From Orrick Panel Event: M&A & IPO Market Update http://blogs.orrick.com/totalaccess/events/event/ma-and-ipo-market-update/

1. IPO
BOOTCAMP
January 23, 2014
CONFIDENTIAL

2. THE US IPO MARKET
$ in Billions
60
250
$55.2
230
50
200
$44.0
$39.2
158
$36.9
150
144
30
# of Transactions
Proceeds
40
130
$27.9
100
20
$17.7
61
10
50
43
0
0
2008
2009
2010
2011
2012
2013
Source: Dealogic & Ipreo. All data includes NYSE AMEX, operating companies, BDCs, REITS and SPACs; Excludes Best Efforts transactions and CEFs; Data as of 12/31/2013
CONFIDENTIAL
2

3. US EXCHANGE BREAKDOWN
NYSE vs. Nasdaq Proceeds Raised ($B)
$40.3
NYSE
Nasdaq $30.9
$22.6
$27.4
$21.4
$9.5
$8.3
2010
FB
$16.0
2011
2012
$14.9
2013
NYSE vs. Nasdaq # of IPOs
NYSE
Nasdaq (NYSE Qualified)
Nasdaq (Non-NYSE Qualified)
40
18
82
58
2010
19
69
27
78
42
2011
115
75
39
2012
2013
All data includes operating companies, BDCs, REITS and SPACs; Excludes Best Efforts transactions and CEFs; Data as of 12/31/13
CONFIDENTIAL
3

4. POSITIVE PRICING TREND
REBOUNDS



Average Offer/1-Day for December had the
second best showing of the year, rebounding
strongly from a slowdown in November
Only one of the 12 deals to price last month
ended down following its debut, as Cheniere
Energy Partners slipped 3.9% from its $20.00
offer price, while two others ended their first
days flat
Meanwhile, Technology and Healthcare
sectors produced the top four spots in terms
of Offer/1 Day performance, with the former
claiming the first and third spots

Meanwhile, the International-Based Index
continued to track its U.S.-based counterpart
higher, aided by seven issuers that have seen
their stock more than double post-IPO;
Cyprus’ QIWI tops the list with a return of
229.4% since listing in early May
Jul/13
Aug/13
Sep/13
Oct/13
Nov/13
Dec/13
T3M
T6M
4,180.2
3,993.4
3,766.4
12,569.6
6,530.9
5,862.4
24,962.8
36,902.9
21
15
22
31
25
12
68
126
Pricing Range
Above
Within
29%
13%
Below
57%
53%
27%
55%
32%
16%
14%
33%
18%
42%
26%
48%
36%
25%
75%
25%
50%
25%
25%
52%
23%
% Change
Offer /
Offer /
1 Day
1 Month
14.7
18.1
25.2
26.6
15.1
26.3
21.0
19.3
15.9
26.3
32.6
38.5
34.3
61.5
33.0
27.9
IPO Indices: 1-Month Trailing Performance
The U.S.-Based 25 Index ended December far
ahead of the broader markets as the group
returned a collective 41.8%, helped by only 3
constituents registering declines from their
offer prices

Month
Totals
Proceeds
# of
($ mm)
Deals
China’s online automobile marketplace
Autohome posted the highest one-day jump
in December, surging 76.9% as the company
looks set to benefit from a booming middle
class in the world’s largest auto market

Recent U.S. IPO Pricing Performance
Ipreo 25 Indices are unweighted moving averages of the pricing performance of the 25 most recent U.S.-listed IPOs.
Note: Excludes blank checks, equity unit offerings, CEFs, BDCs, and private placements.
Source: Ipreo
CONFIDENTIAL
4

5. IPOS MAINTAIN HEALTHY
PRICE PERFORMANCE

Technology once again dominated
aftermarket performance in December,
despite only two IPOs pricing from the
sector, as investors regained confidence
in the space after nearly a year-long chill
following Facebook’s marred 2012 debut

As the sector’s only IPOs to price in
December, Nimble Storage and Chinabased Autohome closed the month
trading a respective 116% and 115%
above offer, joining 14 other IPOs from
the industry to close out the year with
returns of over 100%
IPO Performance by Industry – Offer/Current TTM


Elsewhere, Financials ended the month
in last place on both an Offer/Current
and Offer/1 day basis, as Cheniere
Energy Partners ended its first day 3.9%
below offer, while Fidelity & Guaranty
Life, the sector’s top performer in
December, closed the month a modest
11.4% above offer
Separately, while the Consumer sector’s
only two IPOs of the month rose less
than 10% on their first days, the industry
ended the year with the highest average
Offer/1 day, helped by Sprouts Farmers
Market (122.9%) and Potbelly (119.8%)
*Deal Count
IPO Industry Pricing Statistics - TTM
Sector
Total
Proceeds
# of
($mm)
Deals
Pricing Range
Above
Within
40%
Consumer
$11,251.7
25
Energy
$10,225.0
20
Financials
$10,713.2
44
$9,654.2
52
15%
Industrials
$3,276.1
7
Materials
$1,815.7
9
$11,621.3
55
$900.0
2
44%
7%
Healthcare
Tech/Telecom
Utilities
Below
25%
16%
32.2
40.9
6.1
10.8
16%
2.9
5.9
17%
19.4
34.6
57%
4.1
11.9
56%
6.1
14.7
30.2
41.7
14.8
16.6
50%
25%
77%
67%
43%
11%
% Change
Offer / Offer /
1 Day
1 Mo
33%
35%
45%
100%
20%
Data excludes closed-end funds, equity unit offerings, and blank checks
Source: Ipreo
CONFIDENTIAL
5

6. SMALLER DEALS
STILL DOMINATE
PIPELINE ACTIVITY

By size group, the backlog shows
mixed activity as smaller deals are
more prevalent, while larger issuers
seeking to raise $300.0mm or more
are harder to come by; Rice Energy
currently stands as the largest filing at
$800.0mm

Despite slipping to fourth place on a
deal count basis, the Consumer sector
added three new issuers to the
backlog in December, including Texasbased specialty retailer Michaels
Stores ($500.0mm)
Current
#
6
3
29
27
65
Year Ago
#
10
7
19
26
62
YoY#
∆
-4
-4
10
1
3
↓
↓
↑
↑
↑
Current
($mm)
3,300.0
1,200.0
4,145.1
1,738.5
10,383.6
Year-Ago
($mm)
9,044.6
2,466.8
3,656.0
1,494.6
16,662.0
YoY $
%∆
-63.5
-51.4
13.4
16.3
-37.7
↓
↓
↑
↑
↓
IPO Backlog by Sector
Meanwhile, Healthcare pulled ahead
in December and now leads on deal
count as the sector accounted for half
of December’s total filings

Issuer Group
$500mm or More
$300 to $500mm
$100 to $300mm
Less than $100mm
Total
Elsewhere, average deal size fell to
$159.7mm in December, compared
with $268.7mm in the year-ago
period, as December saw several large
deals price, including Hilton’s $2.7B
offering

IPO Backlog by Deal Size
Source: Ipreo
CONFIDENTIAL
6

7. BACKLOG ACTIVITY
PICKS UP

Still, the backlog added 20 new deals in
December, including Rice Energy
($800.0mm), biotechnology firm Aptalis
Holdings ($500.0mm) and Michaels
Stores ($500.0mm), which withdrew its
original March 2012 filing mid-month,
only to refile several days later

Elsewhere, three new international
issuers filed in December, including U.K.based oil and drilling company Noble
Spinco, which hopes to raise $400.0mm
in its debut
Year Ago
#
53
9
62
YoY#
∆
1
↑
2
↑
3
↑
Current
($mm)
8,446.4
1,937.2
10,383.6
Year-Ago
($mm)
14,807.0
1,855.0
16,662.0
YoY $
%∆
-43.0
4.4
-37.7
↓
↑
↓
Meanwhile, just one other issuer, DTLR
Holding, postponed its offering in
December, compared with six
withdrawn/postponed deals in the yearago period

Current
#
54
11
65
Issuer Group
US IPOs
International IPOs
Total
The current backlog of 65 IPOs narrowly
leads on deal count compared to the
year-ago period, despite continuing to
trail on a proceeds basis as last year’s
pipeline included several $1B+ deals

Key IPO Backlog Statistics
Historical IPO Filing Trends
*As of 12/31/2013
Source: Ipreo
CONFIDENTIAL
7

8. Number of IIPOs
VENTUREBACKED
ISSUANCE
Historical VC-Backed Issuance – Deal Count
100
90
80
70
60
50
40
30
20
10
0
89
52
60
51
42
2005
2006
2007
2008
2009
2010
2011
2012
2013
Pricing Performance – 2013
VC-Backed IPOs – 2013
Below
89
By # of IPOs
Proceeds ($Bn)
50
12
7
2004
$11.1
64
58
28%
In Range
Above
44%
28%
# of IPOs
Includes all venture-backed IPOs as of 12/31/2013
Source: Ipreo
CONFIDENTIAL
8

9. IPO SUCCESS DEMANDS:
FLAWLESS LAUNCH
AND EXECUTION
MAXIMIZED VISIBLILITY
OF YOUR DEBUT
ACTIONABLE AND
TIMELY INTELLIGENCE
THE RIGHT PARTNER
FOR THE LONG TERM
CONFIDENTIAL
9

10. EXCHANGES SHOULD DELIVER:
FLAWLESS LAUNCH
AND EXECUTION
•
•
•
IPO execution
Ongoing liquidity
Orderly market information flow
MAXIMIZED VISIBLILITY
OF YOUR DEBUT
•
•
•
•
IPO visibility
Brand association
Global
Customers, partners, investors
ACTIONABLE AND
TIMELY INTELLIGENCE
•
•
Advisory, services & support
Building stronger ties to
shareholders
THE RIGHT PARTNER
FOR THE LONG TERM
 Global platform for partnerships;
business development
 Advocacy, issuer support,
education, network
CONFIDENTIAL
10

11. WHY CONSIDER A LISTING ON THE NYSE?
 Unique global network of companies
 The only market with a Designated
Market Maker accountable to you
 Unsurpassed visibility
 Comprehensive market analytics
platform
 Listing standards accommodative to
growth companies
 Similar costs
CONFIDENTIAL
11

12. FAQS
When do I choose an exchange?
We often begin confidential discussions 12-18 months prior to your IPO to assist you in the process and
help you tap into our network.
Do I have to formally name an exchange on my initial S-1?
No, we often see the exchange choice left blank. Most however, prefer to have their decision made since
companies are so busy once filed.
How do I reserve tickers?
1-4 letter tickers can be used on either exchange; simply call us to make a reservation. Reservations are
good for 1-2 years and once reserved in your company’s name, you can use that ticker on either exchange.
When do I file my application?
Don’t worry about the application until you file your S-1 because much of the application can refer to it.
We are happy to review your financials confidentially beforehand, if there is any question about
qualification.
Which exchange will my bankers recommend?
We find that bankers generally don’t share an opinion of one exchange over another. Instead, they
recommend you speak with both.
CONFIDENTIAL
12

13. FOR MORE INFORMATION:
Brian S. Curran
Vice President
Capital Markets
T 650.461.6971
C 650.533.5033
bcurran@nyx.com
For the most up to date
IPO information, visit our IPO
Center: http://usequities.nyx.com/listings
Download the NYSE IPO Guide:
https://usequities.nyx.com/listings/ipo-guide

14. APPENDIX
 Listing Standards and Fees
 NYSE IPOs 2013

15. INITIAL LISTING STANDARDS
NYSE
NYSE MKT
Required to meet all of the following distribution criteria
Round-lot holders
Public shares
Public market value:
 IPOs, carve-outs & spin-offs
 All other listings
Minimum share price
400
1.1MM
$40MM
$100MM
$4.00
Required to meet one of the following distribution criteria
Public shareholders
800
Public float
500,000
OR
Public shareholders 400
Public float
1,000,000
Public shareholders
400
OR Public float
500,000
Avg. daily volume
2,0001
Required to meet one of the following financial criteria
Required to meet one of the following listing criteria
Standard I – Earnings Test
Adjusted pre-tax income:
 Aggregate for last 3 years1, 2
 Each of the two recent years
 Third year must be positive3
Standard I
 Pre-tax income2
 Public float
 Stockholders’ equity
 Minimum share price
$750K
$3MM
$4MM
$3.00
Standard II
 Operating history
 Public float
 Stockholders’ equity
 Minimum share price
≥2 years
$15MM
$4MM
$3.00
Standard III
 Market capitalization
 Public float
 Stockholders’ equity
 Minimum share price
$50MM
$15MM
$4MM
$2.00
Standard II (a) – Valuation/Revenue with Cash Flow
 Market capitalization
 Revenues (most recent 12-month period)
Adjusted cash flow:
 Aggregate for the last 3 years2
 All 3 years must be positive
Standard II (b) – Pure Valuation/Revenue with Revenues
 Market capitalization
 Revenues (most recent fiscal year)
Standard III – Affiliated Company
For new entities w/ NYSE listed parent or affiliated company:
 Market capitalization
 Public market value
 Operating history
Standard IV – Assets and Equity
 Market capitalization
 Total assets
 Stockholders’ equity
1
2
3
$10MM
$2MM
>$0
$500MM
$100MM
$25MM
>$0
$750MM
$75MM
$500MM
$60MM
≥ 12 months
$150MM
$75MM
$50MM
Under certain circumstances, companies may qualify with $10MM in aggregate for 2 years and nine months
Only two years if a company is an Emerging Growth Company under the JOBS Act (gross revenues of less than $1B)
If loss in 3rd year, adjusted pre-tax of $12MM in aggregate is required, with at least $5MM in the most recent fiscal year, and
$2MM in the next most recent fiscal year
CONFIDENTIAL
Standard IV
 Market capitalization
OR
 Total Assets2
AND
 Total Revenue2
 Public float
 Minimum share price
1
2
$75MM
$75MM
$75MM
$20MM
$3.00
6 months prior to listing for exchange transfers
The applicable requirement must be satisfied in either the last fiscal year or 2 out of 3 most recent fiscal years
15

16. CONTINUED LISTING STANDARDS
NYSE MKT
NYSE
Required to meet one of the following distribution criteria
Required to meet all of the following distribution criteria
Required to meet all of the below standards
Required to meet all financial condition and/or operating results
400 total shareholders, OR
1,200 total shareholders, if average monthly trading volume < 100,000 shares
(for most recent 12 months), OR
600,000 publicly-held shares
I. Minimum average closing share price of ≥$1.00 over a consecutive 30
trading-day period
II. Either Average global market cap minimum of $50 million over a
consecutive 30 day trading period
OR
Stockholders’ equity minimum of $50 million over a consecutive
30 day trading period1
III.Average global market cap must exceed $15MM over a consecutive 30
trading-day period2
Minimum of 200,000 publicly-held shares
Minimum of 300 public shareholders1
Minimum market value of public float of $1MM for more than 90 consecutive days
I. Maintain a minimum of $2MM in stockholder’s equity if the company reports losses from
continuing operations and/or net losses in 2 of last 3 fiscal years
II. Maintain a minimum of $4MM in stockholder’s equity if the company reports losses from
continuing operations and/or net losses in 3 of last 4 fiscal years
III.Maintain a minimum of $6MM in stockholder’s equity if the company reports losses from
continuing operations and/or net losses in 5 most recent fiscal years
IV.Financial condition of the company cannot be impaired
The Exchange will not normally consider suspending an issuer which is below any of criteria (I)
through (III) above if the issuer is in compliance with all the following
Minimum of $50MM market cap, OR total assets & revenue of $50MM each in last fiscal year or
2 of last 3 fiscal years
Issuer has at least 1.1MM publicly-held shares
Market value of publicly-held shares exceeds $15MM
Company maintains 400 round lot holders
Disposal of Assets – Reduction of Operations
I. Issuer ceases as an operating company or disposes of its principal operating assets where the
issuer has substantially discontinued business it conducted as the time it was listed 2
II. If liquidation of the issuer has been authorized
III.If advice has been received, deemed by the Exchange to be authoritative, that the security is
without value
Failure to Comply with Listing Agreements and/or SEC Requirements
The securities of an issuer failing to comply with its listing or other agreements with the
Exchange and/or SEC Requirements in any material respect, are subject to suspension from
dealings and, unless prompt corrective action is taken, removal from listing
1
2
Excludes Limited Partnerships, Closed-end Funds, Real Estate Investment Trusts, and Affiliated Companies
If not met, the company is subject to prompt delisting without a remedy period
Other Events
I. If the common stock sells for a low price for a substantial period of time and/or the issuer fails
to effect a reverse split of such shares within a reasonable time after being notified of such
potential actions by the Exchange
II. If the issuer or its management shall engage in operations which, in the opinion of the
Exchange, are contrary to the public interest
III.If the issuer shall fail or refuse to pay, when due, any applicable listing fees established by the
Exchange, the issuer may be subject to delisting procedures
1
2
Exclusive of holdings of officers, directors, controlling shareholders or other family or concentrated holdings
See Sec. 1003.(c).(i). APPLICATION OF POLICIES for detailed description
CONFIDENTIAL
16

17. NYSE / NASDAQ LISTING FEES COMPARISON
One Time Initial Fee (IPOs only)
Annual Fee
Shares Outstanding (MM)
NYSE
Nasdaq
NYSE
Nasdaq
Up to 10
$125,000
$125,000
$42,000
$35,000
20
$125,000
$125,000
$42,000
$37,500
30
$146,000
$125,000
$42,000
$37,500
40
$178,000
$150,000
$42,000
$37,500
50
$210,000
$150,000
$46,500
$37,500
60
$242,000
$200,000
$55,800
$46,500
70
$250,000
$200,000
$65,100
$46,500
80
$250,000
$200,000
$74,400
$68,500
90
$250,000
$200,000
$83,700
$68,500
101
$250,000
$225,000
$93,930
$89,000
Higher amounts:
NYSE initial listing fee is $50K + $3,200 per
MM shares outstanding
(min $125K, max $250K)
 Fees per additional shares
issued during the year are lower
on NYSE
NYSE annual listing fee is $930 per MM
shares outstanding
(min $42K, max $500K)
Other Disclosures and Fees
NYSE
Nasdaq
$0
$15,000
Up to and including 75MM
$0.0048
$0.01*
Over 75MM up to and including 300MM
$0.00375
$0.01*
Over 300MM
$0.0019
$0.01*
Fee for each written interpretation of rules
Fee per additional share issued during year:
* Nasdaq additional share fees capped at $65K per year
CONFIDENTIAL
17

18. NYSE MKT / NASDAQ CAPITAL MARKET LISTING FEES COMPARISON
One Time Initial Fee (IPOs only)
Annual Fee
Shares Outstanding (MM)
NYSE MKT
Nasdaq Capital
Market
NYSE MKT
Nasdaq Capital
Market
Up to 5
$50,000
$50,000
$30,000
$32,000
10
$55,000
$50,000
$30,000
$32,000
15
$60,000
$50,000
$30,000
$32,000
20
$75,000
$75,000
$30,000
$32,000
30
$75,000
$75,000
$30,000
$32,000
40
$75,000
$75,000
$30,000
$32,000
50
$75,000
$75,000
$30,000
$32,000
60
$75,000
$75,000
$40,000
$32,000
70
$75,000
$75,000
$40,000
$32,000
75 and above
$75,000
$75,000
$45,000
$32,000
NYSE MKT
Nasdaq Capital
Market
Fee for each written interpretation of rules
$0
$15,000
Fee per additional share issued during year
$0.02
$0.01*
Maximum fee per application
$45,000
N/A
Maximum fee allocated per year
$65,000
$65,000
Other Disclosures and Fees
* No fee for additional shares up to 49,999 per quarter
CONFIDENTIAL
18

19. 2013 NYSE IPOS
$198 mm IPO
January 2013
$600 mm IPO
January 2013
$257 mm IPO
January 2013
$222 mm IPO
January 2013
$233 mm IPO
January 2013
$331 mm IPO
March 2013
$81 mm IPO
March 2013
$104 mm IPO
March 2013
$264 mm IPO
March 2013
$105 mm IPO
March 2013
$84 mm IPO
April 2013
$505 mm IPO
April 2013
$167 mm IPO
April 2013
$237 mm IPO
April 2013
$88 mm IPO
May 2013
$128 mm IPO
May 2013
$200 mm IPO
May 2013
$332 mm IPO
May 2013
$77 mm IPO
May 2013
$333 mm IPO
May 2013
$2,239 mm IPO
January 2013
$247 mm IPO
February 2013
$120 mm IPO
February 2013
$80 mm IPO
February 2013
$86 mm IPO
March 2013
$580 mm IPO
March 2013
$629 mm IPO
April 2013
$156 mm IPO
April 2013
$348 mm IPO
April 2013
$702 mm IPO
April 2013
$129 mm IPO
May 2013
$1,271 mm IPO
May 2013
$190 mm IPO
May 2013
$287 mm IPO
May 2013
$947 mm IPO
May 2013
$80 mm IPO
May 2013
$281 mm IPO
May 2013
$254 mm IPO
May 2013
*
May 2013
$81 mm IPO
May 2013
$79 mm IPO
June2013
$50 mm IPO
June2013
$75 mm IPO
June2013
$128 mm IPO
June 2013
$999 mm IPO
June 2013
* Company listed without an offering; All Data includes Operating Companies & REITs as of 12/31/13
CONFIDENTIAL
19

20. 2013 NYSE IPOS (CONTINUED)
*
June 2013
$75 mm IPO
June 2013
$70 mm IPO
June 2013
$430 mm IPO
July 2013
$116 mm IPO
July 2013
$224 mm IPO
July 2013
$200 mm IPO
July 2013
$217 mm IPO
July 2013
$378 mm IPO
July 2013
$188 mm IPO
July 2013
$102 mm IPO
July 2013
$413 mm IPO
July 2013
$140 mm IPO
July 2013
$706 mm IPO
July 2013
$316 mm IPO
August 2013
$46 mm IPO
August 2013
$160 mm IPO
August 2013
$175 mm IPO
August 2013
$420 mm IPO
August 2013
$660 mm IPO
August 2013
$118 mm IPO
August 2013
$101 mm IPO
August 2013
$966 mm IPO
August 2013
$276 mm IPO
August 2013
$95 mm IPO
September 2013
$272 mm IPO
September 2013
$252 mm IPO
September 2013
$98 mm IPO
September 2013
$162 mm IPO
September 2013
$930 mm IPO
October 2013
$227 mm IPO
October 2013
$220 mm IPO
October 2013
$315 mm IPO
October 2013
$130 mm IPO
October 2013
$257 mm IPO
October 2013
$114 mm IPO
October 2013
$1,572 mm IPO
October 2013
$303 mm IPO
October 2013
$260 mm IPO
October 2013
$357 mm IPO
October 2013
$2,816 mm IPO
October 2013
$85 mm IPO
October 2013
$153 mm IPO
October 2013
$825 mm IPO
October 2013
$72 mm IPO
October 2013
* Company listed without an offering; All Data includes Operating Companies & REITs as of 12/31/13
CONFIDENTIAL
20

21. 2013 NYSE IPOS (CONTINUED)
$335 mm IPO
October 2013
$187 mm IPO
October 2013
$225 mm IPO
October 2013
$125 mm IPO
October 2013
$114 mm IPO
November 2013
$75 mm IPO
November 2013
$409 mm IPO
November 2013
$102 mm IPO
November 2013
$55 mm IPO
November 2013
$1,820 mm IPO
November 2013
$333 mm IPO
November 2013
$137 mm IPO
November 2013
$188 mm IPO
November 2013
$565 mm IPO
November 2013
$228 mm IPO
November 2013
$73 mm IPO
November 2013
$75 mm IPO
November 2013
$200 mm IPO
November 2013
$133 mm IPO
December 2013
$345 mm IPO
December 2013
$305 mm IPO
December 2013
$2,353 mm IPO
December 2013
$725 mm IPO
December 2013
$168 mm IPO
December 2013
$166 mm IPO
December 2013
$332 mm IPO
December 2013
* Company listed without an offering; All Data includes Operating Companies & REITs as of 12/31/13
CONFIDENTIAL
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