosenberg. The firm used to provide research, sales and trading and underwriting of equity, fixed income and convertible securities. It was spun off from Lazard when the late Bruce Was-serstein took the merger and acquisition advisory firm public in 2005.

Although Lazard Capital is a separate legal entity, it retains a business alliance with Lazard.

Buchanan said Lazard Capital was owned by more than 100 investors who decided to effec-tively exit the business.

“Shareholders effectively dissolved it,” he said, likening the situation to a summer house owned by 10 people who can’t agree on whether to keep the property or sell it. “I stayed until the end of October when it became clear it was go-ing to be dissolved. We stayed as long as we did to help people get jobs. Ultimately, 95% of the people left.” n

BTIG building investment banking business

by dan lonkevich

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< PrEvIOUs



MARKET UPDATE

AR Capital Acquisition Corp., a special purpose acquisition company sponsored by real estate in-vestment firm AR Capital LLC, has registered for a public offering to raise $345 million.

AR Capital Acquisition will offer 30 million units, each consisting of one share and one-half of a stock purchase warrant, for $10 each, ac-cording to a Aug. 11 filing with the Securities and Exchange Commission. The underwriters may of-fer up to another 4.5 million units to cover overal-lotments.

The warrants will have an exercise price of $11.50 and a five-year term. Holders will not be able to exercise them until the later of 30 days af-ter the SPAC completes a business combination or 12 months after the IPO.

Special purpose acquisition companies are blank-check companies created to raise capital in IPOs for the purpose of acquiring an operating company.

The SPAC’s sponsor, AR Capital LLC, is a man-ager of public investment vehicles that focus on real estate. The New York-based firm has previ-

ously sponsored real estate investment trusts including American Realty Capital Properties Inc., American Realty Capital Healthcare Trust Inc. and New York REIT Inc., and the ARC Income Funds series of mutual funds.

AR Capital LLC will retain a 20% stake in AR Capital Acquisition after the IPO. AR Capital LLC has also committed to buy 7.75 million AR Capi-tal Acquisition warrants for $1 each in a private placement at the time of the IPO.

AR Capital LLC cofounders Nicholas Schorsch and William Kahane will serve as chairman and CEO, respectively, of the SPAC.

AR Capital Acquisition said it has not targeted a specific industry or niche for a possible merger, but has identified criteria for the transaction. The merger target will have significant post-deal growth possibilities, unrealized value not recog-nized by the market, and an attractive risk-ad-justed return profile, according to the SEC filing. The eventual merger will carry a value of at least 80% of the funds raised in the offering.

SPACs typically seek shareholder approval for their mergers, and offer investors the opportu-

nity to redeem their shares if they do not approve of the business combination or if the SPAC fails to complete a merger by a pre-determined dead-line.

AR Capital Acquisition said it will offer share-holders the opportunity to redeem their shares even if the SPAC does not hold a shareholder vote on its business combination and shareholders will be able to redeem their shares even if they vote in favor of the merger. AR Capital Acquisition set a two-year deadline to complete a merger.

Citigroup Global Markets Inc. and Laden-burg Thalmann & Co. are underwriting the IPO.

The underwriters will receive a $6 million commission, or $6.9 million if overallotments are fully exercised.

Joel Rubenstein with the law firm of McDer-mott Will & Emery LLP is advising AR Capital Acquisition and Bruce Mendelsohn and Alice Hsu of Akin Gump Strauss Hauer & Feld LLP are ad-vising the underwriters.

The SPAC has applied to list its shares on the Nasdaq Capital Market under the symbol ARCA. n

Real estate investor AR Capital backing SPACIPO to raise $345 million

by bill meagher

Access Industries, and Fran McGill, a spokesman for Black and Apollo, both declined comment.

The advertisement also cites figures from the U.S. Geological Survey, which estimated the in-place resource for the Uinta Basin at 1.32 trillion barrels, only slightly lower than the estimated 1.53 trillion barrels for the adjacent Piceance Ba-sin to the east in Colorado, which is thought to be the richest oil shale deposit in the world.

However, the advertisement left out the U.S. Geological Survey’s observation, in a report on the Uinta Basin, that the area of oil shale there is much larger than that of the Piceance Ba-sin—3,834 square miles, compared with 1,335 square miles .

Jones dismissed the U.S. Geological Survey report as just a “third party assessment.” He said the oil and gas business requires “vision” and perseverance to succeed. He cited the example

of wildcatter Sam Gary’s exploration of the Bell Creek field in eastern Montana in the 1960s.

“Sam Gary drilled 39 dry holes in a row and decided to drill one more even though it would have bankrupted him and it hit,” Jones said. “All because of vision. It turned out to be a $1 billion discovery.”

Moskowitz didn’t respond to several e-mails requesting comment.

Virtus’s financial condition reveals a company that had only $632 in cash as of May 31, no rev-enue and losses totalling $1.66 million since its inception in 2009. Virtus’s auditor warned, in the company’s latest financial statement, that Virtus might not be able to continue as a going concern and that it will need to raise new equity or debt.

The company was originally formed as Curry Gold Corp. It had planned to operate and fran-chise food trucks in Switzerland that would serve German immigrants with a German snack food known as Currywurst, according to SEC filings.

Curry Gold had said it planned to expand later into New York, Washington, Boston and Chicago because those cities had the largest populations of German tourists and expatriates in the U.S.

In July 2012, the company abandoned plans to enter the catering van business and became an oil and gas exploration and production company.

Core Consulting Group runs a website called WallStreetWins.com, which currently is touting two stocks: Development Capital Group Inc. and KonaRed Corp.

Core Consulting CEO Paul DeRiso didn’t re-turn several telephone calls seeking comment.

A day trader who asked not to be identified said that a representative from Core Consult-ing Group had been calling him and e-mailing him since June, first about Development Capital Group and more recently about Virtus.

“They say buy on the dips on VOIL,” the trader said. “It worked. It bottomed out for a while and then it boomed a little.” n

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DEALFLOW

EnerNOC raises $160M in convertible note offering

EnerNOC Inc., a provider of software for the en-ergy industry, is raising a larger-than-expected $160 million in a private placement of convert-

ible senior notes to institution investors to fund its expansion through possible acquisitions and investments in other businesses.

Boston-based EnerNOC had announced on Aug. 11 that it planned to raise $130 million in the private placement, which under Rule 144A

was limited to qualified institutional buyers with at least $100 million in assets under man-agement.

On Wednesday, the company said it had in-

Aegerion Pharmaceuticals Inc., a developer of drugs to reduce choles-terol, said it is raising a larger-than-expected $300 million from a private placement of convertible notes to in-stitutional buyers.

The new capital may be used for acquisitions.

Cambridge, Mass.-based Aegerion had previously announced on Aug. 11 its intention to sell $250 million of the five-year notes, which will pay 2% interest and convert into stock at $41.175 a share.

The conversion price is a 35% pre-mium to the price where Aegerion shares closed on Aug. 11.

Shares of Aegerion, which trade on the Nasdaq Global Select Market, fell 63 cents to $29.87 in mid-afternoon trading on Aug. 12, after the company announced it had raised the larger amount.

If all of the notes are converted into stock, they will represent about a 33.3% stake in Aegerion, based on its market capitalization of $901.2 million as of Aug. 11.

The unregistered offering is being made under Rule 144A of the Secu-rities Act. Only institutional investors with at least $100 million in assets under management can invest in Rule 144A transactions.

Aegerion also granted the initial purchasers an option to buy an ad-ditional $45 million in notes.

The company did not identify a placement agent for the transaction.In connection with the private placement, Aegerion entered into

hedging transactions with counterparties that include one or more of the initial purchasers to reduce potential dilution from the conversion of the notes.

Aegerion also entered into privately negotiated warrant transactions

with the hedge counterparties. The company said the warrant transac-tions could have a dilutive effect to the extent that the market price of Aegerion stock exceeds the warrants’ strike price when the warrants ex-pire.

The company also said that if the initial purchasers exercise their op-tion to purchase additional notes, it expects to enter into additional hedge and warrant transactions with the counterparties.

Aegerion said it intends to use the proceeds from the offering for work-ing capital and other general cor-porate purposes, including possible acquisitions of, or investments in, businesses, technologies, products or assets that are complementary to its own.

The company also plans to repur-chase about $35 million of its out-standing stock from certain purchas-ers of notes in privately negotiated, off-market transactions. The stock repurchases may be effected through

the initial purchasers of the notes, concurrently with the offering, and to pay the cost of the convertible note hedge transactions.

Aegerion’s main product is based on lomitapide, a molecule that re-duces lipoprotein cholesterol, or LDL cholesterol; total cholesterol; apo-lipoprotein B, or APO-B; and non-high-density lipoprotein cholesterol, or non-HDL cholesterol.

The company already is selling a lomitapide capsule called Juxtapid in the U.S. and is in the process of launching the sale of Lojuxta, a similar product, in European markets.

The company is also launching a therapeutic study of lomitapide in Japan.

Aegerion representatives could not be reached for comment. n

Aegerion Pharmaceuticals selling $300M in notesNew capital may be used for acquisitions

by dan lonkevich

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creased the offering.EnerNOC is selling five-year notes that will

pay 2.25% interest and convert into stock at $27.706 a share. That is a 40% premium to the price where EnerNOC shares closed Aug. 12.

The stock, which trades on the Nasdaq Glob-al Select Market, under the symbol ENOC, fell 24 cents to $19.55 in mid-afternoon trading on Wednesday after the pricing was announced.

EnerNOC provides software to utilities, power grid operators and other businesses to help them buy energy more efficiently, manage utility bills and optimize energy consumption.

The financing will be used for working capital, stock repurchases and other corporate purposes, which may include acquisitions or in-vestments in other businesses, products, prod-uct rights or technologies, EnerNOC said.

The company has already been an active investor and acquirer. In April, it purchased En-Tech Utility Billing Service Bureau Ltd., a U.K.-based provider of utility billing management software.

In February, EnerNOC acquired Munich-based Entelios AG and Dublin-based Activation Energy Ltd., which both provided software to help utilities manage energy demand.

EnerNOC also led a series A round of ven-ture equity financing for San Francisco-based Genability Inc., a provider of electricity pricing data services.

EnerNOC plans to use $30 million of the proceeds from the note offering to repurchase stock from the purchasers of the notes and also may make other share repurchases. The com-pany announced a $50 million stock repurchase program on Aug. 11.

The initial purchasers of the notes also were granted a 13-day option to purchase an addi-tional $20 million of note.

Morgan Stanley acted as the sole book-run-ning manager for the placement. Pacific Crest Securities LLC, Raymond James & Associates and Robert W. Baird & Co. were co-managers.

If all of the notes are converted into stock, they will represent a 26.5% stake in EnerNOC, based on its market capitalization of $604.8 million before the offering was priced.

Cooley LLP acted as legal counsel to Ener-NOC. Davis Polk & Wardwell LLP provided legal advice to the underwriters.

Imperial Metals raising $100M in private placement

Imperial Metals Corp., which operates copper and gold mines in British Columbia and a gold mine in Nevada, said it is raising C$100 mil-lion ($91.1 million) with a private placement of convertible debt to investors including fi-nancier N. Murray Edward’s Edco Capital Corp. and mutual fund manager Fairholme Capital Management LLC.

Vancouver, British Columbia-based Impe-rial said in a financial filing Thursday that the non-brokered private placement will provide it with sufficient liquidity to complete and com-mission its Red Chris mine and, together with funds from operations and insurance, cover the costs of repairing the damage caused by a dam breach at the Mount Polley mine.

Both the Red Chris and Mount Polley mines are in British Columbia. Imperial also operates the Sterling gold mine in Nevada.

Edco and Fairholme have each committed to investing C$40 million in the private place-ment.

Edwards is chairman of Canadian Natural Resources Ltd. and co-owner of the Calgary Flames hockey team.

Fairholme is the Miami-based mutual fund manager headed by Bruce Berkowitz.

Fairholme and Edco were already large shareholders in Imperial before the financ-ing.

Imperial is issuing six-year notes that will pay 6% interest and convert into stock at C$12 a share. That was a 37.5% premium to the price where Imperial stock closed on the Toronto Stock Exchange Thursday.

On Friday, after the financing was disclosed, the stock rose C$1.34, or 15.4%, to C$10.07 in mid-afternoon trading. Imperial shares trade under the symbol III.TO.

The company will be allowed to make inter-est payments using additional notes or stock.

If all of the notes are converted into stock, it would represent about a 13.2% stake in Im-perial, which had a market capitalization of C$754.7 million as of Friday.

In the event that Imperial is unable to is-sue the full amount of the financing, Edco has committed to purchasing six-year non-con-vertible debentures at 12% interest to cover the shortfall.

Capital Z leads $75M recap of Centrue Financial

Private equity firm Capital Z Investment Part-ners LLC is leading a recapitalization of Centrue Financial Corp., the holding company of Illinois-based Centrue Bank, through a participation in a $75 million private placement of stock.

New York-based Capital Z will have a 24% stake in Centrue Financial after the recapital-ization, the bank holding company said in Aug. 11 statement. Capital Z, an investment firm originally capitalized by Zurich Financial Ser-vices Group, has invested some $4.4 billion in 39 transactions since it was founded in 1990.

Ottawa, Ill.-based Centrue Financial is issu-ing 187.5 million shares priced at 40 cents each. That is a 55.6% discount to the price where its stock closed on Aug. 8. The amount being raised is almost 14 times Centrue’s market capitaliza-tion of $5.45 million as of Aug. 8.

Shares of Centrue Financial, which trade under the symbol CFCB, fell 16 cents or 17.8% to 74 cents in over-the-counter trading after the financing was announced.

The company had been actively pursuing al-ternatives to strengthen its capital position for some time, CEO Kurt Stevenson said in a state-ment.

“We look forward to this new relationship with Capital Z,” he said. “Upon completion of this transaction, we believe we will be better positioned to reinvest in our existing markets, enhance our current product and service offer-ings, and continue to build an experienced and impactful sales force. We are excited about the continuing evolution of our organization.”

The transaction is contingent on a number of conditions, including an aggregate capital raise of at least $72 million. Centrue Financial also must repurchase its Series C preferred stock, and cancel and settle stock-purchase warrants held by the U.S. Treasury Department. The company also must repay or settle its existing subordinated debt facility, and provide written evidence of the cure or waiver of any defaults of its trust preferred securities.

Centrue Financial scheduled a special stock-holders meeting for Sept. 23, with a record date of Aug. 4, for shareholders to approve the trans-action.

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Centrue Bank serves a region that includes the far western and southern suburbs of Chi-cago, Central Illinois and the St. Louis metro-politan area.

At the end of the second quarter, Centrue Fi-nancial had $579.6 million in loans outstanding and deposits totaling $742.7 million.

Rightside Group receives $60M in credit facilities

Internet domain name provider Rightside Group Ltd. received two credit facilities worth a total of $60 million from Silicon Valley Bank and hedge fund manager Tennenbaum & Co. LLC.

The financings, which were disclosed Aug. 7, came less than a week after Kirkland, Wash.-based Rightside was spun off into a separate company from Demand Media Inc.

The $30 million agreement with Silicon Val-ley Bank calls for Rightside to assume a letter of credit for $10.9 million previously issued to Demand Media. The bank agreement is a senior revolving facility secured by all of Rightside’s assets, maturing Aug. 1, 2017. Interest on the facility will be variable, depending on prevail-ing interest rates and the company’s senior le-verage ratio.

Rightside’s other $30 million facility with Santa Monica, Calif.-based Tennenbaum ma-tures on Aug. 6, 2019. It carries an interest rate of LIBOR plus 8.75% and is secured by all of Rightside’s assets.

If the company prepays loans from Tennen-baum, it will owe the principal plus 4% premium within the first a year, a premium of 2.5% in the second year and 1% the third year.

Under the credit agreement, Tennenbaum funds will also receive five-year warrants to buy a total of 997,710 Rightside shares for $15.05 each. That is a 1% premium to the price where Rightside stock closed on Aug. 6.

On Aug. 8, Rightside shares fell $1.03 to $12.97, after the company disclosed the financ-ing and reported a second-quarter loss of $3.49 million. The stock trades on the Nasdaq Global Select Market under the symbol NAME.

The warrants have a cashless-exercise fea-ture allowing Tennenbaum to exercise them by surrendering a number of shares underlying the portion of the warrant being exercised with

a fair market value equal to the aggregate ex-ercise price. Within the first year of the credit facility, the warrants can only be exercised on a cashless basis.

If all of the warrants are exercised, they will represent an 11% stake in Rightside.

Jefferies LLC acted as placement agent for the Tennenbaum facility and will be paid a $2 million fee. Obsidian Agency Services Inc. is acting as administrative and collateral agent.

The law firm of Proskauer Rose LLP advised Tennenbaum on the financing agreement. Wilson Sonsini Goodrich & Rosati PC advised Rightside.

BuzzFeed round throws cold water on IPO talk

BuzzFeed Inc., the New York-based startup that melds viral content, kitten images, quizzes and journalism, raised $50 million from venture capital firm Andreessen Horowitz, and has plans to add a big new vertical to its Web arse-nal: a video production studio.

The $50 million, announced by Andrees-sen general partner Chris Dixon, who is joining BuzzFeed’s board as part of the investment, was reported to have valued the company at $850 million. The round effectively doubles the cash BuzzFeed has brought in since its 2008 founding.

The funding will likely delay plans for ac-quisitions—sources familiar with the situation confirmed there had been serious interest in the past—or for an initial public offering, a move The Deal reported earlier this year was being considered by the company.

One source pegged the company’s anticipat-ed revenue at more than $100 million for 2014.

BuzzFeed is not resting on its Internet me-dia laurels, however. It is busy launching video initiatives after former CEO Jonah Peretti left earlier this year, taking up a role developing U.K. paper Daily Mail’s North American Internet presence.

Last week, BuzzFeed announced that ex-Criteo Corp. CEO Greg Coleman, an online ad-vertising specialist, would join as president, filling one of the roles Peretti occupied through the startup’s explosive early-stage growth.

Coinciding with the new funding round, the company has begun tacking on acting talent and entertainment pros; it was reported Aug.

11 that Jordan Peele, half of the now-canceled TV comedy duo “Key & Peele,” and producer Mi-chael Shamberg would join BuzzFeed.

The move is also seen by industry insiders as a potential attack on YouTube, the Google Inc. asset that has long generated so much adver-tising revenue for the company, but, at least re-cently, according to a report in the Information, a technology website, it is not generating the cash that analysts had expected, after paying out partners.

BuzzFeed’s foray into more online video content comes as a number of other platforms, including Maker Studios and Fullscreen, have drawn bidder interest as younger Internet con-sumers’ tastes increasingly shift toward mobile content delivery. This comes as other Google competitors, including Yahoo! Inc., have sought to bolster their video content, bringing in a vari-ety of different personalities and journalists to engage broader audiences.

The company’s strength has been in part tied to its reliance on social media to generate traffic for stories, as well as its sponsored con-tent, which has been a potent revenue driver for the BuzzFeed.

Prior investors in the company include RRE Ventures LLC, Lerer Ventures and Hearst Ven-tures.

Delivery Agent seeks more deals, weighs IPO

Delivery Agent Inc. will turn its attention overseas as it looks to build on the recently an-nounced acquisition of Musictoday LLC with further dealmaking and continue toward a po-tential initial public offering.

“We have a very aggressive growth vision for the company,” Delivery Agent chief execu-tive Mike Fitzsimmons said, adding that while the San Francisco interactive technology com-pany will be focused, near-term, on integrating its newest acquisition, it is looking outside the U.S. for its next deal, which he said he hopes to seal within the next three years. The company is evaluating acquisition opportunities in Ger-many and Japan, he explained.

Delivery Agent made its first deal in about four years on Aug. 5 by agreeing to acquire Mu-sictoday from Live Nation Entertainment Inc.

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Delivery Agent previously acquired media ad-vertising company Band Inc. and fashion house Billion Dollar Babes Inc. in 2010.

After entering a partnership about two years ago, Delivery Agent and Live Nation began holding serious conversations about a potential deal last December, Fitzsimmons explained: “As we looked to expansion opportunities, we quickly came to the conclusion that [the] music industry has very similar traits as [the] televi-sion industry.”

While he declined to disclose financial terms of the deal, he did say it was a “pretty big trans-action” for his company.

Founded in 2001, Delivery Agent builds technology platforms that allow viewers to pur-chase items they see on television shows via Web, mobile or TV and works closely with media networks and advertisers to provide such com-merce services. For instance, it partnered with H&M Hennes & Mauritz AB in 2014 by produc-ing a platform for the retailer’s 30-second Su-per Bowl advertisement that allowed viewers to purchase items from the David Beckham Body-wear collection through their remote control.

Fitzsimmons declined to provide financial information for Delivery Agent, other than it has 375 employees and more than 1,000 clients.

He also declined to comment on media re-ports from December that Delivery Agent was planning an IPO in the first half of 2014, but he did say a market debut is an option for the company. “We will consider it,” Fitzsimmons said. “We’ve got a lot of market opportunity and a tremendous amount [of opportunities] ahead of us.”

The company received $5 million from Sam-sung Venture Investment Corp. in late 2012, almost three years after securing $25 million from a group of seven investors: Focus Ven-tures, T-Venture Holding GmbH, Coral Group, Ironwood Capital Ltd., Bessemer Venture Part-ners, Worldview Technology Partners Inc. and Cardinal Venture Capital. The latter three were existing investors.

In announcing its 2012 funding, Delivery Agent said it had received total investments of $60 million.

Tristan Snyder, vice president of Intrepid Investment Bankers LLC, said Delivery Agent is probably one of the largest players in what he said was a relatively new space growing in

popularity as companies continue searching for ways to engage users and potential purchasers in real time.

Explaining that there would be more acquisi-tions in the sphere, he said Delivery Agent could be at the forefront of the wave of deals and that it could be an appealing IPO candidate.

Delivery Agent has sealed a number of ac-quisitions in a short period of time, explained Snyder, whose investment bank sold media ana-lytics company Trendrr to Twitter Inc. last year.

“They’re probably one of the first movers,” he said.

Snyder, however, said Delivery Agent also could garner interest from the likes of Amazon.com Inc. and Facebook Inc. if the company de-cided to exit the business. Amazon is engaged “in the commerce side of the equation,” while Facebook would get “more eyeballs and ... more advertising dollars” if it added Delivery Agent to its portfolio, he said.

Amazon has a market capitalization of about $151 billion, and Facebook has one of $192 bil-lion.

Even the CNET Networks Inc. unit of CBS Corp. could emerge as an appropriate fit for De-livery Agent, as it is immersed in consumer en-gagement, he said. CNET picked up Something Now Inc., where Fitzsimmons worked before launching Delivery Agent.

An IPO would take longer, as the company is likely to make more acquisitions to scale the busi-ness before filing for a debut. Still, “it’s an attrac-tive candidate for both” routes, he explained.

Delivery Agent is a player that is in a “sweet point in the market,” added Frank Hawkins, partner at Scalar Media Partners LLC, a con-sulting firm to the media and sports industries. He said television is becoming a tool more peo-ple are seeking to use with interactive devices and companion devices—a practice known as second-screen engagement.

“You get a better response for advertising that is interactively enabled or enabled where they buy quickly. And that’s what [Delivery Agent is] good at,” Hawkins said.

Silk Road raises $15M as it begins clinical trial

Silk Road Medical Inc., a startup developing new surgical techniques to prevent strokes dur-ing carotid artery stenting, said Wednesday that

it raised $15 million in venture equity financing and is still seeking another $7.5 million.

The Securities and Exchange Commission filing that disclosed the financing did not iden-tify the investors. Sunnyvale, Calif.-based Silk Road previously had venture equity backing from Warburg Pincus LLC, a private equity firm with more than $40 billion in assets, and Verti-cal Group, a healthcare-focused venture capital firm.

Silk Road Medical says its Silk Road proce-dure allows physicians to deliver a stent to the carotid artery through an incision in the neck, rather than from an incision in the femoral ar-tery in the groin. Placing the stent through the neck rather than the groin is meant to reduce the risk of a stroke during such procedures. The procedure may also allow physicians to tempo-rarily reverse blood flow in order to move debris away from the brain.

Representatives of the company could not immediately be reached for comment.

Silk Road Medical is led by CEO Erica Rogers. She was previously the co-founder of Visiogen, which was acquired by Abbott Laboratories for about $400 million in 2009.

Last month, Silk Road Medical announced that it had completed enrollment for a clinical trial to study the effectiveness of the company’s Enroute system to treat carotid artery stenosis, which is a narrowing of the carotid arteries.

A previous clinical trial of the company’s Silk Road Procedure was conducted on 75 patients in Europe. Results, finding that the procedure was a safe method for carotid revasculariza-tion, were published in the Journal of Vascular Surgery in 2011.

FAB Universal internal probe clears company, mostly

FAB Universal Corp., a distributor of digital me-dia with operations in China, announced that a five-month long internal investigation largely cleared the company of allegations made by short sellers.

The probe, conducted by law firm Loeb & Loeb LLP and advisory firm FTI Consulting Inc., found that the company’s claims about the scale of its kiosk-based business were ac-curate, that no franchise licensee was offered

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a guaranteed return, and that the proceeds of a $16 million undisclosed bond offering are now in the company’s bank.

FTI said it was able to verify cash deposits that agreed with the company’s financial re-cords as of Dec. 31.

The investigation results, made public Aug. 12, also revealed that claims by short sellers that the company kiosks dealt in pirated con-tent was, in fact, true, although Loeb & Loeb said the pirated content represented only a small percentage of the company’s total rev-enue.

As a result of the investigation, the com-pany is planning to adopt additional internal controls to short-circuit future undisclosed transactions. It is also pursuing legal action against an individual it says posed as its direc-tor of franchise sales and is making changes regarding the pirated content.

Representatives of the company did not re-turn a call seeking more information about the investigation.

FAB Universal distributes digital media and entertainment through kiosks, retail stores, franchises and an online platform. Its head-quarters are in Pittsburgh, although its opera-tions are in China. FAB went public in 2012 us-ing a reverse merger with a shell company.

FAB had previously denied allegations by re-search firm GeoInvesting LLC and short inves-tor Jon Carnes. Skippack, Pa.-based GeoInvest-ing alleged in a report last November that FAB failed to disclose a bond offering. GeoInvesting disclosed in its report that it had a short posi-tion in FAB shares.

Dan David, GeoInvesting’s co-founder and vice president, said he was pleased that the company admitted to its failure to disclose the bond offering, but the investigation overall left something to be desired. “The investigation [results] looks very familiar. With Loeb & Loeb, it looks like Sino Clean Energy Inc., it looks like other China investigations that FTI was in-volved with.”

GeoInvesting’s report followed a Nov. 14 post by Carnes on the Seeking Alpha web-site, published under the name Alfred Little. It alleged that FAB’s kiosks in China traffic in pirated movies, that the scale of FAB’s kiosk network was a fraction of what the company

claimed and that a kiosk supplier worked with the company to stage a phony manufacturing site for FAB investors. Carnes acknowledged in his report that he, too, was shorting FAB’s shares.

Carnes said in an interview that the investi-gation claims about the type of kiosks FAB has are false. “In 2012, the company said in SEC filings that it had 3,954 kiosks. In September 2013, that number was the same. But the com-pany made an undisclosed acquisition of 1,000 kiosks from Vanpos in between those reports. How could those numbers stay the same? The acquisition was made to fool the investigators and it worked.”

Carnes submitted a report about the acqui-sition allegations on Seeking Alpha under the Alfred Little name Aug. 12.

While the reports by short sellers put FAB Universal in a public spotlight, the spotlight was made brighter when the company dis-missed Friedman LLP as it auditor and hired KCCW Accountancy Corp. in April.

The change in audit firms, which took place while the internal investigation was under-way, was prompted by the fact that company representatives were not available for Fried-man during its audit, that Friedman requested documents that FAB would not furnish and that Friedman was unwilling to express an opinion on FAB’s financials prior to the completion of the probe and confirmation of bank balances in China, SEC filings said.

The company has also had issues with its listing on the NYSE MKT exchange.

Last Nov. 21, the exchange halted trading in FAB and requested more information from the company.

On April 28, the NYSE MKT issued a letter stating its intention to delist FAB, citing the company’s failure to file its 10-K for 2013 and its 10-Q for the first quarter of 2014. FAB re-quested a hearing, which was set for July 16.

FAB made both its filings prior to the hear-ing, but on Aug. 11 the exchange indicated it was moving from a trading halt to a trading suspension, and that it still intended to delist the company’s shares.

FAB said in an SEC filing that it intends to fight the exchange over its decision.

Its shares currently trade over the coun-ter under the ticker FABU. On Wednesday, the stock rose 18 cents, or 16.4%, to $1.28.

Corindus Vascular Robotics raises $2M, goes public

Corindus Vascular Robotics Inc., a developer of robotic applications for vascular procedures, completed a reverse merger and raised $2 mil-lion in a private placement of stock.

The Waltham, Mass.-based company sold 1 million shares priced at $2 each to an investor who was not immediately identified.

Corindus agreed to register the shares, ac-cording to a Aug. 6, filing with the Securities and Exchange Commission. The company also granted registration rights to previous inves-tors Koninklijke Philips NV, HealthCor Part-ners Fund LP, HealthCor Hybrid Offshore Mas-ter Fund LP, HealthCor Partners Fund II LP and 20/20 Capital III LLC.

Corindus’ main product is CorPath System, an FDA-approved robotic system that allows cardiologists to control stents during vascular procedures.

Last month, the company announced that its platform was installed at UH Case Medical Center in Cleveland, Virginia Commonwealth University Medical Center and Miami Cardiac and Vascular Institute.

Corindus has been led since 2008 by CEO David Handler, a former General Electric Co. executive. He could not be reached for com-ment.

According to S&P Capital IQ, HealthCor Management LP and Technion Seed invest-ed $12.8 million in Corindus in 2008. 20/20 HealthCare Partners LLC and HealthCor in-vested $9 million in 2009. Koninklijke Phillips took a minority position in Corindus in 2011 as part of a deal for Phillips to market Corindus’ product.

Shares in Corindus are currently listed un-der the ticker YIDI, which had belonged to the shell company and reverse merger partner Your Internet Defender Inc. The stock has not yet traded.

Joel Schneider with the law firm of Sommer & Schneider LLP in Merrick, N.Y., represented Your Internet Defender in the reverse merger. Richard Smith of McDermott Will & Emery LLP in Boston advised Corindus. n

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

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RegulatoRy update

In December 2012, the Securities and Exchange Commission charged Danny Garber, Michael Manis, Kenneth Yellin and Jordan Feinstein with conducting a fraudulent penny stock scheme that made illicit profits of $17 million.

On Wednesday, the SEC announced it had reached a settlement with the group, in which they agreed to pay a combined $2.76 million while not admitting or denying wrongdoing. In the end, the group was only charged with violations of securities registration rules. Fraud charges were dropped, and the SEC statement about the settlement made no mention of the $17 million in profits.

What happened in between the original filing of the SEC’s case three years ago and its recent settlement? Attorney Ira Sorkin, who represent-ed Garber, Yellin and Feinstein, said that after a year-and-a-half of discovery, the only case the commission could make involved allegations that his clients and Manis sold unregistered shares.

“Our position is the SEC abandon the fraud and market manipulation allegations because they couldn’t prove them,” said Sorkin, a part-ner with the law firm of Lowenstein Sandler LLP in New York, in an interview Wednesday. “The original complaint alleged that there had been a fraudulent scheme and in the SEC’s 2013 annual report, it alleged that there was market manipu-lation. But none of that is in the complaint that was filed yesterday.”

The SEC’s original complaint said that the four New York area investors purchased more than 1 billion unregistered shares in dozens of penny stock companies from 2007 and 2010. The commission claimed that the group had ob-tained the shares at discounts of up to 60% to their market prices by telling the companies that they planned to hold the shares as long-term in-vestments.

Instead of holding the shares, the investors sold them without registering the stock, relying on exemptions from registration requirements under state securities laws. The SEC originally claimed that they created corporations in Min-nesota, Texas and Delaware to make it appear

that the state exemptions were valid.Sorkin said his clients agreed to settle with

the SEC because they relied on letters from legal counsel in selling the shares, and the violations of Section 5 of the Securities Act, which governs securities sales, were only technical violations.

“The SEC dropped its fraud case against Manis, dismissing its most serious allegations while settling its remaining claim for a fraction of its supposed value,” his attorney Edward Lit-tle, a partner with Hughes Hubbard & Reed LLP, said in a statement.

SEC attorneys declined to comment.Judge Shira Scheindlin, of the U.S. District

Court in Manhattan, signed off on the settle-ments. Entities that the group used in the trades,

Coastal Group Holdings Inc., OGP Group LLC, Rio Sterling Holdings LLC, Slow Train Holdings LLC and Spartan Group Holdings LLC were also parties to the settlement.

Garber, Manis, Yellin and Feinstein each agreed to pay a civil penalty of $25,000. Garber and Manis will each disgorge $862,000 in prof-its plus $113,000 in interest. Yellin and Fein-stein will each disgorge $314,500 in profits and $41,419 in interest.

Garber also accepted a ban from participat-ing in penny stock offerings or unregistered offerings. Manis, Yellin and Feinstein are each banned from participating in private placements that are made under Rule 504 of Regulation D of the Securities Act. n

SEC drops fraud charges in penny stock settlementFines were a fraction of what SEC said investors had profited

by bill meagher GETTY

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RegulatoRy update

Delray Beach, Fla., stock broker Bret Grove was banned from the securities industry under a settlement with the Securities and Exchange Commission over his role in the marketing of stock of Thought Development Inc., a company that claimed to be developing technology for the National Football league.

The settlement was approved by the SEC on Aug. 8.

Grove, the 34-year-old vice president of DBBG Consulting, could not be reached for comment.

He, along with three others, was charged with misleading investors in the sale of pre-ini-tial public offering shares of Thought Develop-

ment, which supposedly had a deal for its tech-nology to be used in the 2013 Super Bowl.

The company claimed to be developing laser technology that could be used to generate a line marking a first down on a football field, visible not only on television but also to players, offi-cials and fans at the game.

The promoters allegedly claimed that the funds they were raising would be used to de-velop the technology. Instead, more than half the proceeds were retained by the promoters and sales agents, federal prosecutors allege in a criminal case.

Thought Development never considered an IPO and the technology was never used by the NFL.

Others charged with Grove by the SEC have also settled with the commission, but details of those settlements have not been disclosed.

Grove, along with five others, is still facing charges including mail fraud and conspiracy to commit mail fraud in the parallel criminal case. n

The Securities and Exchange Commission is moving to revoke the securi-ties registrations of almost a dozen offshore shell companies controlled by a single Houston firm.

The shell companies had been advertised as vehicles for foreign com-panies to go public in the U.S. through reverse mergers.

The orders to institute administrative proceedings were filed Aug. 12 against IPKV Holdings Inc., Pan Asian Corp., Seven Seas Acquisition Corp., Southern Growth Corp., Transatlantic Acquisition Corp., Bering Growth Corp., Constellation Growth Corp., Emerging Acquisition Corp., Evolution Acquisition Corp., Formative Growth Corp. and Global Growth Corp.

The orders cite the companies’ failure to financial reports with the SEC since 2012.

With the exception of IPKV, all of the companies are incorporated in the Cayman Islands and are controlled by Nautilus Global Partners through related firms Access Global and Access America Investments. IPKV, which is also controlled by Nautilus, is incorporated in Delaware.

Access America’s website states that the series of shell companies was created to “provide pristine Alternative IPO vehicles for companies operating outside of the United States,” while sidestepping “unnecessary tax liabilities in the United States.”

The shell companies had the benefit of tax neutrality, corporate vir-ginity and at least 300 round-lot shareholders, making qualification for a

major stock exchange listing easier, Access America stated.On an almost daily basis, the SEC brings administrative actions

against companies that are delinquent in their filings. The commission has viewed delinquent or dormant companies as possible targets for abuse. On Feb. 3, the SEC suspended trading in 255 shell companies that were delinquent in their filings, as part of an ongoing effort called Opera-tion Shell-Expel. On June 3, 2013, the commission suspended trading in 61 shell companies and on May 14, 2012, it suspended trading in 379 shell companies.

Nautilus representatives did not respond to a request for comment from The Deal.

Nautilus has registered at least a dozen other shell companies, ac-cording to PrivateRaise, The Deal’s data service that tracks the reverse merger market.

From 2007 through 2010, hundreds of Chinese companies went public in the U.S. by merging with U.S.-listed shell companies that were incor-porated in Caribbean nations.

The boom in reverse mergers came to an end as many of those compa-nies were accused of fraud.

Access America invested at least $3.5 million during those years in private placements of stock by China Housing & Land Development Inc., China-based Universal Travel Group and Orient Paper Inc.

An SEC spokeswoman declined to comment on the commission’s ac-tions against Nautilus’s shell companies. n

SEC moves to deregister shells controlled by NautilusShells had been advertised as vehicles for reverse mergers by foreign companies

by bill meagher

by bill meagher

Broker in alleged football scam settles with SECBret Grove marketed shares in company that claimed to be developing technology for NFL



DATES & DEADLINES

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

• Zosano Pharma Corp., a Fremont, Calif.-based pharmaceutical company making a “microneedle” patch to deliver drugs, is planning to go public this week, according to Dealogic plc. The company is planning to raise $70 million by selling 6.4 million shares for $10 to $12 each. Wedbush Secu-rities Inc., Ladenburg Thalmann & Co. and Roth Capital Partners LLC are underwrit-ing the offering.• The Financial Industry Regulatory Au-thority is soliciting comment on a proposal to make publicly available through Finra’s website a repository of Form 211 informa-tion.

Firms are required to complete Finra’s Form 211 to demonstrate compliance with the specific information review require-ments under Rule 15c2-11 prior to initiat-ing a quotation in a non-exchange-listed security.

Comments are due by Sept. 2.• Three Part Advisors LLC holds its Mid-west Ideas Investor Conference in Chica-go, Aug. 26 and 27.• Robert W. Baird & Co. hosts its Health-care Conference, Sept. 3 and 4 in New York.• H.C. Wainwright & Co. LLC hosts its Healthcare Tech Natural Resources Growth Conference, Sept. 7 to 9 in New York.• Morgan Stanley presents its Global Healthcare Conference, Sept. 8 to 10 in New York.• Aegis Capital Corp. holds its Healthcare Conference, Sept. 10 to 13 in Las Vegas• Bank of America Merrill Lynch hosts its Global Real Estate Conference, Sept. 10 and 11 in New York.• BMO Capital Markets Corp. presents its North American Real Estate Conference, Sept. 15 and 16 in Chicago.• CRT Capital Group LLC presents its healthcare conference, Sept. 15 in Gree-wich, Conn.• Credit Suisse presents its SMID Confer-ence, Sept. 17 to 19 in New York.

• JMP Securities hosts its Financial Ser-vices Conference, Sept. 30 in New York.• The BIO Emerging Biotechnology Inves-tor Conference takes place Oct. 7 and 8 in San Francisco.• Finra holds its annual advertising regu-lation conference, Oct. 9 and 10 in Wash-ington. • Stephens Inc. hosts its Fall Investment Conference, Nov. 11 and 12 in New York.• Jefferies LLC presents its Global Energy

Conference, Nov. 11 and 12 in Houston.• Wells Fargo Securities LLC 5th Annual Technology, Media & Telecom Conference takes place Nov. 12 and 13 in New York.• Morgan Stanley hosts its Global Chemi-cals and Agriculture Conference, Nov. 13 and 14 in New York.• Stifel holds its Healthcare Conference, Nov. 18 and 19 in New York.• Mitsubishi UFJ Securities hosts its Oil and Gas Conference, Nov. 18 in New York. n



Small Cap Equity FinanCE aCtivity

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

PIPE TRANSACTION ACTIVITY FOR THE PERIOD AUGUST 4 THROUGH AUGUST 15, 2014

DA 8/15/14 NeoGenomics Inc. NEO NASDAQ-CM $32,200,000 Common Stock

C 8/15/14 Pretium Resources Inc. PVG NYSE $3,596,392 Common Stock

C 8/14/14 Conatus Pharmaceuticals Inc. CNAT NASDAQ-GM $50,000,000 At-the-Market Offering

C 8/14/14 Midwest Energy Emissions Corp. MEEC OTC $10,000,000 Debt: Conv

DA 8/14/14 Monster Beverage Corp. MNST NASDAQ-GS $2,150,000,000 Common Stock

C 8/14/14 New Jersey Mining Co. NJMC OTC $1,200,000 Common Stock

DA 8/14/14 Next Fuel Inc. NXFI OTC $1,000,000 Common Stock

DA 8/14/14 Sun Bancorp Inc. SNBC NASDAQ-GS $19,999,992 Common Stock

C 8/14/14 Torchlight Energy Resources Inc. TRCH NASDAQ-CM $3,010,000 Common Stock

C 8/13/14 Interphase Corp. INPH NASDAQ-CM $3,349,150 Common Stock

C 8/13/14 Stratex Oil & Gas Holdings Inc. STTX OTC $7,640,060 Debt: Conv

C 8/12/14 Apricus Biosciences Inc. APRI NASDAQ-CM $22,000,000 Equity Line

DA 8/12/14 usell.com Inc. USEL OTC $4,650,000 Common Stock

DA 8/11/14 Atna Resources Ltd. ATNAF OTC $1,820,992 Common Stock

DA 8/11/14 Centrue Financial Corp. CFCB OTC $75,000,000 Common Stock

DA 8/11/14 Dejour Energy Inc. DEJ NYSE MKT $1,500,000 Common Stock

C 8/11/14 LKA Gold Inc. LKAI OTC $1,800,000 Common Stock

DA 8/11/14 Prosensa Holding NV RNA NASDAQ-GS $6,706,000 Debt: Conv

DA 8/11/14 STR Holdings Inc. STRI NYSE $21,663,590 Common Stock

DA 8/11/14 TapImmune Inc. TPIV OTC $2,000,000 Common Stock

A 8/8/14 biOasis Technologies Inc. BIOAF OTC $1,392,160 Common Stock

C 8/7/14 MobileBits Holdings Corp. MBIT OTC $1,200,000 Common Stock

C 8/7/14 Peoples Bancorp Inc. PEBO NASDAQ-GS $42,499,998 Common Stock

C 8/7/14 Security Devices International Inc. SDEV OTC $1,438,789 Debt: Conv

C 8/6/14 Bacterin International Holdings Inc. BONE NYSE MKT $6,515,000 Common Stock

DA 8/6/14 Ctrip.com International Ltd. CTRP NASDAQ-GS $500,000,000 Debt: Conv

C 8/6/14 Grandparents.com Inc. GPCM OTC $1,050,000 Common Stock

C 8/6/14 Loxo Oncology Inc. LOXO NASDAQ-GM $2,999,997 Common Stock

C 8/6/14 Rightside Group Ltd. NAME NASDAQ-GS $30,000,000 Debt: non-Conv

DA 8/6/14 Your Internet Defender Inc. YIDI OTC $2,000,000 Common Stock

C 8/5/14 Avalanche Biotechnologies Inc. AAVL NASDAQ-GM $9,999,995 Common Stock

C 8/5/14 Communication Intelligence Corp. CICI OTC $1,100,000 Pref: Conv

C 8/5/14 Gevo Inc. GEVO NASDAQ-GM $18,000,000 Common Stock

DA 8/5/14 StealthGas Inc. GASS NASDAQ-GS $35,000,000 Common Stock

C 8/5/14 SunCoke Energy Partners LP SXCP NYSE $75,000,000 At-the-Market Offering

C 8/4/14 ADB International Group Inc. ADBI OTC $2,595,000 Common Stock

C 8/4/14 Digimarc Corp. DMRC NASDAQ-GS $30,000,000 At-the-Market Offering

C 8/4/14 Imaging Diagnostic Systems Inc. IMDS OTC $2,500,000 Pref: Conv

DA 8/4/14 Lime Energy Co. LIME NASDAQ-CM $1,000,000 Debt: Conv

DA 8/4/14 Metabolix Inc. MBLX NASDAQ-GM $25,000,000 Pref: Conv

C 8/4/14 Oak Ridge Energy Technologies Inc. OKME OTC BB $2,200,000 Common Stock

C 8/4/14 TherapeuticsMD Inc. TXMD NYSE MKT $45,999,995 Common Stock

*Status: C = Closed, DA = Definitive Agreement, A = Announced, I = Intended, p + Postponed, X = Canceled. ** C/A Date: Best Available of (i) Closing Date, (ii) Definitive Agreement Date or (iii) Announced Date. *** Excludes all PIPEs executed by foreign-based Issuers that trade on the Over-The-Counter market (Pink Sheets).

All data is based on proprietary information from PrivateRaise, a service of The Deal. Data includes PIPEs that are at least US$1.0 million and have been executed by public corporations domiciled in the U.S. or by public, foreign companies that have primary listing or a significant or consistent trading presence on a U.S. stock exchange or market. Data is updated based on availabilty of public disclosures (e.g. press releases and SEC filings) and has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee the accuracy and completeness of this information. League tables exclude equity lines, at-the-market offerings, corporate investors, and PIPEs executed by foreign-based issu-ers that trade on the Over-The-Counter market (Pink Sheets).




Security Type # Total $ Avg. $

Security Type Less $50 M $50 M - $99 M $100 M - $249 M $250 M - $499 M $500 M - $999 M $1 B - $4.9 B Greater $5 B

Security Type Less $50 M $50 M - $99 M $100 M - $249 M $250 M - $499 M $500 M - $999 M $1 B - $4.9 B Greater $5 B

Security Type # Total $M Avg. $M # Total $M Avg. $M # Total $M Avg. $M

Issuer Market Cap # Total $ Avg. $

PIPE TRANSACTION ACTIVITY SINCE AUGUST 4, 2014


Common Stock 419 $13,615,717,228 $32,495,745

Pref: Conv 80 $2,282,339,558 $28,529,244

Pref: non-Conv 3 $24,875,000 $8,291,667

Debt: Conv 91 $2,250,213,547 $24,727,621

Debt: non-Conv 16 $426,826,864 $26,676,679

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

Prepaid Warrant 9 $57,821,580 $6,424,620

Equity Line 46 $588,700,000 $13,379,545

At-the-Market Offering 87 $10,822,559,000 $136,994,418

Unknown - - -

Totals 752 $30,099,052,777 $40,564,761

Common Stock 158 100 64 50 21 15 5Pref: Conv 47 9 11 3 2 5 1Pref: non-Conv 2 1 - - - - -Debt: Conv 54 13 8 5 5 3 3Debt: non-Conv 8 2 2 3 1 - -Other: Conv - - 1 - - - -Prepaid Warrant 2 1 3 2 1 - -Equity Line 29 8 9 - - - -At-the-Market Offering 7 10 16 11 9 24 10Unknown - - - - - - -

Common Stock $966 $1,026 $1,662 $2,025 $823 $2,489 $4,606 Pref: Conv $297 $128 $133 $142 $16 $1,163 $400 Pref: non-Conv $23 $2 - - - - -Debt: Conv $203 $153 $157 $72 $111 $325 $1,230 Debt: non-Conv $24 $6 $52 $245 $100 - -Other: Conv - - $30 - - - -Prepaid Warrant $8 $5 $18 $16 $11 - -Equity Line $230 $106 $253 - - - -At-the-Market Offering $39 $189 $675 $520 $600 $4,200 $4,600 Unknown - - - - - - -

Common Stock 412 $13,585.23 $32.97 7 $30.48 $4.35 - - -Preferred Stock: Convertible 73 $2,002.59 $27.43 3 $21.15 $7.05 4 $258.60 $64.65 Debt: Convertible 74 $2,032.21 $27.46 5 $42.24 $8.45 12 $175.77 $14.65 Other: Convertible 1 $30.00 $30.00 - - - - - -Prepaid Warrant 9 $57.82 $6.42 - - - - - -Equity Line 1 $25.00 $25.00 - - - 45 $563.70 $13.11 At-the-Market Offering - - - - - - 87 $10,822.56 $136.99 Totals 570 $17,732.85 $31.11 15 $93.87 $6.26 148 $11,820.63 $85.66

Less than $50 M 307 $1,789,217,298 $5,885,583

$50 M - $99 M 144 $1,614,063,029 $11,287,154

$100 M - $249 M 114 $2,978,573,944 $26,359,061

$250 M - $499 M 74 $3,019,887,434 $41,368,321

$500 M - $999 M 39 $1,661,428,427 $43,721,801

$1 B - $4.9 B 47 $8,177,067,553 $181,712,612

Greater than $5 B 19 $10,836,465,691 $602,025,872

Totals 744 $30,076,703,376 $40,976,435

PIPEs Issuance by Security Type

Total Placements (Issuer Market Capitalization & Security Type)

Total Dollars Raised/Secured (Issuer Market Capitalization & Security Type)

PIPE Activity - by Price Type

Fixed-Price Reset-Price Variable-Price

PIPEs Issuer Market Capitalization




Rank Investment Manager Total $M Avg. $M #

Rank Placement Agent Total $M Avg. $M #

Rank Investment Manager Total $M Avg. $M #

Rank Placement Agent Total $M Avg. $M #


1 Luxor Capital Group $520.00 $130.00 42 Blackstone Group LP 416.00 138.67 33 Energy Transfer Equity LP 400.00 400.00 14 Public Investment Corp. (SOC) Ltd. 270.00 270.00 15 Deerfield Management Co. LP 188.50 47.12 46 P2 Capital Partners LLC 175.00 175.00 17 Magnetar Capital LLC 171.53 42.88 48 Wellington Management Co. LLP 150.63 * 21.52 * 99 Relational Investors LLC 150.00 150.00 19 General Atlantic Partners LLC 150.00 150.00 111 Invesco Ltd. 120.89 40.30 312 Baupost Group LLC 106.73 106.73 113 Avenue Capital Group LLC 103.16 34.39 314 Sycamore Partners LLC 100.00 100.00 115 Putnam Investment Management LLC 81.80 81.80 116 Whitebox Advisors Inc. 80.41 16.08 517 Sabby Management LLC 70.58 * 4.15 * 2118 HealthCare Royalty Partners 60.00 60.00 119 Hudson Bay Capital Management LP 59.64 * 3.98 * 1620 12 West Capital Management 55.00 27.50 220 Tennenbaum & Co. LLC 55.00 27.50 220 American Infrastructure MLP Funds 55.00 55.00 123 Senator Investment Group LP 51.47 51.47 124 Baron Capital Group Inc. 50.00 50.00 125 T. Rowe Price Group Inc. 46.92 46.92 1

1 Cowen and Co. LLC $693.26 $33.01 212 Jefferies Group LLC 639.20 53.27 123 Barclays Capital Inc. 624.71 124.94 54 Roth Capital Partners LLC 593.48 20.46 295 H.C. Wainwright & Co. 578.25 19.28 306 Piper Jaffray & Co. 553.86 55.39 107 Deutsche Bank AG 545.16 136.29 48 Citigroup Global Markets Inc. 505.30 168.43 39 Maxim Group LLC 464.63 23.23 2010 Credit Suisse Group 436.84 145.61 311 JMP Group Inc. 388.36 48.54 812 Canaccord Genuity Group Inc. 385.58 27.54 1413 Stifel 382.56 31.88 1214 Oppenheimer & Co. 366.34 52.33 715 Nomura Holdings Inc. 346.20 173.10 216 Craig-Hallum Capital Group LLC 339.69 17.88 1917 BTIG LLC 337.20 112.40 318 Needham & Co. 323.35 40.42 819 Ladenburg Thalmann & Co. 307.96 38.49 820 CJS Securities Inc. 300.20 300.20 120 CRT Capital Group LLC 300.20 300.20 120 UBS AG 300.20 300.20 123 Morgan Stanley & Co. 240.00 120.00 224 MLV & Co. LLC 238.19 39.70 625 Wells Fargo Securities LLC 231.98 115.99 2

1 Sabby Management LLC $70.58 * $4.15 * 212 Heights Capital Management Inc. 44.24 * 2.60 * 182 Downsview Capital Inc. 15.27 0.85 184 Hudson Bay Capital Management LP 59.64 * 3.98 * 164 LH Financial Services Corp. 20.44 * 1.36 * 166 Equitec Group LLC 3.52 0.27 137 Empery Asset Management LP 15.60 1.56 108 Wellington Management Co. LLP 150.63 * 21.52 * 98 Diker Management LLC 14.59 1.62 98 Iroquois Capital LP 4.65 0.52 98 Brio Capital LP 3.00 0.33 912 Anson Capital LP 3.76 * 0.54 * 813 Kingsbrook Partners LP 5.05 0.72 714 Crede Capital Group LLC 29.62 * 5.92 * 614 Sandor Advisors LLC 1.03 0.17 616 Whitebox Advisors Inc. 80.41 16.08 516 Great Point Partners LLC 20.94 * 6.98 * 516 Milfam LLC 13.21 2.64 516 Broadfin Capital LLC 10.00 * 3.33 * 516 Magna LLC 7.24 1.45 516 Midsummer Capital LLC 3.40 0.68 516 Chardan Capital Markets LLC 0.42 0.08 523 Luxor Capital Group 520.00 130.00 423 Deerfield Management Co. LP 188.50 47.13 423 Magnetar Capital LLC 171.53 42.88 4

1 H.C. Wainwright & Co. $578.25 $19.28 302 Roth Capital Partners LLC 593.48 20.46 293 Cowen and Co. LLC 693.26 33.01 214 Maxim Group LLC 464.63 23.23 205 Craig-Hallum Capital Group LLC 339.69 17.88 196 Canaccord Genuity Group Inc. 385.58 27.54 147 Jefferies Group LLC 639.20 53.27 127 Stifel 382.56 31.88 127 Chardan Capital Markets LLC 217.79 18.15 127 Laidlaw & Co. (UK) Ltd. 115.93 9.66 1211 Piper Jaffray & Co. 553.86 55.39 1011 Northland Securities Inc. 109.27 10.93 1013 Brean Capital LLC 217.32 24.15 913 Aegis Capital Corp. 154.73 17.19 915 JMP Group Inc. 388.36 48.54 815 Needham & Co. 323.35 40.42 815 Ladenburg Thalmann & Co. 307.96 38.49 815 Dawson James Securities 102.03 12.75 819 Oppenheimer & Co. 366.34 52.33 720 MLV & Co. LLC 238.19 39.70 620 William Blair & Co. 211.84 35.31 620 Noble Financial Group 190.27 31.71 620 BMO Financial Group 105.66 17.61 620 Palladium Capital Advisors LLC 24.09 4.01 625 Barclays Capital Inc. 624.71 124.94 5

Investment Managers

Placement Agents

RANKED BY TOTAL DOLLARS INVESTED

RANKED BY TOTAL DOLLARS RAISED

RANKED BY # OF INVESTMENTS

RANKED BY # OF PLACEMENTS

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





Rank Investor Legal Counsel Total $M Avg. $M #

Rank Issuer Legal Counsel Total $M Avg. $M #

Rank Investor Legal Counsel Total $M Avg. $M #

Rank Issuer Legal Counsel Total $M Avg. $M #


1 Skadden, Arps, Slate, Meagher & Flom LLP $3,400.98 $1,700.49 22 Schulte Roth & Zabel LLP 1,809.45 41.12 443 Simpson, Thacher & Bartlett LLP 1,429.91 285.98 54 Fangda Partners 1,198.37 1,198.37 14 Walkers Global 1,198.37 1,198.37 16 Ropes & Gray LLP 867.72 173.54 57 Akin, Gump, Strauss, Hauer & Feld LLP 477.98 79.66 68 Latham & Watkins LLP 400.00 400.00 18 Paul Hastings LLP 400.00 400.00 110 Andrews Kurth LLP 305.00 152.50 211 Sidley Austin LLP 300.00 300.00 112 Jones Day 253.00 84.33 313 Paul, Weiss, Rifkind, Wharton & Garrison LLP 215.00 107.50 214 Greenberg Traurig LLP 212.03 13.25 1615 Baker Botts LLP 200.00 200.00 116 Katten Muchin Rosenman LLP 185.00 61.67 317 Lowenstein Sandler LLP 180.85 22.61 818 Debevoise & Plimpton LLP 175.00 175.00 119 Shearman & Sterling LLP 131.63 131.63 119 Wachtell, Lipton, Rosen & Katz 131.63 131.63 121 Willkie Farr & Gallagher LLP 119.78 59.89 222 Cleary, Gottlieb, Steen & Hamilton 105.50 105.50 123 Law Offices of Gary M. Holihan PC 100.00 100.00 123 Winston & Strawn LLP 100.00 100.00 125 Vinson & Elkins LLP 98.00 98.00 1

1 Jones Day $2,181.48 $545.37 42 Skadden, Arps, Slate, Meagher & Flom LLP 1,424.10 284.82 53 Baker & McKenzie LLP 1,368.17 456.06 34 Maples and Calder 1,354.71 451.57 35 TransAsia Lawyers 1,198.37 1,198.37 16 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 977.69 54.32 187 Goodwin Procter LLP 916.23 114.53 88 Vinson & Elkins LLP 497.00 82.83 69 Cooley LLP 447.56 27.97 1610 Cravath, Swaine & Moore LLP 438.75 146.25 311 Baker Botts LLP 400.00 400.00 111 Wachtell, Lipton, Rosen & Katz 400.00 400.00 113 Proskauer Rose LLP 395.00 98.75 414 Greenberg Traurig LLP 393.91 43.77 915 Reeder & Simpson PC 367.25 73.45 516 Latham & Watkins LLP 347.26 49.61 717 Kirkland & Ellis LLP 335.00 83.75 418 Holland & Hart LLP 328.00 109.33 319 WilmerHale 327.20 46.74 720 Ropes & Gray LLP 325.20 36.13 921 Sidley Austin LLP 289.50 72.38 422 Andrews Kurth LLP 274.26 137.13 223 Edward Nathan Sonnenbergs Inc. 270.00 270.00 124 Morrison & Foerster LLP 245.26 30.66 825 Morgan, Lewis & Bockius LLP 212.75 42.55 5

1 Schulte Roth & Zabel LLP $1,809.45 $41.12 442 Greenberg Traurig LLP 212.03 13.25 163 Lowenstein Sandler LLP 180.85 22.61 83 Ellenoff Grossman and Schole LLP 18.78 2.35 85 Grushko & Mittman PC 12.60 1.80 76 Akin, Gump, Strauss, Hauer & Feld LLP 477.98 79.66 67 Simpson, Thacher & Bartlett LLP 1,429.91 285.98 57 Ropes & Gray LLP 867.72 173.54 59 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 16.78 4.20 410 Jones Day 253.00 84.33 310 Katten Muchin Rosenman LLP 185.00 61.67 310 Goodwin Procter LLP 75.00 25.00 310 Seward & Kissel LLP 74.80 24.93 310 Brown Rudnick LLP 61.91 20.64 310 Covington & Burling LLP 26.53 8.84 316 Skadden, Arps, Slate, Meagher & Flom LLP 3,400.98 1,700.49 216 Andrews Kurth LLP 305.00 152.50 216 Paul, Weiss, Rifkind, Wharton & Garrison LLP 215.00 107.50 216 Willkie Farr & Gallagher LLP 119.78 59.89 216 Davis Polk & Wardwell LLP 80.00 40.00 216 Proskauer Rose LLP 50.00 25.00 216 Stinson Leonard Street LLP 5.27 2.63 223 Fangda Partners 1,198.37 1,198.37 123 Walkers Global 1,198.37 1,198.37 123 Latham & Watkins LLP 400.00 400.00 1

1 Sichenzia Ross Friedman Ference LLP $170.74 $6.57 262 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 977.69 54.32 183 Cooley LLP 447.56 27.97 164 Ellenoff Grossman and Schole LLP 138.54 11.54 125 Greenberg Traurig LLP 393.91 43.77 95 Ropes & Gray LLP 325.20 36.13 97 Goodwin Procter LLP 916.23 114.53 87 Morrison & Foerster LLP 245.26 30.66 87 Dorsey & Whitney LLP 133.35 16.67 810 Latham & Watkins LLP 347.26 49.61 710 WilmerHale 327.20 46.74 710 DLA Piper 179.84 25.69 710 Robinson Brog Leinwand Greene Genovese & Gluck PC 76.78 10.97 714 Vinson & Elkins LLP 497.00 82.83 614 Seward & Kissel LLP 191.38 31.90 614 Davis Graham & Stubbs LLP 35.06 5.84 614 Szaferman Lakind Blumstein & Blader PC 20.60 3.43 614 Nason, Yeager, Gerson, White & Lioce PA 15.18 2.53 619 Skadden, Arps, Slate, Meagher & Flom LLP 1,424.10 284.82 519 Reeder & Simpson PC 367.25 73.45 519 Morgan, Lewis & Bockius LLP 212.75 42.55 519 Troutman Sanders LLP 209.62 41.92 519 Haynes and Boone LLP 172.58 34.52 519 Norton Rose LLP 98.47 19.69 519 Sutherland Asbill & Brennan LLP 74.10 14.82 5

Investor Legal Counsel

Issuer Legal Counsel

RANKED BY TOTAL DOLLARS ADVISED

RANKED BY TOTAL DOLLARS ADVISED

RANKED BY # OF PLACEMENTS ADVISED

RANKED BY # OF PLACEMENTS ADVISED





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


1 Goodwin Procter LLP $764.11 $38.21 202 Latham & Watkins LLP 642.73 91.82 73 Ellenoff Grossman and Schole LLP 528.54 11.01 484 Proskauer Rose LLP 228.13 28.52 85 Fried, Frank, Harris, Shriver & Jacobson LLP 227.25 227.25 16 Lowenstein Sandler LLP 207.53 17.29 127 Blake, Cassels & Graydon LLP 170.73 85.36 28 Morrison & Foerster LLP 170.19 42.55 49 Morgan, Lewis & Bockius LLP 150.00 150.00 110 Covington & Burling LLP 147.97 49.32 311 Taylor Wessing 120.90 120.90 112 Davis Polk & Wardwell LLP 103.50 103.50 113 Dechert LLP 103.33 34.44 314 Linklaters LLP 95.00 95.00 114 Zhong Lun Law Firm 95.00 95.00 116 Sichenzia Ross Friedman Ference LLP 88.68 7.39 1217 Sullivan & Cromwell LLP 80.00 80.00 118 Gornitzky & Co. 72.45 72.45 119 Pillsbury Winthrop Shaw Pittman LLP 68.75 34.37 220 Choate, Hall & Stewart LLP 68.44 13.69 521 Schiff Hardin LLP 66.33 11.06 622 Meitar Liquornik Geva Leshem Tal Law Offices 58.65 58.65 122 White & Case LLP 58.65 58.65 124 Stikeman Elliott LLP 56.95 18.98 325 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 55.66 18.55 3

1 Ellenoff Grossman and Schole LLP $528.54 $11.01 482 Goodwin Procter LLP 764.11 38.21 203 Lowenstein Sandler LLP 207.53 17.29 123 Sichenzia Ross Friedman Ference LLP 88.68 7.39 125 Proskauer Rose LLP 228.13 28.52 86 Latham & Watkins LLP 642.73 91.82 77 Schiff Hardin LLP 66.33 11.06 67 Faegre Baker Daniels LLP 42.91 7.15 69 Choate, Hall & Stewart LLP 68.44 13.69 510 Morrison & Foerster LLP 170.19 42.55 410 Reed Smith LLP 41.84 10.46 412 Covington & Burling LLP 147.97 49.32 312 Dechert LLP 103.33 34.44 312 Stikeman Elliott LLP 56.95 18.98 312 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 55.66 18.55 316 Blake, Cassels & Graydon LLP 170.73 85.36 216 Pillsbury Winthrop Shaw Pittman LLP 68.75 34.37 216 Nixon Peabody LLP 49.29 24.64 216 Blank Rome LLP 30.18 15.09 216 Troutman Sanders LLP 24.50 12.25 216 Loeb & Loeb LLP 18.41 9.21 216 Greenberg Traurig LLP 15.20 7.60 216 Schulte Roth & Zabel LLP 9.25 4.62 224 Fried, Frank, Harris, Shriver & Jacobson LLP 227.25 227.25 124 Morgan, Lewis & Bockius LLP 150.00 150.00 1

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


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

Deal Type

Range ($)

Market Value ($M) Bookrunner(s)

Zosano Pharma Corp. 8/18/14 ZSAN $70.40 IPO 10.00 - 12.00 $133.72 WMS

Armada Water Assets Inc. 8/25/14 AWA $15.00 IPO 5.00 - 7.00 $99.90 AEGC

Capnia Inc. 8/25/14 CAPN $20.00 IPO 6.50 - 8.50 $52.20 MAXM

Totals 3 Deals $105.40

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 August 4, 2014

Issuer Nation Industry Ticker Exp. Value ($)

Range ($)

Shares (M)

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

Adama Agricultural Solutions Ltd. ISR Chemicals $300.00 GS; BOAML

AR Capital Acquisition Corp. USA Finance ARCAU $300.00 10.00 - 10.00 34.5 $386.25 CITI LTC

Foamix Pharmaceuticals Ltd. ISR Healthcare FOMX $74.75 BAR; COWEN OPCO; MAXM

Forward Pharma A/S DNK Healthcare FWP $200.00 LEER

Great Basin Scientific Inc. USA Healthcare GBSN $17.25 DJS

Product Shipping Ltd. GRC Transportation $100.00 MS

ProQR Therapeutics BV NLD Healthcare $75.00 LEER; DB JMPSEC; HWC

Second Sight Medical Products Inc. USA Healthcare EYES $31.50 9.00 - 9.00 4.03 $252.34 MCU

CONTINUED >





SEC Registered IPOs Priced Since August 4, 2014

Issuer Nation Industry Pricing Date Ticker Deal Value

($M) Offer Price

Filing Range ($)

Relative Range

Offer/ 1 Day

Offer/ Current Bookrunner(s) Lead/Co-

Manager(s)

Auris Medical Holding AG

CHE Healthcare 8/5/14 EARS $56.40 $6.00 10.00 - 12.00

Below 0 12.5 JEFF; LEER JMPSEC; NEEDHM

iDreamSky Technology Ltd.

CHN Computers & Electronics

8/6/14 DSKY $132.83 $15.00 12.00 - 14.00

Above 6.27 21.33 JPM; CS; STFL

Green Bancorp Inc.

USA Finance 8/7/14 GNBC $70.31 $15.00 15.00 - 17.00

In Range 13.67 13.73 SANDO; JEFF; JPM; RBC; STFL

Hoegh LNG Partners LP

NOR Transportation 8/7/14 HMLP $220.80 $20.00 19.00 - 21.00

In Range 11.25 21.25 CITI; BOAML; MS; BAR; UBS

DNBBAN; CACIB; RSPLTU

Independence Contract Drill-ing Inc.

USA Oil & Gas 8/7/14 ICD $110.00 $11.00 14.00 - 16.00

Below 0.55 -0.45 MS; RBC; TP CG; CAPONE; COWEN; FBR;

IBKC; RICE

Ryerson Hold-ing Corp.

USA Metal & Steel 8/7/14 RYI $121.00 $11.00 17.00 - 20.00

Below -6.36 -5.91 BOAML; DB; BMOCM; JPM;

JEFF

STEP; MGL; EP

T2 Biosystems Inc.

USA Healthcare 8/7/14 TTOO $65.78 $11.00 15.00 - 17.00

Below 30.18 57.18 GS; MS LEER; JMS

Otonomy Inc. USA Healthcare 8/12/14 OTIC $100.00 $16.00 14.00 - 16.00

In Range 7.19 4.5 JPM; BOAML SANBE

C1 Financial Inc.

USA Finance 8/13/14 BNK $44.74 $17.00 18.00 - 20.00

Below 0 0 STFL; RJA SANDO; WU; HOV-DEG; MONROE


SEC Registered IPOs Filed Since August 4, 2014

< Previous

Tokai Pharmaceuticals Inc. USA Healthcare TKAI $75.00 BMOCM; STFL; WBLR

Vitae Pharmaceuticals Inc. USA Healthcare VTAE $55.00 STFL; BMOCM JMPSEC; WMS

Totals 10 Deals $1,228.50

Issuer Nation Industry Ticker Exp. Value ($)

Range ($)

Shares (M)

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

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

Lock-up Provision

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

Manager(s)

Semler Scientific Inc. USA Healthcare 2/20/14 SMLR $10.01 180 8/19/14 AEGC

Lumenis Ltd. ISR Healthcare 2/26/14 LMNS $84.23 180 8/26/14 GS; CS; JEFF WLF

Varonis Systems Inc. USA Computers & Electronics

2/27/14 VRNS $121.44 180 8/26/14 MS; BAR; JEFF; RBC NEEDHM


SEC Registered IPO Lock-up Expirations Next 2 Weeks





SEC Registered Follow-Ons Filed Since August 4, 2014


($M)Last Trade

b/f FilingShares

(M)Market Value

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

Berry Plastics Group Inc. USA Chemicals 8/5/14 BERY $363.35 $24.67 14.73 $2,899.46 CITI

TPG Specialty Lending Inc. USA Finance 8/5/14 TSLX $95.05 $19.01 5.75 $1,018.30 BOAML; JPM; GS; MS; WLF TPG; STRH; IMPLCG; HSBC; MIZ

StealthGas Inc. GRC Transportation 8/6/14 GASS $10.35 $450.25 GLBGS

Spirit Aerosystems Holdings Inc.

USA Aerospace 8/7/14 SPR $309.85 $36.21 8.56 $5,024.14 MS; BAR

Umpqua Holdings Corp. USA Finance 8/7/14 UMPQ $250.35 $16.69 15 $3,625.81 JPM

Buckeye Partners LP USA Oil & Gas 8/12/14 BPL $205.35 $78.98 2.99 $9,386.61 BAR

Hi-Crush Partners LP USA Mining 8/12/14 HCLP $214.24 $65.70 3.75 $2,427.79 BAR; UBS; BOAML; MS BAIRD; WBLR; COWEN

Insmed Inc. USA Healthcare 8/12/14 INSM $100.13 $11.81 $568.96 LEER HWC

Rexnord Corp. USA Machinery 8/12/14 RXN $273.40 $27.34 10 $2,770.95 DB

Sprouts Farmers Markets Inc.

USA Retail 8/12/14 SFM $488.25 $32.55 17.25 $4,560.34 GS; CS APGLM; DB; GUG-PAR; UBS; WOLFE

Triangle Capital Corp. USA Finance 8/12/14 TCAP $110.56 $27.64 4.6 $891.11 MS; RJA; BAIRD; STFL JMPSEC; SAL

Gold Standard Ventures Corp.

CAN Mining 8/13/14 GSV $7.20 $0.72 11.5 $84.94 MGL LONMCU; HWC

Newcastle Investment Corp. USA Real Estate/Property

8/13/14 NCT $179.20 $4.48 46 $1,754.93 CITI; BOAML; CS

Advent Software Inc. USA Computers & Elec-tronics

8/14/14 ADVS $122.96 $32.79 3.75 $1,690.60 UBS

American Homes 4 Rent USA Real Estate/Property

8/14/14 AMH $233.87 $17.99 14.95 $3,473.08 MS

Enphase Energy Inc. USA Computers & Elec-tronics

8/14/14 ENPH $11.55 $533.13 NEEDHM RCP; NLND

Rexford Industrial Realty Inc. USA Real Estate/Property

8/14/14 REXR $208.20 $13.88 17.25 $593.32 BOAML; JPM; WLF; CITI; JEFF

PJ

SEC Registered IPOs Withdrawn/Postponed Since August 4, 2014

Issuer Nation Industry Withdrawn/ Postponed Date Ticker Expected Value

($M)Withdrawn/

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

Aina Le’a Inc. USA Real Estate/Property

8/5/14 AINA $37.50 Withdrawn Due to the length of time from the company’s initial filing to complete the audit process.

Microlin Bio Inc. USA Healthcare 8/6/14 MCLB $27.50 Postponed Due to market condition. BRNCAP; SSRPNT

Tobira Therapeutics Inc.

USA Healthcare 8/6/14 TBRA $60.00 Postponed Due to market condition. BMOCM; JMPSEC; OPCO

NOM

Vascular Biogen-ics Ltd.

ISR Healthcare 8/8/14 VBLX $75.60 Withdrawn Withdrawn after pricing due to a substantial existing US

shareholder did not fund payment for shares it previ-

ously agreed to purchase in the offering.

DB; WLF JMPSEC; NEEDHM; OPCO

GeNO Healthcare Corp.

USA Healthcare 8/12/14 GNO $50.00 Withdrawn Due to market conditions. JEFF; STFL CG


CONTINUED >





SEC Registered Follow-Ons Priced Since August 4, 2014


($M)Offer

Price.Last Traded/

OfferPrem./

Disc. %

% Change Price Offer/

CurrentBookrunner(s) Lead/

Co-Manager(s)

Juhl Energy Inc. USA Computers & Electronics

8/4/14 JUHL $2.15 $0.20 $0.22 -6.98 5.00 NLND

Berry Plastics Group Inc. USA Chemicals 8/5/14 BERY $361.58 $24.55 $24.67 -0.49 -1.22 CITI

Manchester United plc GBR Leisure & Recre-ation

8/5/14 MANU $204.00 $17.00 $17.45 -2.58 1.47 JEFF; BOAML; CS; DB; NOM

ACA

TPG Specialty Lending Inc. USA Finance 8/5/14 TSLX $93.15 $18.63 $19.01 -2.00 -5.42 BOAML; JPM; GS; MS; WLF

TPG; STRH; IMPLCG; HSBC; MIZ

Energy Focus Inc. USA Computers & Electronics

8/6/14 EFOI $5.29 $4.50 $4.96 -9.27 1.11 RCP NLND; BTIG

Extended Stay America Inc. / ESH Hospitality Inc.

USA Real Estate/Property

8/6/14 STAY $525.26 $21.75 $21.86 -0.50 5.43 DB; GS; JPM; CITI; BOAML; MS

BG; BAIRD; HLHZ; STFL

StealthGas Inc. GRC Transportation 8/6/14 GASS $35.00 $10.00 $10.35 -3.38 2.80 GLBGS

RSP Permian Inc. USA Oil & Gas 8/7/14 RSPP $294.98 $25.65 $25.89 -0.93 1.75 BAR; RBC; RJA; TP; UBS; JEFF

RICE; SBGBM; SCI; STEP; GLBGS;

KLRGRP; CB

Spirit Aerosystems Hold-ings Inc.

USA Aerospace 8/7/14 SPR $307.20 $35.90 $36.21 -0.86 1.56 MS; BAR

Umpqua Holdings Corp. USA Finance 8/7/14 UMPQ $243.00 $16.20 $16.69 -2.94 4.44 JPM

Buckeye Partners LP USA Oil & Gas 8/12/14 BPL $199.16 $76.60 $78.98 -3.01 -0.42 BAR

Celladon Corp. USA Healthcare 8/12/14 CLDN $43.70 $9.50 $9.65 -1.55 11.89 CS; JEFF STFL; WMS

Hi-Crush Partners LP USA Mining 8/12/14 HCLP $235.91 $62.91 $65.70 -4.25 -0.37 BARl; UBS; BOAML; MS

BAIRD; WBLR; COWEN

Insmed Inc. USA Healthcare 8/12/14 INSM $115.12 $11.25 $11.81 -4.74 19.82 LEER HWC

Rexnord Corp. USA Machinery 8/12/14 RXN $266.50 $26.65 $27.34 -2.52 1.20 DB

Sprouts Farmers Markets Inc.

USA Retail 8/12/14 SFM $450.00 $30.00 $30.31 -1.02 0.23 GS; CS APGLM; DB; GUGPAR; UBS; WOLFE

CONTINUED >

< PrEvIOUs

SEC Registered Follow-Ons Filed Since August 4, 2014


($M)Last Trade

b/f FilingShares

(M)Market Value

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

NeoGenomics Inc. USA Healthcare 8/15/14 NEO $4.88 $279.01 WBLR STEP; RCP; SIDO; DJS

Aastrom Biosciences Inc. USA Healthcare ASTM $20.00 $3.32 $20.73

Axion Power International Inc.

USA Computers & Elec-tronics

AXPW $15.00 $0.10 $25.09 MAXM

Cheniere Energy Partners LP Holdings LLC

USA Utility & Energy CQH $251.19 $24.87 10.1 $5,762.38 CS

GasLog Partners LP USA Transportation GLOP $125.00 $32.39 $636.29 CITI

Nxt-ID Inc. USA Professional Services

NXTD $18.19 $3.64 $80.19 NLND; PLNR

Viper Energy Partners LP USA Oil & Gas VNOM $110.25 $31.50 4.03 $2,510.55 BAR; CS; WLF






SEC Registered Follow-Ons Priced Since August 4, 2014


($M)Offer

Price.Last Traded/

OfferPrem./

Disc. %

% Change Price Offer/

CurrentBookrunner(s) Lead/

Co-Manager(s)

Triangle Capital Corp. USA Finance 8/12/14 TCAP $132.77 $26.85 $27.64 -2.86 0.89 MS; RJA; BAIRD; STFL JMPSEC; SAL

Gold Standard Ventures Corp.

CAN Mining 8/13/14 GSV $5.76 $0.64 $0.70 -8.49 1.88 MGL LONMCU; HWC

Newcastle Investment Corp.


8/13/14 NCT $175.60 $4.39 $4.48 -2.01 -0.23 CITI; BOAML; CS

Rice Energy Inc. USA Oil & Gas 8/13/14 RICE $374.82 $27.30 $27.47 -0.62 2.93 GS; BAR; CITI; WLF RBC; BMOCM; TP; CAPONE; CB; SBGBM;

STRH; SAL

Zoe's Kitchen Inc. USA Dining & Lodging 8/13/14 ZOES $136.13 $30.25 $30.77 -1.69 2.64 JEFF; PJ; BAIRD WBLR; STEP; STFL

Advent Software Inc. USA Computers & Electronics

8/14/14 ADVS $117.49 $31.33 $32.79 -4.45 -2.17 UBS

American Homes 4 Rent USA Real Estate/Property

8/14/14 AMH $229.45 $17.65 $17.99 -1.89 0.00 MS

Cellectar Biosciences Inc. USA Healthcare 8/14/14 CLRB $12.50 $3.75 $3.75 0.00 AEGC

Enphase Energy Inc. USA Computers & Electronics

8/14/14 ENPH $33.77 $10.50 $11.55 -9.09 18.00 NEEDHM RCP; NLND

Fifth Street Senior Floating Rate Corp.

USA Finance 8/14/14 FSFR $294.35 $12.91 $13.31 -3.01 -6.20 MS; DB; UBS; GS; BAR; CS; JPM

JMS; LTC; OPCO; MAXM; NS; MLV; WU

Rexford Industrial Realty Inc.


8/14/14 REXR $232.88 $13.50 $13.59 -0.66 2.96 BOAML; JPM; WLF; CITI; JEFF

PJ

NeoGenomics Inc. USA Healthcare 8/15/14 NEO $32.20 $4.60 $4.88 -5.74 WBLR STEP; RCP; SIDO; DJS


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)

Atlas Financial Holdings Inc. USA Insurance 5/20/14 AFH $25.00 90 8/18/14 SANDO JMS; SAL

Chimerix Inc. USA Healthcare 5/20/14 CMRX $119.38 90 8/18/14 MS; JPM WBLR; CG

CommunityOne Bancorp USA Finance 5/20/14 COB $10.15 90 8/18/14 STFL; SANDO

Kindred Healthcare Inc. USA Healthcare 6/19/14 KND $230.93 60 8/18/14 CITI; MS PB; WLF

Physicians Realty Trust USA Real Estate/Property

5/20/14 DOC $158.13 90 8/18/14 BOAML; KCM; WU JMS; REFICO; CB; CMPPNT; JHWL; RBS; CZ

Shore Bancshares Inc. USA Finance 5/20/14 SHBI $29.70 90 8/18/14 SANDO

Emerge Energy Services LP USA Oil & Gas 6/20/14 EMES $401.45 60 8/19/14 BOAML; MS; WLF; CITI; JPM; GS; UBS

BAIRD; STFL; BCM; WBLR; COWEN; PB; WU

Excel Trust Inc. USA Real Estate/Property

6/20/14 EXL $167.61 60 8/19/14 BAR; RJA CANFITZ; KCM; SANDO; STFL; WLF; MUFG; PJ; PB

GTT Communications Inc. USA Professional Services

5/21/14 GTT $23.25 90 8/19/14 WBLR; CHG; PCS

Post Holdings Inc. USA Food & Beverage

5/21/14 POST $301.70 90 8/20/14 BAR; CS; WLF; GS; BMOCM; NOM

BOAML; STRH; RABONL; PB; STFL

Orbitz Worldwide Inc. USA Professional Services

5/22/14 OWW $56.93 90 8/21/14 CS; MS; DB; UBS COWEN

CONTINUED >

< PrEvIOUs





< Previous

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)

KNOT Offshore Partners LP GBR Transportation 6/24/14 KNOP $148.97 60 8/23/14 BOAML; CITI; BAR; RJA; RBC; UBS; WLF

ABNAMN; DNBBAN

CVR Refining LP USA Oil & Gas 6/25/14 CVRR $194.87 60 8/24/14 CS; BAR; CITI; JEFF; JPM; MS; UBS

Memorial Production Partners LP USA Oil & Gas 7/10/14 MEMP $222.53 45 8/24/14 CITI; BAR

Bellatrix Exploration Ltd. CAN Oil & Gas 5/28/14 BXE $159.06 90 8/26/14 CG; DUNCOR ALTCC; MGL; NBF; NLND; TD; CIBC; GMPC; PARD; SBGBM

BioCryst Pharmaceuticals Inc. USA Healthcare 5/28/14 BCRX $115.00 90 8/26/14 JPM WLF; JMPSEC; MIZ; HWC; NBLFIN

Cache Inc. USA Retail 5/28/14 CACH $16.10 90 8/26/14 BRLYC

CommScope Holding Co Inc. USA Telecommuni-cations

6/12/14 COMM $462.88 75 8/26/14 JPM; DB; BOAML; BAR; CS; GS; JEFF; MS; RBC; WLF

ALLENL; EP; RJA; MIZ; SMFG

CaesarStone Sdot-Yam Ltd. ISR Construction/Building

5/29/14 CSTE $287.79 90 8/27/14 JPM; BAR; CS; BOAML; UBS

STFL

Midway Gold Corp. USA Mining 5/29/14 MDW $27.50 90 8/27/14 RBC; HAYSEC; CG; CRMK

StoneMor Partners LP USA Professional Services

5/29/14 STON $70.77 90 8/27/14 RJA; BAR JMS; BCM

Advanced Photonix Inc. USA Computers & Electronics

5/30/14 API $2.86 90 8/28/14 BRO

Glu Mobile Inc. USA Computers & Electronics

5/30/14 GLUU $34.51 90 8/28/14 COWEN; STFL NEEDHM; NLND

LeMaitre Vascular Inc. USA Healthcare 5/30/14 LMAT $11.51 90 8/28/14 CG; STFL RCP; BARRIG; PLNR; BRNCAP

Ares Capital Corp. USA Finance 7/16/14 ARCC $263.77 45 8/30/14 MS; WLF; UBS; JPM BAR; STFL

Colony Financial Inc. USA Real Estate/Property

7/16/14 CLNY $386.40 45 8/30/14 BOAML; JPM; BAR; CS; DB

Ramco-Gershenson Properties Trust


7/31/14 RPT $113.51 30 8/30/14 DB; JPM; KCM BCM; CAPONE; CB; PB; STFL; HNTIV

ARAMARK USA Dining & Lodging

5/29/14 ARMK $586.50 90 27th Aug 2014 GS; JPM; CS; MS; BAR; BOAML; RBC; WLF

BAIRD; PB; RABONL; RAMSAM; SANT; SMFG; WCG


SEC Registered Follow Ons Withdrawn/Postponed Since August 4, 2014

Issuer Nation Industry Withdrawn/ Postponed Date Ticker Expected Value

($M)Withdrawn/

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

eFleets Corp. USA Auto/Truck 8/13/14 EFLT $4.27 Postponed Due to market conditions.

AEGC

Top Ships Inc. GRC Transportation 8/8/14 TOPS $50.00 Withdrawn Due to market condition.

AEGC


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

Sec. Type Ticker Mkt. Cap

(M)Stock Price

Prem/ Disc % WC(s) Placement Agents/

Underwriters

NeoGenomics Inc. USA Healthcare Priced 8/15/14 CMPO $32.20 CS NEO $244.85 $4.88 -5.70% N/A CHG; RCP; SIDO; WBLR; DJS

Conatus Pharma-ceuticals Inc.

USA Healthcare Closed 8/14/14 RD $50.00 ATM CNAT $121.62 $7.78 0.00% N/A MCNIC

Registered Offerings and CMPOs Priced/Closed Since August 4, 2014

CoNTiNueD >





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

Conatus Pharmaceuticals Inc. CNAT S-3 8/14/14 $150.00 Equity/Debt

Hannon Armstrong Sustainable Infrastructure Capital Inc.

HASI S-3 8/14/14 $500.00 Equity

Celsus Therapeutics Plc CLTX F-3 8/13/14 $75.00 Equity

FelCor Lodging Trust Inc FCH S-3ASR 8/13/14 8/13/14 Unlimited Equity

Newfield Exploration Co NFX S-3ASR 8/13/14 8/13/14 Unlimited Equity/Debt

NV5 Holdings Inc. NVEE S-3 8/13/14 $30.00 Equity/Debt

Ambit Biosciences Corp. AMBI S-3 8/12/14 $100.00 Equity/Debt

Apricus Biosciences Inc. APRI S-3 8/12/14 $100.00 Equity/Debt

Alimera Sciences Inc. ALIM S-3 8/11/14 $100.00 Equity/Debt

Callaway Golf Co ELY S-3 8/11/14 $200.00 Equity/Debt

Dealertrack Technologies Inc. TRAK S-3ASR 8/11/14 8/11/14 Unlimited Equity

GreenHunter Resources Inc. GRH S-3 8/11/14 $150.00 Equity/Debt

HealthStream Inc. HSTM S-3 8/11/14 $225.00 Equity

Archer-Daniels-Midland Co ADM S-3 8/8/14 $3,000.00 Equity/Debt

Cerus Corp. CERS S-3 8/8/14 $250.00 Equity/Debt

China Jo-Jo Drugstores Inc. CJJD S-3 8/8/14 $30.00 Equity/Debt

Expedia Inc. EXPE S-3ASR 8/8/14 8/8/14 Unlimited Debt

MoSys Inc. MOSY S-3 8/8/14 $50.00 Equity/Debt

Parker Drilling Company PKD S-3ASR 8/8/14 8/8/14 Unlimited Equity/Debt

Spectra Energy Partners LP SEP S-3ASR 8/8/14 8/8/14 Unlimited Equity/Debt

Amarin Corporation Plc. AMRN S-3 8/7/14 $300.00 Equity/Debt

American Homes 4 Rent AMH S-3ASR 8/7/14 8/7/14 Unlimited Equity

Shelf Registration Statements Filed Since August 4, 2014

CONTINUED >

< PrEvIOUsRegistered Offerings and CMPOs Priced/Closed Since August 4, 2014

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

Sec. Type Ticker Mkt. Cap

(M)Stock Price

Prem/ Disc % WC(s)

Placement Agents/

UnderwritersApricus Biosciences Inc. USA Healthcare Closed 8/12/14 RD $22.00 EL APRI $75.06 $1.97 0.00% N/A

usell.com Inc. USA Technology Priced 8/12/14 RD $4.65 CS USEL $19.23 $3.30 -9.10% 50.00% DJS

Dejour Energy Inc. CAN Energy Priced 8/11/14 RD $1.50 CS DEJ $52.91 $0.30 -17.80% 100.00%

TapImmune Inc. USA Healthcare Priced 8/11/14 RD $2.00 CS TPIV $24.89 $1.55 -31.60% 100.00% HWC

Bacterin Interna-tional Holdings Inc.

USA Healthcare Closed 8/6/14 CMPO $6.52 CS BONE $28.19 $5.10 -19.90% 50.00% NLND

Gevo Inc. USA Energy Closed 8/5/14 CMPO $18.00 CS GEVO $34.55 $0.50 -17.10% 50.00% COWEN

StealthGas Inc. GRE Industrial Priced 8/5/14 RD $35.00 CS GASS $418.02 $10.45 -4.30% N/A GLBGS

SunCoke Energy Partners LP

USA Energy Closed 8/5/14 RD $75.00 ATM SXCP $679.40 $31.41 0.00% N/A WLF

Digimarc Corp. USA Technology Closed 8/4/14 RD $30.00 ATM DMRC $183.44 $24.21 0.00% N/A WLF

TherapeuticsMD Inc. USA Healthcare Closed 8/4/14 CMPO $46.00 CS TXMD $658.84 $4.53 0.00% N/A GS; NBLFIN





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)

8/12/14 Corindus Vascular Robotics Inc.

YIDI Your Internet Defender Inc. Corindus Inc. N/A N/A N/A 20.86 $2.00

8/12/14 Natural Resources Corp. Natural Resources Corp. (f/k/a Plum Run Acquisition Corp.)

M-Power Food Industries Private Ltd. N/A N/A N/A 0.70

8/11/14 Graphite Corp. GRPH Graphite Corp. (f/k/a First Resources Corp.) Advance Graphene Ltd. $0.07 16,820 $2.02 28.98

8/11/14 PetLife Pharmaceuticals Inc. EVGI Eco Ventures Group Inc. Petlife Corp. N/A N/A N/A 0.56

8/5/14 Asia Pacific Boiler Corp. PADR Asia Pacific Boiler Corp. (f/k/a Panama Dreaming Inc.)

Million Place Investments Ltd.; Inner Mongolia Yulong Pump Production Co.

Ltd.; Hohhot Devotion Boiler General Co. Private Ltd.

N/A N/A N/A 14.30

8/4/14 KollagenX Corp. KGNXKollagenX Corp. (f/k/a Integrated Electric Systems Corp.)

KollagenX Inc. N/A N/A N/A 54.00

Shell Merger Activity Since August 4, 2014

Includes companies which have completed mergers of private operating businesses into public shell companies as defined by the Securities and Exchange Commission. The information is derived from public filings with the Securities and Exchange Commission, Nasdaq and company announcements, sources which The Deal believes to be current and reliable. However, we cannot guarantee the accuracy and completeness of the information, which may be revised at any time. Total outstanding share amounts may reflect either pre- or post-merger ownership. N/T = Not Trading.

Initial Filing Date Company Ticker State of Incorporation Date of Incorporation Sharings Outstanding Authorized Shares (M)

Number of Shareholders

8/12/14 Oculus Inc. Nevada 1/9/14 46.37 200 39

8/8/14 Betafox Corp. Nevada 9/10/13 6.00 75 1

8/5/14 Baixo Relocation Services Inc. Nevada 1/7/14 5.00 75 1

8/4/14 Ournett Holdings Inc. Nevada 8/26/13 40.77 100 10

Shell Companies Since August 4, 2014

Includes SEC reporting companies which have declared their shell status and/or intent to merge with an operating company in a recent SEC filing; have non-financial assets of less than $100,000; have annual operating revenues of less than $100,000; have not been declared a delinquent filer by the SEC or their primary listing market; and have not already announced a completed reverse merger. We cannot guarantee the accuracy or completeness of the information, which may be revised at any time. N/T = Not Trading.


< Previous

Shelf Registration Statements Filed Since August 4, 2014

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

Camden Property Trust CPT S-3ASR 8/7/14 8/7/14 Unlimited Equity/Debt

PTC Therapeutics Inc. PTCT S-3ASR 8/7/14 8/7/14 Unlimited Equity/Debt

Black Hills Corp. BKH S-3ASR 8/6/14 8/6/14 Unlimited Equity/Debt

Fly Leasing Limited FLY F-3 8/6/14 $1,000.00 Equity/Debt

Star Bulk Carriers Corp. SBLK F-3 8/6/14 $1,000.00 Equity/Debt

U.S. Auto Parts Network Inc. PRTS S-3 8/6/14 $100.00 Equity

Alliqua Inc. ALQA S-3 8/5/14 $100.00 Equity/Debt

Brookline Bancorp Inc. BRKL S-3 8/5/14 8/14/14 $200.00 Equity/Debt

CTPartners Executive Search Inc. CTP S-3 8/5/14 $50.00 Equity

Magnum Hunter Resources Corp. MHR S-3ASR 8/5/14 8/5/14 Unlimited Equity/Debt

Rexford Industrial Realty Inc. REXR S-3 8/5/14 8/12/14 $750.00 Equity

V.F. Corp. VFC S-3ASR 8/5/14 8/5/14 Unlimited Equity/Debt

Physicians Realty Trust DOC S-3 8/4/14 $900.00 Equity/Debt

United Development Funding IV UDF S-3 8/4/14 $750.00 Equity/Debt

Totals 36 Shelf Registeration Statements




Date Company Round Funding Amount Date Company Round Funding Amount

Venture Capital Deals Since August 4, 2014

8/15/14 Bizzabo Undisclosed $2,500,0008/15/14 ClipCard Undisclosed $10,000,0008/15/14 Conversion Logic Undisclosed $1,100,0008/15/14 Hovelstay.com Series A $1,200,0008/15/14 RxREVU Undisclosed $1,000,0008/15/14 StrataCloud Undisclosed $2,000,0008/15/14 Vadio Seed $2,000,0008/15/14 Wealth Access Undisclosed Undisclosed8/15/14 Ygrene Energy Fund Undisclosed $30,000,0008/14/14 Arena Solutions Undisclosed $8,847,8188/14/14 AuditFile Undisclosed $3,000,0008/14/14 Aura Biosciences Undisclosed $4,000,0008/14/14 B-Stock Solutions Series B $7,000,0008/14/14 Beautified Seed $1,200,0008/14/14 BiOptix Diagnostics Undisclosed $2,054,2108/14/14 Blab Undisclosed $1,135,0338/14/14 CargoSense Undisclosed Undisclosed8/14/14 Castle Biosciences Undisclosed $11,800,0008/14/14 Clef Undisclosed $900,0008/14/14 Desire2Learn Series B $85,000,0008/14/14 Distelli Undisclosed $400,0008/14/14 Drip Drop Undisclosed $5,600,0008/14/14 Entigral Systems Undisclosed $171,7508/14/14 French Girls Undisclosed $100,0008/14/14 Geneva Healthcare Undisclosed $1,830,0008/14/14 HelloTel App Undisclosed $500,0008/14/14 iCharts Undisclosed $4,300,0008/14/14 Luminal Series B $10,000,0008/14/14 MyVR Undisclosed $1,600,0008/14/14 Nutrinsic Undisclosed $12,700,0008/14/14 PeerNova Series A Undisclosed8/14/14 PetCoach Undisclosed $300,0008/14/14 PokitDok Undisclosed $1,365,0008/14/14 Practice Fusion Undisclosed $2,096,3868/14/14 Silk Road Medical Undisclosed $15,000,0008/14/14 SmartThings Undisclosed Undisclosed8/14/14 Surf Air Undisclosed $73,000,0008/13/14 Acquia Undisclosed Undisclosed8/13/14 Acupera Series A $4,000,0008/13/14 Adello Series A $2,000,0008/13/14 AdStage Series A $6,250,0008/13/14 Bravo Wellness Series A $22,000,0008/13/14 ClariPhy Communications Undisclosed $5,500,0008/13/14 CollectiveHealth Series A Undisclosed8/13/14 Dolls Kill Undisclosed $5,000,0008/13/14 Electric Imp Series B $15,000,0008/13/14 EverString Series A $12,000,0008/13/14 FAAH Pharma Undisclosed Undisclosed8/13/14 Famo.us Undisclosed $25,000,0008/13/14 GenoSpace Undisclosed $5,000,0008/13/14 GetTaxi Undisclosed $150,000,0008/13/14 Greenhouse Series A $7,500,0008/13/14 Happier Undisclosed $2,000,0008/13/14 Human Demand Undisclosed Undisclosed8/13/14 Keen Home Undisclosed $60,9508/13/14 Lastline Series B $10,000,0028/13/14 Lookout Series F $150,000,0008/13/14 LuLu’s Fashion Lounge Undisclosed Undisclosed8/13/14 MyHealthDirect Undisclosed $599,9528/13/14 Otonomy Undisclosed $100,800,0008/13/14 PhosImmune Undisclosed Undisclosed8/13/14 Plum Undisclosed Undisclosed8/13/14 Push Technology Series A $5,000,0008/13/14 RadPad Undisclosed $2,000,000

8/13/14 RelayRides Series B $10,000,0008/13/14 Sailpoint Undisclosed Undisclosed8/13/14 SkyCross Undisclosed $2,277,1098/13/14 Stowaway Cosmetics Seed $1,500,0008/13/14 Tarsa Therapeutics Undisclosed $10,000,0008/13/14 Validic Series A $5,000,0008/13/14 Vantage Sports Undisclosed Undisclosed8/13/14 WePlann Undisclosed $420,0008/12/14 360fly Undisclosed $17,800,0008/12/14 Agent Ace Series A $6,000,0008/12/14 aWhere Series A $2,450,0008/12/14 Axial Series B $11,000,0008/12/14 Cardiva Medical Undisclosed $12,500,0008/12/14 Enthrill Distribution Undisclosed $1,300,0008/12/14 Fiverr Series C $30,000,0008/12/14 Groupize Series A $2,000,0008/12/14 Hireology Series B $10,000,0008/12/14 IsoPlexis Undisclosed $300,0008/12/14 Kitman Labs Series A $4,000,0008/12/14 MagForce USA Undisclosed $15,000,0008/12/14 Muzooka Series A $3,000,0008/12/14 NBD Nanotechnologies Undisclosed $5,200,0008/12/14 Niveus Medical Undisclosed $1,840,5388/12/14 Photobucket Undisclosed $3,186,4328/12/14 Platform9 Series A $4,500,0008/12/14 Q Seed $775,0008/12/14 Qcept Technologies Undisclosed $3,000,0008/12/14 Quarri Technologies Undisclosed $697,1698/12/14 Rigetti Computing Seed $2,500,0008/12/14 Scilex Pharmaceuticals Undisclosed $5,000,0008/12/14 TelePharm Undisclosed $2,500,0008/12/14 Whaleback Systems Undisclosed Undisclosed8/12/14 Windsor Circle Series B $5,250,0008/12/14 Zindigo Undisclosed $1,613,1898/12/14 Zubie Undisclosed $8,000,0008/11/14 5i Sciences Undisclosed $3,000,0008/11/14 5i Sciences Undisclosed $1,025,0008/11/14 Appuri Undisclosed $261,0008/11/14 Azumio Undisclosed $916,2158/11/14 Chairish Series A $4,000,0008/11/14 Colátris Seed $118,0008/11/14 Crowsnest Seed $118,0008/11/14 Evtron Undisclosed $100,0008/11/14 Exploration Labs Seed $118,0008/11/14 Fulcrum Bioenergy Undisclosed Undisclosed8/11/14 Garmentory Seed $118,0008/11/14 Gazelle Undisclosed $9,500,0008/11/14 Kickboard Undisclosed $3,259,4478/11/14 Live Stories Seed $118,0008/11/14 LucidWorks Undisclosed $7,999,9998/11/14 MagikFlix Seed $118,0008/11/14 Mirador Financial Undisclosed $1,000,0008/11/14 Nasuni Undisclosed $10,000,0008/11/14 OnForce Undisclosed Undisclosed8/11/14 Ooyala Undisclosed $270,000,0008/11/14 PonoMusic Seed $1,400,0008/11/14 Quettra Undisclosed $2,900,0008/11/14 Saatchi Online Undisclosed $17,000,0008/11/14 Seventh Sense Biosystems Series B $16,000,0008/11/14 Silatronix Undisclosed $2,146,6858/11/14 Slice Undisclosed Undisclosed8/11/14 Stand In Seed $118,0008/11/14 Streamline Seed $118,0008/11/14 StreetShares Undisclosed $135,000

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




< Previous

Date Company Round Funding Amount Date Company Round Funding Amount

Venture Capital Deals Since August 4, 2014

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

8/11/14 Tolero Pharmaceuticals Series B $14,200,0008/11/14 Touchbase Seed $118,0008/11/14 True Facet Seed $118,0008/11/14 VentureBeat Undisclosed $662,5008/11/14 Weddington Way Series A $9,000,0008/11/14 Zerista Undisclosed $2,000,7148/10/14 BuzzFeed Undisclosed $50,000,0008/8/14 Adatao Series A $13,000,0008/8/14 Aegis Mobility Undisclosed $592,5008/8/14 ALL DEF DIGITAL Series A $5,000,0008/8/14 Beam Technologies Series A $5,000,0008/8/14 CareDox Undisclosed $2,489,9058/8/14 DrFirst Undisclosed $10,000,0008/8/14 Edmodo Series D $30,000,0008/8/14 Framebridge Undisclosed $1,250,0008/8/14 Gameface Media Series B $2,500,0008/8/14 Healthcare Marketmaker Undisclosed $65,0008/8/14 Invisible Connect Undisclosed $2,500,0008/8/14 Izenda Undisclosed $3,000,0008/8/14 Omni Water Solutions Undisclosed $1,846,9008/8/14 PBworks Undisclosed $300,0008/8/14 Plated Series A $15,000,0008/8/14 Poshly Seed $1,500,0008/8/14 Provender Seed $800,0008/8/14 SnobSwap Undisclosed $700,0008/8/14 SouthWest NanoTechnologies Undisclosed $2,700,0008/8/14 Thuzio Series A $6,000,0008/8/14 ViaCyte Series C $5,400,0008/8/14 Vurb Series A $8,000,0008/8/14 WikiWand Undisclosed $600,0008/7/14 Addy Undisclosed $135,4708/7/14 BioMotiv Undisclosed $4,782,2358/7/14 Blacksheep MILSIM Seed Undisclosed8/7/14 Cabify Seed $4,500,0008/7/14 Casper Series A $13,100,0008/7/14 Convertix Seed Undisclosed8/7/14 Emrgy Seed Undisclosed8/7/14 Galera Therapeutics Undisclosed $4,740,0008/7/14 GridCraft Seed $2,200,0008/7/14 House Actually Seed Undisclosed8/7/14 Hover Undisclosed $3,786,8618/7/14 Kitsy Lane Undisclosed $918,0008/7/14 Life360 Series C $25,000,0008/7/14 Lifetime Oil Seed Undisclosed8/7/14 Lynxsy Seed $525,0008/7/14 MedShape Undisclosed $350,0008/7/14 Motoroso Seed $20,0008/7/14 NOMAD Seed Undisclosed8/7/14 OfferSavvy Seed Undisclosed8/7/14 Pathgather Seed $600,0008/7/14 Pivot3 Undisclosed $12,000,0008/7/14 Ponder Seed $300,0008/7/14 PrivateCore Undisclosed Undisclosed8/7/14 Rapt Media Undisclosed $3,100,0008/7/14 Roadster Seed $1,050,0008/7/14 Room Choice Seed $260,0008/7/14 RoundPegg Undisclosed $484,5388/7/14 Seed&Spark Seed $1,000,0008/7/14 Snaapiq Seed Undisclosed8/7/14 Standard Analytics Seed $450,0008/7/14 T2 Biosystems Undisclosed $57,200,0008/7/14 Two Tap Seed $2,700,0008/7/14 Ulula Seed Undisclosed8/7/14 Vessel Seed $750,000

8/7/14 Vogogo Undisclosed $8,500,0008/7/14 Zephyrus Biosciences Seed Undisclosed8/6/14 5Rocks Undisclosed Undisclosed8/6/14 Andrew Alliance Series B Undisclosed8/6/14 CarePredict Undisclosed Undisclosed8/6/14 Directr Undisclosed Undisclosed8/6/14 Doctor On Demand Series A $21,000,0008/6/14 Drop Messages Seed $1,250,0008/6/14 Druva Series D $25,000,0008/6/14 Figure 1 Series A $4,000,0008/6/14 Fluidware Undisclosed Undisclosed8/6/14 InVision Series B $21,000,0008/6/14 Kiwi Series B $12,000,0008/6/14 Metanautix Undisclosed $7,000,0008/6/14 MitraSpan Undisclosed $2,200,0008/6/14 MotionSavvy Undisclosed $108,0008/6/14 Myomo Series B $1,720,2318/6/14 OnSwipe Undisclosed Undisclosed8/6/14 PuzzleSocial Undisclosed $1,097,5388/6/14 Ringadoc Undisclosed Undisclosed8/6/14 Siluria Technologies Undisclosed $30,395,6538/6/14 Social Tables Undisclosed $8,000,0008/6/14 Splice Machine Series B $3,000,0008/6/14 Strata Health Solutions Undisclosed Undisclosed8/6/14 TesoRx Pharma Series B $10,000,0008/6/14 Transatomic Power Seed $2,000,0008/6/14 Vectra Networks Undisclosed $25,000,0008/6/14 Wildcard Series A $7,000,0008/6/14 Zealot Networks Undisclosed $25,000,0008/5/14 Bitglass Series B $25,000,0008/5/14 Conspire Undisclosed $2,471,0078/5/14 Constellation Pharmaceuticals Undisclosed $5,000,0008/5/14 FlexWage Solutions Undisclosed $3,500,0008/5/14 GliaCure Series B $5,800,0008/5/14 Juno Therapeutics Series B $134,000,0008/5/14 MdotLabs Undisclosed Undisclosed8/5/14 OpenSignal Series A $4,000,0008/5/14 OptiNose Series C Undisclosed8/5/14 Pantry Undisclosed $1,300,0008/5/14 Peep Undisclosed $3,700,0008/5/14 Rebiotix Series B $25,000,0008/5/14 Retention Science Series A $7,000,0008/5/14 SecureAuth Undisclosed $5,710,4508/5/14 Smaato Series E $25,000,0008/5/14 SynergEyes Undisclosed $12,000,0008/5/14 TheraDoc Undisclosed $117,000,0008/4/14 Adama Materials Undisclosed $350,0008/4/14 Altitude Digital Undisclosed $7,000,0008/4/14 BlueCava Undisclosed $400,0018/4/14 Caviar Undisclosed Undisclosed8/4/14 Copilot Labs Undisclosed Undisclosed8/4/14 Enumeral Biomedical Undisclosed $21,500,0008/4/14 ex.fm Undisclosed Undisclosed8/4/14 Kidzui Undisclosed Undisclosed8/4/14 Korner Seed Undisclosed8/4/14 MobileDevHQ Undisclosed Undisclosed8/4/14 OneRoof Energy Undisclosed $1,000,0008/4/14 Perfect Market Undisclosed Undisclosed8/4/14 Profectus BioSciences Undisclosed $450,0008/4/14 Scytl Undisclosed $44,000,0008/4/14 Voci Technologies Undisclosed $1,000,0008/4/14 Wise.io Series A $1,552,051 Total: 254



COMPANY INDEX

A-h

Abbott Laboratories . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Access America Investments . . . . . . . . . . . . . . . . . . . .13Access Global . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13Access Industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5Adavaxis Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3Aegerion Pharmaceuticals Inc . . . . . . . . . . . . . . . . . . . .7Aegis Capital Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14Akin Gump Strauss Hauer & Feld LLP . . . . . . . . . . . .6Amazon .com Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10American Realty Capital Healthcare Trust Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . .6American Realty Capital Properties Inc . . . . . . . . . . .6Anadarko Petroleum Corp . . . . . . . . . . . . . . . . . . . . . . .5Apollo Global Management LLC . . . . . . . . . . . . . . . . .5AR Capital Acquisition Corp . . . . . . . . . . . . . . . . . . . . . .6AR Capital LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Bering Growth Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13Bessemer Venture Partners . . . . . . . . . . . . . . . . . . . . 10Billion Dollar Babes Inc . . . . . . . . . . . . . . . . . . . . . . . . . 10BMO Capital Markets Corp . . . . . . . . . . . . . . . . . . . . . .14Breitling Energy Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . .4BTIG LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5Bullfrog . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3BuzzFeed Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Canadian Natural Resources Ltd . . . . . . . . . . . . . . . . . .8Capital Z Investment Partners LLC . . . . . . . . . . . . . . .8CARAX SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4Cardinal Venture Capital . . . . . . . . . . . . . . . . . . . . . . . 10CBS Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Centrue Financial Corp . . . . . . . . . . . . . . . . . . . . . . . . . . .8Chief Oil & Gas LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5China Auto Logistics Inc . . . . . . . . . . . . . . . . . . . . . . . . . .1China Housing & Land Development Inc . . . . . . . .13Citic Securities Co . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5Citigroup Global Markets Inc . . . . . . . . . . . . . . . . . . . . .6Coastal Group Holdings Inc . . . . . . . . . . . . . . . . . . . . .12Constellation Growth Corp . . . . . . . . . . . . . . . . . . . . . .13Cooley LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8Coral Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Core Consulting Group Inc . . . . . . . . . . . . . . . . . . . . . . .1Cowen & Co . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5Credit Suisse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14Criteo Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9CRT Capital Group LLC . . . . . . . . . . . . . . . . . . . . . . . . . .14Davis Polk & Wardwell LLP . . . . . . . . . . . . . . . . . . . . . . .8DBBG Consulting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13Delivery Agent Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Demand Media Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Depository Trust Co . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1Development Capital Group Inc . . . . . . . . . . . . . . . . . .6Devon Energy Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Edco Capital Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8Emerging Acquisition Corp . . . . . . . . . . . . . . . . . . . . . .13EnerNOC Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7EOG Resources Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5EP Energy Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5Evolution Acquisition Corp . . . . . . . . . . . . . . . . . . . . . .13FAB Universal Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Facebook Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Fairholme Capital Management LLC . . . . . . . . . . . . .8Focus Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Formative Growth Corp . . . . . . . . . . . . . . . . . . . . . . . . .13Friedman LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11FTI Consulting Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Genability Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8General Electric Co . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11GeoInvesting LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11Gold Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3Goldman Sachs Group Inc . . . . . . . . . . . . . . . . . . . . . . . .5Google Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Guanwei Recycling Corp . . . . . . . . . . . . . . . . . . . . . . . . .3Guggenheim Securities LLC . . . . . . . . . . . . . . . . . . . . .5Gustavson Associates LLC . . . . . . . . . . . . . . . . . . . . . . .4H .C . Wainwright & Co . LLC . . . . . . . . . . . . . . . . . . . . . .14H&M Hennes & Mauritz AB . . . . . . . . . . . . . . . . . . . . 10HealthCor Management LP . . . . . . . . . . . . . . . . . . . . .11Hearst Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Hughes Hubbard & Reed LLP . . . . . . . . . . . . . . . . . . .12

i-z

Imperial Metals Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8International Power Group Ltd . . . . . . . . . . . . . . . . . . .4Intrepid Investment Bankers LLC . . . . . . . . . . . . . . 10IPKV Holdings Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13Ironwood Capital Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Jefferies LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9, 14JMP Group Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5JMP Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14KCCW Accountancy Corp . . . . . . . . . . . . . . . . . . . . . . .11KonaRed Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Koninklijke Philips NV . . . . . . . . . . . . . . . . . . . . . . . . . . .11Ladenburg Thalmann & Co . . . . . . . . . . . . . . . . . . . 6, 14Lazard . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5Lazard Capital Markets LLC . . . . . . . . . . . . . . . . . . . . . .5Lerer Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Live Nation Entertainment Inc . . . . . . . . . . . . . . . . . 10Loeb & Loeb LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Lowenstein Sandler LLP . . . . . . . . . . . . . . . . . . . . . . . .12Marathon Oil Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5McDermott Will & Emery LLP . . . . . . . . . . . . . . . . 6, 11Mitsubishi UFJ Securities . . . . . . . . . . . . . . . . . . . . . . . .14MoneyInfo LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1Morgan Stanley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8, 14

MusclePharm Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3Native American Energy Group Inc . . . . . . . . . . . . . . .3Nautilus Global Partners . . . . . . . . . . . . . . . . . . . . . . . .13New York REIT Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Obsidian Agency Services Inc . . . . . . . . . . . . . . . . . . . .9OGP Group LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12Orient Paper Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13Pacific Crest Securities LLC . . . . . . . . . . . . . . . . . . . . . . .8Pan Asian Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13Princeton Research Inc . . . . . . . . . . . . . . . . . . . . . . . . . . .1Proskauer Rose LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Raymond James & Associates . . . . . . . . . . . . . . . . . . . .8Rightside Group Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Rio Sterling Holdings LLC . . . . . . . . . . . . . . . . . . . . . . .12Robert W . Baird & Co . . . . . . . . . . . . . . . . . . . . . . . . . 8, 14Roth Capital Partners LLC . . . . . . . . . . . . . . . . . . . . . . .14RRE Ventures LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Samsung Venture Investment Corp . . . . . . . . . . . . 10Scalar Media Partners LLC . . . . . . . . . . . . . . . . . . . . . 10Seven Seas Acquisition Corp . . . . . . . . . . . . . . . . . . . .13Sichenzia Ross Friedman Ference LLP . . . . . . . . . . . .3Silicon Valley Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Silk Road Medical Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Sino Clean Energy Inc . . . . . . . . . . . . . . . . . . . . . . . . . . .11Slow Train Holdings LLC . . . . . . . . . . . . . . . . . . . . . . . .12Sommer & Schneider LLP . . . . . . . . . . . . . . . . . . . . . . .11Southern Growth Corp . . . . . . . . . . . . . . . . . . . . . . . . . .13Spartan Group Holdings LLC . . . . . . . . . . . . . . . . . . . .12Stephens Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14Stifel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14T-Venture Holding GmbH . . . . . . . . . . . . . . . . . . . . . . 10Technion Seed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11Tennenbaum & Co . LLC . . . . . . . . . . . . . . . . . . . . . . . . . .9Thought Development Inc . . . . . . . . . . . . . . . . . . . . . .13Three Part Advisors LLC . . . . . . . . . . . . . . . . . . . . . . . . .14Tidewater Oil and Gas Co . LLC . . . . . . . . . . . . . . . . . . .4Transatlantic Acquisition Corp . . . . . . . . . . . . . . . . . . .1320/20 HealthCare Partners LLC . . . . . . . . . . . . . . . . .11Twitter Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Universal Travel Group . . . . . . . . . . . . . . . . . . . . . . . . . .13Vertical Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Virtus Oil and Gas Corp . . . . . . . . . . . . . . . . . . . . . . . . . . .1Warburg Pincus LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Wedbush Securities Inc . . . . . . . . . . . . . . . . . . . . . . . . .14Wells Fargo Securities LLC . . . . . . . . . . . . . . . . . . . . . .14Wilson Sonsini Goodrich & Rosati PC . . . . . . . . . . . .9Worldview Technology Partners Inc . . . . . . . . . . . . 10Yahoo! Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Your Internet Defender Inc . . . . . . . . . . . . . . . . . . . . . .11YXIME Partners Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5Zosano Pharma Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . .14Zurich Financial Services Group . . . . . . . . . . . . . . . . .8



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