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ATM Offerings: What Issuers Need to Know
1. Monthly
Webinar
Series
presents
At-‐the-‐Market
Offerings:
What
Issuers
Need
to
Know
November
8,
2012
Panelists
Sara
LaFever
Account
Manager
Sagient
Research
Greg
Curhan
Managing
Director
Investment
Banking
MLV
&
Co.
Adam
Epstein
Founding
Principal
Third
Creek
Advisors,
LLC
Moderator
Brett
Goetschius
Publisher
and
CEO
Growth Capital Investor
2. Thank
you
for
participating
in
“At-‐the-‐Market
Offerings:
What
Issuers
Need
to
Know.”
This
manual
contains
information
you
will
need
to
prepare
for
this
webinar.
CONFERENCE
MANUAL
This
manual
contains:
•Dial-‐in/log-‐on
instructions.
Speaker
bio
and
contact
information.
•Tips
for
submitting
questions.
•Pertinent
information
from
the
pages
of
Growth
Capital
Investor.
CONFERENCE
DETAILS
The
webinar
is
scheduled
for
Thursday,
November
8,
2012
at
2:00
p.m.
EST,
1:00
p.m.
CST,
12:00
p.m.
MST,
and
11:00
a.m.
PST.
It
will
last
110
minutes.
HOW
TO
JOIN
THE
WEBINAR
Online
With
Streaming
Audio
•Go
to
http://web.beaconlive.com
•On
the
“Join
a
Meeting”
side
of
the
login
page,
enter
meeting
room:
mnm2
•Enter
your
unique
PIN
(same
as
the
audio
PIN
you
received).
•Click
on
“Join
Meeting”
to
access
the
presentation.
Optional
Telephone
Access
If
you
have
trouble
streaming
the
sound
through
your
computer,
please
follow
these
instructions
to
listen
by
phone:
•Dial
1-‐
866-‐953-‐3919
about
5-‐10
minutes
before
the
start
of
the
conference.
•Enter
your
unique
PIN
(sent
in
your
e-‐
mail
confirmation).
•You
will
hear
music
on
hold
until
the
conference
has
started
or
be
connected
directly
if
it
has
already
begun.
•If
you
have
trouble
with
your
PIN
stay
on
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line
and
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operator
will
assist
you.
•If
you
are
using
a
speakerphone,
put
the
phone
on
MUTE
for
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best
sound
quality.
•If
you
are
disconnected
at
any
point,
just
repeat
the
processes
above.
PLEASE
NOTE:
Only
one
dial
in
and
one
log
on
per
PIN
are
allowed.
If
you
have
problems
accessing
the
webinar,
please
call
877-‐297-‐2901.
HOW
TO
SUBMIT
QUESTIONS
Questions
may
be
submitted
at
any
time
during
the
call
using
the
chat
function
on
the
web
interface
in
the
lower
left
corner
of
your
screen.
Just
type
in
your
question
and
send
it
to
“Q&A
session”
in
the
drop-‐
down
menu.
Conference Manual Page 1
3. SPEAKER
BIOS
AND
CONTACT
INFORMATION
Sara
LaFever
is
an
account
manager
at
Sagient
Research
Systems.
Sara
began
her
career
with
Sagient
as
an
analyst,
and
transitioned
into
a
position
in
the
sales/marketing
team.
She
works
with
three
of
Sagient’s
products:
BioMedTracker,
PlacementTracker,
and
CatalystTracker.
She
received
her
BA
from
New
York
University
and
is
pursuing
a
master’s
in
library
and
information
science
from
San
Jose
State
University.
CONTACT
Sara
LaFever
Account
Manager
Sagient
Research
Systems
858-‐200-‐2357
slafever@sagientresearch.com
Conference Manual Page 2
5. 102
264
89
21
86
157
29
55
76
ATM
(At
the
Market)
Offering
Common
Stock
Common
Stock
-‐
CMPO/Overnight
Offering
Common
Stock
-‐
Rights
Offering/Reset
Common
Stock
-‐
Shelf
Sale
(Registered
Direct)
Convertible
-‐
Fixed
Convertible
-‐
Floating/Reset/Company
Installment
Non-‐Convertible
Debt/Preferred
Stock
Structured
Equity
Line
Conference Manual Page 4
6. } Only 1 ATM in
2006
} Popularity rose
2009
} Exploded in 2010
} Continues to
expand 0
20
40
60
80
100
120
ATMs
2012
(YTD)
2011
2010
2009
*Date range based on closing date
Conference Manual Page 5
7. REITS Healthcare
Energy Financial
Industrial Other
Healthcare includes Biotech & Pharma
Energy includes Oil & Gas, Pipelines
Financial includes Banks, Closed-end Funds, Diversified Financial Services,
Investment Companies
Industrial includes Electronics, Transportation, Engineering
Other includes Utilities, Technology, Mining, Communications
*Data from 2009-present
Conference Manual Page 6
13.
Greg
Curhan
is
Managing
Director
and
Head
of
Technology
Investment
Banking
at
MLV
&
Co.
Mr.
Curhan
joined
MLV
in
2011
to
expand
its
focus
to
Technology
sectors
for
ATM
financings,
as
well
as
to
broaden
the
firm’s
offerings
to
other
strategic
advisory
and
investment
banking
services.
Prior
to
MLV,
Mr.
Curhan
was
President
of
CleanTech
Capital
Consulting,
Inc.,
where
he
advised
companies
and
their
boards,
often
serving
as
a
director
himself.
Prior
to
this,
Mr.
Curhan
was
President,
Chairman
of
the
Commitment
Committee
and
Head
of
the
CleanTech
investment
banking
team
of
Merriman
Curhan
Ford
&
Co.,
which
he
cofounded.
Merriman
Curhan
Ford
raised
more
than
$5
billion
for
its
corporate
clients
and
provided
advice
on
a
number
of
M&A
transactions
during
his
tenure.
Mr.
Curhan
brings
more
than
25
years
of
experience
helping
finance,
manage,
and
advise
fast-‐growing
companies
in
rapidly
changing
technology
industries
typically
backed
by
Silicon
Valley
venture
capital.
CONTACT
Greg
Curhan
Managing
Director
and
Head
of
Technology
Investment
Banking
MLV
&
Co.
415-‐840-‐2203
gcurhan@mlvco.com
Conference Manual Page 12
15. Disclaimer
The information contained herein is confidential and is intended solely for the use of the
addressee(s). It shall not be construed as a recommendation to buy or sell any security and/or
participate in an At-the-Market-Issuance. Any external companies information provided herein is
used as an example only and is not to be considered as indicative of the results achieved by your
company. Any unauthorized access, use, reproduction, disclosure or dissemination is prohibited.
The information provided shall not be disseminated to another party without the prior written
consent of MLV & Co LLC. Neither MLV & Co LLC nor any of its subsidiaries, affiliates,
officers, or employees shall assume any legal liability or responsibility for any incorrect, misleading
or altered information contained herein.
Conference Manual Page 14
16. What is At-the-Market Issuance?
n At-the-Market Issuance (“ATM”) enables an S3 eligible issuer, who’s share are listed on a
national exchange (NASDAQ, NYSE, etc), to opportunistically sell equity at its discretion, at
the prevailing market price
q The Company dictates the timing and price at which it raises capital
q Minimum threshold price is set solely by the issuer (e.g. “sell up to 200,000 shares at $7.00 or better”)
q No discounts and no warrants
n Seamless implementation of ATM with S-3 Shelf Filing
q Up to a maximum dollar amount of stock sales; ATM agreement effective for the life of the shelf registration
q However, ATM does not preclude any other capital raising alternatives (no impact on shelf capacity unless it is
used)
q This is a tool to be used at will, to expand your capital access alternatives
q ATM reported retroactively in 10-Qs
n Having an ATM facility in place would enable you to:
q Capitalize on Catalysts: Leverage on equity appreciation in real time (volume and/or price spike due to news flow
or macro events)
q Service Working Capital Needs: ATM can be tailored to raise capital on an as needed basis to maintain treasury and
manage the balance sheet
q Temper financing risk /downside associated with punitive deal structures
q Increase liquidity and exposure, cross blocks with institutions seeking to build up a position
Conference Manual Page 15
17. Benefits of ATM issuance include:
n Cost effectiveness of selling shares at the market price
n Access to equity capital without impact on pricing of a traditional offering
n Can be done discretely, raising significant proceeds over time
n At all times, issuer decides timing, minimum price, volume
n Highly streamlined and cost effective execution
n Once ATM is in place, the company can use it opportunistically at times of positive
stock price movement
n The issuer is never required to use it and is never precluded from doing anything else
Benefits of At-The-Market (ATM)
ATM is a capital raising methodology which provides an issuer the ability to sell publicly
traded shares – common and/or preferred - at the prevailing market price at the time and
amount of its choosing
Conference Manual Page 16
18. ATM History – Increasing Popularity
n During the financial crisis ATM became a primary source of capital for financial
institutions
n In 2009, one-third of the major TARP recipients used ATM to recapitalize
n Bank of America raised approximately $12.5B for itself through ATM over a 2-week
period in May 2009
n Other users included Fifth Third Bancorp, KeyCorp, Commerce Bancshares, E Trade,
PNC, SunTrust, and Hartford
n Approximately 50 REITs have used ATM – a majority of the sector. Many have used
ATM multiple times
n Other capital intensive industries such as metals & mining and biotech are frequently
using ATM
n ATM is a highly efficient means of raising capital for a business within any industry
Conference Manual Page 17
19. >$1B
45%
$500M
-‐
$1B
13%
$250M
-‐
$500M
13%
<$250M
29%
2012
Thru
Q3
ATM History: Growing Market Share
Sources: Dealogic, Thompson Reuters, SEC Filings
Data as of 10/1/2012
Year Number of ATM Deals
2005 10
2006 23
2007 14
2008 58
2009 119
2010 104
2011 123
2012 thru Q3 104
Total 555
Follow
On,
601 Follow
On,
534
Follow
On,
435
Follow
On,
457
ATM,
119 ATM,
104 ATM,
123 ATM,
104
0
100
200
300
400
500
600
700
2009 2010 2011 2012
thru
Q3
Number
of
Deals
ATM
Offering
Trends
ATM accounted for ~20% of all shelf take downs in the first three quarters of 2012
>$1B
35%
$200M-‐
$1B
31%
<$200M
34%
2010
>$1B
41%
$200M-‐
$1B
22%
<$200M
37%
2011
Conference Manual Page 18
20. Proceeds per dollar:
Follow-On or
Bought Deal
PIPE
ATM maximizes proceeds vs. Alternative Offerings
Follow
On Fee,
5c Market
Discount,
10c
Proceeds
to Issuer,
85c
ATM Fee,
3c Market
Discount,
0c
Proceeds
to Issuer,
97c
PIPE
Fee, 5c Market
Discount,
12c
Cost of
Warrants,
5c
Proceeds
to Issuer,
78c
ATM
Conference Manual Page 19
21. When can ATM be used:
§ Anytime except around an 8K filing
§ Not subject to insider trading windows
Indicative volume parameters followed by MLV as % of daily volume of an
issuer:
n No sales on flat to down trading day
n Up to 33% on a day where stock is up less than 2%
n Up to 50% on a days where stock is up less than 5%
n As much as 75% of the volume on any given day
n Typically most of the capital would be raised for an issuer over 5 trading days during the month
How Often Can ATM be Used?
For an issuer of more than $75mm in free float there is no limitation on size of ATM filing;
below $75mm free float a company is limited to 33% of the free float in any single ATM filing
When the share price is up, an issuer has the ability to expand
volume by taking advantage of pent up demand.
Conference Manual Page 20
22. n ATM can also be use to issue Preferred Shares
n Once issued and outstanding, a series of Preferred Stock can be used to raise additional proceeds at any time
through ATM
n The process for putting a new series of preferred stock in place can be completed within three weeks, is highly
cost effective and requires very limited management time (including no road shows).
n An ideal issuer candidate would have a Market cap > $200M and would have positive cash flow
Attributes of Perpetual Preferred
n Trades on a listed exchange such as the NYSE or AMEX (par is usually $25)
n Non-convertible and perpetual
n Callable at par after three years
n Yield comparable to that of corresponding senior notes
n No covenants
n Essentially analogous to a “capped” common
n No arbitrage/shorting of the common typically associated with a convertible preferred
n Ongoing financing vehicle that can be accessed for future capital requirements
n Attractive to retail investors looking for yield
Perpetual Preferred
Conference Manual Page 21
23. Why Choose ATM?
n Flexibility. Ability to sell shares at the market price (no discount, no warrants, no upfront fees) at
anytime
n No Price Impact. Historically no/minimal price impact upon implementation of an ATM program,
unlike other shelf takedown products
n Quality of placement. Investors that buy through ATM are “natural buyers” actively seeking to acquire
the stock at the market price (even if at a premium to average daily price)
n Low all-in-cost of issuance. By being opportunistic shares can be sold at a significant premium to the
average trading price over time resulting in less dilution
n Opportunistic Capital Raising. Provides the ability to take advantage of the volatility in the stock or
market vectors
n Public Offering. Unlike certain equity line and registered direct products, as well as PIPEs, ATM is a
public offering, thus not subject to “20% limitation”
n Control. Significantly increases the ability to manage a company’s cash position and fine tune debt/
equity ratios
n Normal Course Reporting. Disclosure of ATM sales done in normal course of quarterly reporting
n Ease of Implementation. Easy to put in place, does not subject issuer to SEC review if effective shelf
registration in place
ATM is another arrow in a Company’s capital raising quiver.
Conference Manual Page 22
24.
Adam
Epstein
is
a
corporate
director
and
a
special
advisor
to
small-‐cap
boards
and
investment
funds
through
his
firm,
Third
Creek
Advisors,
LLC
(“TCA”).
He
is
the
author
of
The
Perfect
Corporate
Board:
A
Handbook
for
Mastering
the
Unique
Challenges
of
Small-‐Cap
Companies
(New
York:
McGraw
Hill,
December
2012).
Mr.
Epstein
is
lead
director
of
OCZ
Technology
Group,
Inc.
and
a
member
of
the
National
Association
of
Corporate
Directors
(“NACD”).
He
is
an
NACD
Board
Leadership
Fellow,
the
highest
level
of
credentialing
for
corporate
directors
and
corporate
governance
professionals.
Mr.
Epstein
is
a
regularly
featured
speaker
at
national
corporate
governance
forums
and
investor
conferences,
and
is
a
small-‐cap
features
contributor
to
Directorship
magazine.
Prior
to
founding
TCA,
Mr.
Epstein
co-‐
founded
and
was
a
principal
of
Enable
Capital
Management,
LLC
(“ECM”).
During
his
tenure,
ECM’s
special
situation
hedge
funds
invested
in
more
than
500
small-‐cap
financings
in
the
United
States,
the
European
Union,
and
Australasia.
CONTACT
Adam
Epstein
Corporate
Director
and
Special
Advisor
Third
Creek
Advisors,
LLC
415-‐730-‐1915
ae@thirdcreekadvisors.com
Conference Manual Page 23
30. Growth Capital Investor
Investment ($B) Deals
0
$1
$2
$3
$4 billion
May June July Aug. Sept. Oct.
48
40 39
44 43
51
Growth Equity Private Placement Activity
Source: PlacementTracker, a service of Sagient Research.
September data thru 10/31/12.
Vol. I Issue 8 The Journal of Emerging Growth Company Finance November 5, 2012
Equity Line andATM
Promoters Eye Same Niche
by Joe Gose
T
he growing appeal of at-the-market offerings among emerging growth
companies has introduced more competition into the micro cap fi-
nancing market, particularly for investors and banks that provide
structured equity lines – a segment of the market that already is highly com-
bative.
But while emerging growth companies have pared the number of equity
line agreements they’re inking, the structure continues to appeal to a substan-
tial number of issuers that need cash and that often have few other options. In
some cases, ATMs have failed to live up to their billing.
“It has been a little bit challenging – there certainly has been competi-
tion created by the ATM structure,” said Jason Cohen, a representative with
Westlake Village, Calif.-based Financial West Group, which has facilitated
five equity line deals with commitments totaling $125 million this year. “But
we have found that people have had variable results with that structure and
are dissatisfied because they haven’t been able to piece together capital in any
predictable pattern.”
To a large degree, ATMs and equity lines provide issuers with the same
benefits: They generally allow companies to raise equity in the amount and at
the time of their choosing without extensive pre-deal marketing or other sales
SunTrust under SEC Investigation
by Teri Buhl
A
tlanta-based SunTrust Banks (STI) is under investigation by regula-
tors for alleged mortgage fraud against Fannie Mae. Whistleblowers
who worked in SunTrust’s residential mortgage underwriting group
filed a whistleblower suit with the Securities and Exchange Commission this
spring. After the Washington, D.C. office of the SEC received the complaint
a director of the SEC’s Atlanta office and a forensic accountant were assigned
to begin an immediate investigation in the bank. Three people involved in
the case told Growth Capital Investor interviews with SunTrust employees who
worked in the bank’s mortgage unit started in May, along with an inspection of
the methods SunTrust used to qualify prime loans sold to Fannie Mae.
SunTrust saw its stock price fall off a cliff in the financial crisis, and subsequent-
ly participated in the federal TARP program aimed at shoring up distressed banks.
Investors who held the stock valued at $73 a share in October 2007 watched their
investment wiped out when it fell to $7 by February 2009. Distressed investors
IN THIS ISSUE
SEC’s Hunt for Abnormal Returns
Plows Ahead
YorkvilleAdvisorscaseareminderthathedgefunds
aren’t the only ones pursuing big alpha..............2
October Turns Ghoulish for Growth
Companies
Market volatility played more tricks than treats on
growth companies closing EPPs in October.......3
Modest IPOs, Secondaries Follow
Facebook Face Plant
Late month revival of emerging growth company
initial and secondary public offering filings........4
ALSO INSIDE
SEC Accuses Yorkville of Earning Millions from
Inflated FundValues;Spun Fund Keeps Equity Line
Focus;KeatingBDCOffersCapitaltoPre-IPOIssuers;
OnlineMarketsInnovatorLupowitzMovesonfrom
DirectMarkets; Rodman Team Moves on to Wall
Street Access; Battery Makers Running Low; New
Oriental Education Making a Comeback?; other
stories and deals of note......................................3
EPP, PIPE & APO MARKET DATA
AggregateYear-to-Date MarketActivity.............15
PIPE and Growth EPP LeagueTables..................16
International EPPAgents,SPACs andAPOs.......19
See ATMs on page 20
See SunTrust on page 22
Conference Manual Page 29
33. Growth Capital Investor
Investment ($B) Deals
0
$1
$2
$3
$4 billion
Apr. May June July Aug. Sept.
49 48
40 39
44
41
Growth Capital EPPs 2012
Source: PlacementTracker, a service of Sagient Research.
September data thru 9/28/12.
Vol. I Issue 6 The Journal of Emerging Growth Company Finance October 1, 2012
ATMs On the Rise
by Joe Gose
P
rior to 2008, at-the-market (ATM) offerings were virtually non-existent. But
thanks to expanded shelf offering rules and a rough financing market, ATMs
are becoming more prevalent as growth companies pursue capital-formation
strategies. The offerings, which are conducted at the company’s request with newly
issued shares at market prices, in a short time have become more widely used than
equity lines.
This year more than $190 million has been raised of a total potential of over
$2 billion in 43 ATM offerings through the end of September by emerging growth
companies with market caps from $10 million to $1 billion, according to Placement-
Tracker. This year’s ATM deal pace has already matched that of all of 2011, when
$628 million was raised by issuers in 43 deals. And while early on real estate invest-
ment trusts (REITs) were the predominant ATM issuers, issuers in a broad range of
sectors are now employing the offerings, especially life science companies.
Traditionally life science issuers have raised capital around milestones, expect-
ing a positive market take on pending news that will lead to higher stock prices and
the ability to raise more money at higher valuations, said Todd Wyche, CEO of
New York-based Brinson Patrick Securities Corp., a boutique investment bank
that specializes in ATMs.
“But we know that milestones get delayed and/or news isn’t received as posi-
tively as issuers expected,” Wyche said. “When that happens, the issuers find them-
selves with very little capital and over a barrel in having to raise capital … in deal
structures that can be onerous and especially dilutive to existing shareholders.”
Oil Exploration Company
Weighs Debt Offering Over IPO,
Battles Hedge Fund
by Teri Buhl
W
hile Congress and stock market executives wring their hands over the
meek pace of IPOs on U.S. exchanges, emerging growth companies
with bankable assets are turning to the huge supply of low-cost cap-
ital available from the convertible bond market. One such company, Starboard
Resources, an oil and natural gas exploration company, has held off a planned
IPO this year in favor for raising additional capital through the debt markets at
rock-bottom rates. But a battle among shareholders of a hedge fund that controls
the company may derail its growth prospects regardless of its capital access.
San Antonio-based Starboard was created out of the distressed assets of bank-
rupt Southern Texas Oil Company (STXX) by hedge fund manager Greg Imbruce
INTHIS ISSUE
Regulation A’s Destiny a Big
Unknown
SECsilentonpromiseofexpandedsizeandbroad-
ened investor eligibility.....................................2
With Rodman & Renshaw Scattered,
EPP Banking Biz Up for Grabs
Sunset of prolific placement agent leaves the PIPE
market with a void..................................................3
JP Morgan Snafu Shows Ribotsky
Still Acting as NIR Fund Manager
Duelingfundvaluationreportsshowformermanager
still trying to influence LPs.......................................3
ALSO INSIDE
LifeLock IPO Highlights Keating Shift from Reverse
Mergers;Real Estate Capital Redefined;SEC,FINRA
Bust Algo Busters; SpongeTech Inquiry Leads to
Another Sanction; Hedge Fund Complication at
HeartofWesternPacificAction; B.Riley&Co.Places
EMCORE CMPO; $25.7M Registered Direct from
Insmed; Spectrum Group Offers $25.5M in Rights,
Stock;other stories and deals of note.....................4
EPP, PIPE &APO MARKET DATA
AggregateYear-to-Date MarketActivity................11
PIPE and Growth EPP LeagueTables....................12
International EPPAgents,SPACs andAPOs..........15
See ATMs on page 16
See Oil on page 17
Conference Manual Page 32