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Private Placement
Financing
PlacementTracker’s Monthly PIPE and Private Placement Commentary
Month of November PIPE Market Breakdown
December 12th, 2016
from ~$3.5 billion. On the opposite side of the spectrum, the
Healthcare sector nearly doubled from ~$270 million to ~$500
During the month of November, nearly $3 billion (excluding ATM
million on 32 and 31 deals respectively.
commitments) was raised in the PIPE market through 100
PIPEs. The usual suspect – Healthcare –accounted for 31% in
While there are several other sectors of note with significant
terms of transaction count yet finished third in terms of dollars
differences from 2015 to 2016, including Technology and Con-
raised, trailing the Industrial and Energy sectors. The Industrial
sumer – cyclical falling over 90%, the year-over-year compari-
sector had a big month coming in with 18 transaction raising
son is startlingly extreme. Almost exactly the same amount of
over $1.1 billion, yet 2 deals – AMETEK (AME) and Eastman
transactions occurred, yet the dollars raised came out to less
Kodak (KODK) - accounted for $1.025 billion.
than 50% when comparing the month of November in 2015 and
2016.
Favorites for security types included common stock and ATM
financings and accounted for nearly half of all deal flow. These
numbers are in line with November 2015 and reveal the preferred financing methods for the PIPE market. One standout
when comparing 2015 to 2016 is the prevalence of CMPOs, the
month of November 2015 had only 3 CMPO transactions while
the month of November 2016 had 12.
Deal count in November for 2015 and 2016 is nearly identical.
But when analyzing dollar volume, the two years tell different
stories. In part due to large one-off transactions and in part due
to depressed/inflated sectors, the amount of money raised
paints a different picture.
Total money raised fell over 50% from ~$6.2 billion to ~$3 billion
due mostly to a large drop in money raised in the Financial sector. At about 10% of the 2015 totals, the Financial sector accounts for the largest drop-off by far, falling to ~$350 million
2016 Deal Structure Overview
Market Commentary
[Broad Market Commentary]
[US INTEREST RATE OUTLOOK]
Risk sentiment is being supported by an ultra dovish ECB
Draghi, who insisted the Bank had not tapered, just more like
tampered with QE after the Bank decided to extended its QE
program to at least end Dec 2017 or a further 9-mths from the
current expiry date of Mar 2017 but will reduce its purchases
from Eur 80bn to Eur 60bn beginning in Apr.
Fed Funds
Rate
Most Likely
Fed Move
FOMC
Dates
Nov
Dec
Jan
Feb
0.41%
0.50%
0.57%
0.58%
Up
1-2
13-14
Jan 31/
Feb1
European and in turn US stocks rallied on strongly lead by Euro-
MARKET OUTLOOK The complex faces a monster week of
pean financials after ECB also said it would now buy assets
front loaded supply, week long top tier data, the FOMC state-
below the deposit rate, decreasing the lower maturity bound to
ment etc and probable rate hike. Anticipate elevated volatility,
one year and that cash can now be used as collateral for its
large price swings and suspect liquidity in what may well be the
PSPP lending facilities, thereby alleviating the collateral short-
last full participant trading week of the year. The technical pic-
age in the Euro system - basically aiding the front end and finan-
ture deteriorated significantly in the latter part of last week. Neg-
cials.
ative trends were re-affirmed with heavy oversold conditions in
However unlike like the prior days, we warn that this not a fortuitous rally where government bonds and EM assets/currencies
affect. Yields rose sharply with some sectors at or above 2016
highs. This could be one for the record books!
have gained in tandem, with the USD renewing its king pin sta-
ECONOMICS & POLICY The coming week is loaded with top
tus and UST yields also being pressured higher again, lead by
tier data and the FOMC meeting. Highlighted data includes im-
the long end.
port/export prices, PPI, retail sales, IP/CapU, business invento-
Amidst all the Draghi smokescreen, a "weaker QE" and knock
on thoughts that major central banks have reached the end of
their easing cycles/ammunition, risks to be revived and brings
up the bigger theme that this year's bond bubble prick has much
more steam to it as we head into 2017.
In particular watch peripheral European debt, where yields have
soared much more than Bunds in the long end, with Italy's 10-yr
BTP yields leaping 11 bps vs a 3.6bp gain in Bunds, widening
out spreads. Combined with the Trump stimulus trade still play-
ries, CPI, claims, Philly Fed, Empire-mfg and housing starts/
permits. Then there's the FOMC statement, new forecasts and
Yellen presser with a 25bp rate hike unanimously expected. We
believe they will go, for better or worse, but if they choke and
pass they will lose any credibility they have left.
SUPPLY The US Treasury will auction its 3,10&30yr supply
package, the usual bills and announce details of a 5yr TIPS
issue. In Europe, only the UK is coming to market. Japan will
auction 5&20yr JGBs.
ing out and higher oil prices post OPEC, curve steepeners have
TECHNICALS Eurodollar futures have traded in a tight range
been and remain THE TRADE.
near the two-week 94.940 low (28 November) as the 20 DMA
Markets, especially regional assets which have a solid run up in
the past few days, risk to encounter a bout profit taking heading
into the weekend and next weeks "you never know:" FOMC
meeting, even though a Dec rate hike is baked into the cake.
It is also noticeable that an article also stated to circulate, stating
that China is set to attack the Macau gaming industry by reducing the amount of cash people can take out. The further bid to
curb capital outflows, resulted in heavy selling in gaming names
in Wall Street.
(98.970), which has held prices in check since 11 November,
continues to cap. The lack of any meaningful bounce above the
recent 25 November 98.930 6-month low, as evidenced by the
failure to subsequently close above the 23.6% retracement of
the 99.135/98.930 fall at 98.980, underscores the broad bearish
undercurrents. Therefore, an extension below 98.940/30 is now
favored for the 31 May 98.920 low, possibly the key 16 March
98.870 reaction low. Bulls would need a sustained push above
the 3 November 99.070 high to
regain their footing.
Provided
2
Selected Deals Breakout
Kratos Defense & Security Solutions Completes CMPO,
Secures $80.5 Million
certainty however, the demand for services provided by defense
On November 17, 2016, Kratos Defense & Security Solutions,
ward. The current economic climate be an optimal time for Kra-
Inc. (NASDAQ:KTOS) announced a Confidentially Market
tos to capitalize in the current economic climate.
contractors appears positioned to increase from this point for-
Public Offering with Canaccord Genuity, B. Riley & Co., and
Noble Financial Markets acting as Underwriters to sell approximately 13 million of the Company’s Common Stock at $6.00 per
share, a 12% discount to the market price of $6.85. Additionally, the Company granted the Underwriters an over-allotment
option to purchase 1,750,500. The deal closed on November
23rd, with a portion of the over-allotment exercised, for gross
proceeds of $80.5 million.
Kratos is a defense contractor that specializes in security solutions ranging from cyber security, to drones, to missile defense.
The Company provides services for both the U.S. government
as well as private companies.
Neovasc (NVCN) Expands Partnership with Boston Scientific via PIPE
On December 2nd, 2016 Neovasc agreed to sell its tissue processing technology and facility for approximately $67,909,800 to
Boston Scientific Corporation (BSX). Simultaneously, Boston
Scientific committed to invest $7,090,200 in Neovasc for a 15%
equity interest in the Company. This concurrent sale and capital
raise has sent shares of Neovasc on a rocket ship ride, with
share price up over 600% at the peak.
"Boston Scientific has been a long-term customer of Neovasc,
having historically represented a sizeable percentage of our
When Kratos announced the initial parameters of their financing
th
th
tissue processing revenues," commented Neovasc CEO, Alexei
on November 17 and 18 , its share price was beginning a
Marko. "As one of the world's premier device companies, with a
decline from a recent spike. By the time of deal close on No-
global cardio-vascular franchise, this investment in Neovasc
rd
vember 23 however, the share price had completely recov-
enables continued development of our lead products, Reducer
ered, closing at $7.00 that day. Since deal execution, Kratos’
and Tiara, and strengthens our resolve to revolutionize how
Common Stock has seen minimal fluctuation.
structural heart disease is treated."
Looking at Kratos from a year to date standpoint, despite a few
While the shares were purchased at a nearly 18% premium to
gradual dips, the Company’s share price has consistently
market share, the market response has been incredible for
climbed in an upward trajectory. An explanation regarding the
shareholders of the company. Announced prior to the beginning
few share price declines throughout the year: the Company
of trading on December 2nd, shares of Neovasc had already
posted three consecutive quarters of losses, an aspect that can
risen 80% before the trading bell rang. The stock price re-
be attributed to the trough in May through August, as well as the
mained constant on the 2nd but on the 3rd shares rose another
quick dip in November. With the global market riddled with un-
50%.
3
Selected Deals Breakout
While this was already a nice rally for the company, December
th
On November 17, 2016, DryShips, Inc. (NASDAQ CM:
6 brought the biggest price swings since the PIPE. Intraday
DRYS) entered into a deal with Kalani Investments, for the sale
trading brought the share price up another 100%, equating to a
of $20,000,000 of Convertible Preferred Stock. DryShips is a
635% gain in share price since prior to the announcement of the
shipping company incorporated in the Marshall Islands that
expanding partnership and concurrent financing. The share
specializes in the transportation of dry bulk cargo. The Compa-
price has since leveled out by the end of the trading day 12/6,
ny currently owns a fleet of 13 dry bulk carriers.
up a mere 470% overall.
DryShips reportedly executed the private placement to pay
NVCN — 11/30/2016 to 12/06/2016
down its debt, and issued the Convertible Preferred at a 60%
discount to market price ($73.00). The Series E-1 Preferred
Stock is convertible at $30.00 per share, unless the VWAP of
the Company’s Common Shares is below such price, at which
point the holder may convert at an alternate price equal to the
greater of i) 77.5% of the lowest daily volume weighted average
price on any trading day during the 14-consecutive trading day
period and i) $1.50. The Convertible Preferred accrues diviThe reasoning for this enormous stock price gain can be established by looking back at the year the company has had. Down
over 50% for the year (after the rally) shares of Neovasc have
been hit hard due to a class action lawsuit filed by CardiAQ
Valce Technologies, Inc. for breaches of contract and duty of
honesty in contractual performance and over trade secrets. A
jury awarded $70 million to CardiAQ, as well as $21 million in
enhanced damages in May. - Source
dends at 7% per annum and matures on November 21, 2017.
The deal was announced at a unique time when the stock was
dramatically rebounding from a 1,331% increase over the span
of 5 trading days, as evident in the chart above. On November
9th, the stock closed at $5.10, by November 15th however, it
closed at $73.00 per share. What’s more is that the price began
to soar following the Company’s announcement of a $5.2 million
Third Quarter loss. Reports claim that the price surge could
have been a result of a Donald Trump presidency, due to the
implicit expectations in increased inflation as well as the projecWith the lawsuit in the rear view mirror, Neovasc is able to look
tion of increased manufacturing under the president-elect’s
to the future once again. Boston Scientific renewed confidence
term.
in the company with one fell swoop in the form of an asset purchase and concurrent PIPE. Whether it was Boston Scientific
Trading of the Company’s Common Stock was halted on No-
that was able to steal shares at a deep discount or Neovasc that
vember 16th and resumed the following day, after the Compa-
was able to secure the lifeline it needed so badly, any optimism
ny’s deal announcement. That day, when DryShips announced
for both being true helped get this deal done.
its Convertible Preferred financing, the stock inexplicably plummeted from its high of $73.00 to $11.00 (an 85% decrease). It’s
DryShips Raises $20 Million, Share Price Plummets
clear that the Company’s Common Stock was trading at an
4
Selected Deals Breakout
unsustainable price, as DryShips not only reported Q2 and Q3
the Company’s Common stock began trading at $4.77 and
losses but also enacted a reverse stock split in November (in
quickly climbed to $30.00 over the course of three trading days.
which 15 shares of the Company’s Common Stock was com-
The success was short lived however, by the fourth day the
bined into one share). Yet, why did the stock crash when the
shares lost half their value and plummeted to $15.00 per share.
Company simultaneously announced it would pay down its
This volatility was most likely a result of profit-taking, as evident
debt? After scrutinizing the deal, it becomes evident the pur-
in the matched volume spike seen in the graph below. Since
chase agreement entails that the investor has the potential to
then, the share price has slowly tapered off and the Company’s
significantly dilute the Company’s common stock upon conver-
Common Stock continues to trade around the $5.00 price point.
sion to a crippling degree. Regardless of speculation, the true
answer as to what warranted DryShip’s recent share price vola-
tility appears to ultimately evade investors.
PixarBio Begins Trading on the OTC, Closes Private Placement
On November 7, 2016, PixarBio Corporation (OTC:PXRB) announced that it had executed a Private Placement consisting of
the sale of $7 million worth of the Company’s Common Stock
and Warrants to purchase Common Stock. The Warrants included in the placement are exercisable at $4.50 for 7 years.
The deal was announced amid the share price’s downward
Newbridge Securities and View Trade Securities facilitated the
spiral, 5 trading days post-closing.
transaction as co-agents. The Company’s shares traded at
$4.77 when the deal closed, yet the Common Stock involved in
the financing, was sold at $2.00, a 58% discount to market
price.
According to CNA Finance, PixarBio is at the forefront of a mar-
ket shift within the pharmaceutical industry and is likely to get a
product to market far before its competitors, holding promise for
investors with long positions. With PixarBio’s shares trading in
the single digits once again, this appears to be the prime time to
buy, before the Company’s Common Stock sky-rockets upon
FDA approval.
Fate Therapeutics (FATE) Raises $57M in PIPE Market
Fate Therapeutics, a biopharmaceutical company dedicated to
the development of programmed cellular immunotherapies for
cancer and immune disorders, tapped the PIPE market for funding on November 22nd and successfully raised $57 million on
PixarBio is a biotechnology Company that develops non-opiate
November 23rd. The financing was accomplished by selling
and non-addictive pain treatments. The Company’s flagship
$37.5 million worth of the company’s series A convertible pre-
product, NeuroRelease, is expected to receive FDA approval in
ferred stock and $19 million worth of the company’s common
2018. NeuroRelease is a non-addictive neurological drug de-
stock.
signed to treat post-operative pain.
Investors in the PIPE transaction included entities affiliated with
A lot occurred for PixarBio over a short period. On October 31,
each of Redmile Group, LLC, BVF Partners L.P., EcoR1 Capi-
2016, the Company graduated from the pink sheets, began
tal, LLC and Franklin Advisers, Inc., and other accredited inves-
trading on the OTC Market and concurrently closed a Private
tors, certain of whom are affiliated with the directors and officers
Placement financing. Upon its inauguration on the public stage,
of the Company, along with members of the company’s board of
5
Selected Deals Breakout
directors themselves. The money raised in the PIPE is expected
While the purchase price and conversion price were set at 9.5%
to be used primarily to advance the company’s pipeline of pro-
discounts to the market at announcement, the company’s stock
grammed cellular immunotherapies and for general corporate
price has continued to rise. Even more impressive than a rising
purposes.
stock price following a discounted capital raise is a rising stock
price with heavy dilution from the capital raise. Combining the
In order to see the bigger picture at play it is necessary to look
back to the beginning of November when the Company reported
its third quarter financial results on November 7th. At this point,
common stock sold and the shares issuable upon conversion of
the preferred stock, dilution from the 2 PIPEs exceeds 60%. Yet
throughout it all the stock price climb has continued.
as expressed in the chart, the rally of the company’s stock price
began and the upward trend has continued through the fi-
nancings.
“During the quarter, we made substantial progress and intensified our commitment towards accelerating the clinical development of ProTmune and bringing innovative natural killer- and Tcell cancer immunotherapies into the clinic,” said Scott Wolchko, President and Chief Executive Officer of Fate Therapeutics.
With cash, cash equivalents and short-term investments as of
September 30, 2016 equal to $46.6 million a capital raise was
not entirely necessary for the company. Due to the recent upswing in the stock market for shares of the company, an oppor-
tunity presented itself that the they could not turn down. With
inflated prices and a handful of eager investors, the company
took advantage of the occasion by raising $57 million at slight
discounts to the market price.
6
Special Analysis—Sector Fund Flows
Investors stuck to their post-election guns when it came to sectors in early December, steering more money into the EPFR Globaltracked Sector Funds they believe will benefit from the reflationary policies promised by US President-elect Donald Trump and pulling money out of those they expect will suffer. Both Industrial and Financial Sector Funds absorbed over $1 billion during the week
and Infrastructure Sector Funds extended their current inflow streak while Real Estate Sector Funds saw money flow out for the
eighth time in the past 10 weeks.
The bulk of the recent flows into Industrial Sector Funds have gone to those with US mandates. although manufacturing indexes for
other major markets have been generally positive with the latest Eurozone purchasing manager index (PMI) coming in at a 34
month high.
Redemptions from Gold Funds accelerated ahead of the Fed's last policy meeting of the year, extending their longest outflow streak
since the run-up to last year's rate hike in late 4Q15. But Financial Sector Funds took in over $1 billion for the second time since
Trump's election as investors priced in a higher return on their loan books.
One of the anticipated winners from Trump's victory, Healthcare/Biotechnology Sector Funds, posted outflows for the second
straight week. Hillary Clinton, the defeated Democratic contender and front-runner for much of the campaign, was expected to try
and aggressively restrain pharmaceutical prices. But, after a post-election rebound in flows, investor attention has shifted to the
uncertainty any effort to roll back reforms to the US healthcare system may trigger.
7
Deal Summaries 11/14/2016 to 11/30/2016
Basic Materials
Aqua Metals
On November 15, 2016, Aqua Metals (NASDAQ CM:AQMS)
announced that it has raised $20,000,000 in a CMPO/Overnight
transaction. The common stock was sold at $10.00 per share,
an approximate 12% discount to the market price ($11.37) of
AQMS at deal announcement. National Securities Corporation
acted as Sole Book-Runner on the transaction. Underwriter
counsel was Golenbock Eiseman Assor Bell & Peskoe and issuer counsel was Greenberg Traurig, LLP.The transaction is expected to close on November 21, 2016.
Bemax, Inc.
On November 17, 2016, Bemax, Inc. (OTC:BMXC) announced
that it has secured up to $2,500,000 in a Structured Equity Line
transaction. The purchase price of the stock to be sold in this
transaction is 80% of the lowest daily volume weighted average
price, (a 20% effective discount). Warrants were not disclosed.
The investor was Kodiak Capital Group, LLC. The agreement
was reached on November 14, 2016.
Communications
Cogint, Inc
On November 23, 2016, Cogint, Inc (NASDAQ GM:COGT) announced that it has raised $6,000,000 in a Registered Direct
transaction. The common stock was sold at $3.00 per share, an
approximate 12% discount to the market price ($3.40) of COGT
at deal announcement. A series of 1,000,000 60-Month Warrants (50% Coverage) with an exercise price of $3.75 per share
(10.3% premium) was issued to the investors in this transaction.
Chardan Capital Markets acted as the exclusive agent on
the transaction. The investors were Empery Asset Management
and IntraCoastal Capital. Issuer counsel was Akerman LLP.
The offering is expected to close on or before November 29,
2016, subject to customary closing conditions.
Sullivan & Worcester LLP and investor counsel was David
Gonzalez, Esq. The agreement was reached on November
21, 2016.
Consumer - Cyclical
Cherokee Inc.
On November 28, 2016, Cherokee Inc. (NASDAQ GS:CHKE)
announced that it has raised $35,007,500 in a CMPO/Overnight
transaction. The common stock was sold at $9.50 per share, an
approximate 5% discount to the market price ($10.00) of CHKE
at deal announcement. Roth Capital Partners, LLC acted as
Sole Manager on the transaction. Underwriter counsel was Lowenstein Sandler LLP and issuer counsel was Morrison &
Foerster, LLP. The transaction is expected to close on December 2, 2016.
Consumer - Non-Cyclical (Healthcare)
Q BioMed Inc.
On November 30, 2016, Q BioMed Inc. (OTC:QBIO) announced
that it has raised $1,500,000 in a Convertible Debentures transaction. The conversion price the lesser of $4.00 or a 7% discount to the market. of the Convertible Debentures is per share,
an approximate to the market price ($3.48) of QBIO at deal
announcement. The Investor was Yorkville Advisors Global.
Ocular Therapeutix, Inc.
On November 30, 2016, Ocular Therapeutix, Inc. (NASDAQ
GM:OCUL) announced that it has secured up to $40,000,000
in an ATM (At the Market) transaction. The purchase price is the
prevailing market price at the time of the Draw Down Notice.
Cantor Fitzgerald & Company acted as the exclusive agent
on the transaction. Placement Agent counsel was Ropes &
Gray issuer counsel was Wilmer Cutler Pickering Hale &
Dorr. The agreement was reached on November 29, 2016.
Airborne Wireless Network
NewLink Genetics Corporation
On November 22, 2016, Airborne Wireless Network
(OTC:ABWN) announced that it has raised $1,200,000 in a
Common Stock transaction. The common stock was sold at
$0.80 per share, an approximate 10% premium to the market
price ($0.73) of ABWN at deal announcement. A series of
1,500,000 12-Month Warrants (100% Coverage) with an exercise price of $1.25 per share (71% premium) was issued to the
investors in this transaction. The transaction closed on November 22, 2016.
On November 29, 2016, NewLink Genetics Corporation
(NASDAQ GM:NLNK) announced that it has secured up to
$40,000,000 in an ATM (At the Market) transaction. The purchase price is the prevailing market price at the time of the
Draw Down Notice. Cantor Fitzgerald & Company acted as the
exclusive agent on the transaction. Placement Agent counsel
was Latham & Watkins, LLP and issuer counsel was Cooley
LLP.
EZTD, Inc.
On November 28, 2016, EZTD, Inc. (OTC:EZTD) announced
that it has secured up to $10,000,000 in an ATM (At the Market)
transaction. The purchase price is the prevailing market price at
the time of the Draw Down Notice. The investor was YAII PN,
Limited. Issuer counsel was Zysman Aharoni Gayer and
Skyline Medical Inc.
On November 29, 2016, Skyline Medical Inc. (NASDAQ
CM:SKLN) announced that it has raised $1,983,337 in a
Registered Direct transaction. The common stock was sold at
$2.62 per share, an approximate 3% discount to the market
price ($2.69) of SKLN at deal announcement. A series of
756,999 60-Month Warrants (100% Coverage) with an exercise
8
Deal Summaries 11/14/2016 to 11/30/2016
price of $4.46 per share (65.80% premium) was issued to the
investors in this transaction. Dawson James Securities acted as
the exclusive agent on the transaction. Placement Agent counsel was Schiff Hardin & Waite and issuer counsel was Malson
LLP. The transaction closed on 11/29/2016.
Jaguar Animal Health, Inc.
On November 23, 2016, Jaguar Animal Health, Inc. (NASDAQ
CM:JAGX) announced that it has raised $1,000,000 in a
Common Stock transaction. The common stock was sold at
$0.60 per share, an approximate 20% discount to the market
price ($0.75) of JAGX at deal announcement. A series of
1,666,668 60-Month Warrants with an exercise price of $0.75
per share (0% premium) were issued to the investors in this
transaction. An additional series of 1,666,668 6-Month Warrants
with an exercise price of $0.90 per share (20% premium) were
issued to the investors in this transaction. An additional series of
1,666,668 12-Month Warrants with and exercise price of $1.00
per share (33.3% premium) were issued to the investors in this
transaction. Total Warrant Coverage is 300%. H.C. Wainwright
& Co., LLC acted as the exclusive agent on the transaction.
Issuer counsel was Reed Smith, LLP. The closing is expected
to occur on or about November 29, 2016 and is subject to satisfaction of customary closing conditions.
Rosetta Genomics Limited
On November 23, 2016, Rosetta Genomics Limited (NASDAQ
CM:ROSG) announced that it has raised $1,292,500 in a
Convertible Unsecured Debentures transaction. The fixed conversion price of the Convertible Unsecured Debentures is $0.50
per share, an approximate 20.63% discount to the market price
($0.63) of ROSG at deal announcement. Aegis Capital Corporation acted as Lead Agent and Maxim Group LLC acted as
Co-Agent on the transaction. Placement Agent counsel was
Zysman Aharoni Gayer and Sullivan & Worcester LLP and
issuer counsel was Mintz, Levin, Cohn, Ferris, Glovsky &
Popeo, PC.
Rosetta Genomics Limited
On November 23, 2016, Rosetta Genomics Limited (NASDAQ
CM:ROSG) announced that it has raised $3,160,000 in a
Convertible Unsecured Debentures transaction. The fixed conversion price of the Convertible Unsecured Debentures is $0.50
per share, an approximate 20.63% discount to the market price
($0.63) of ROSG at deal announcement. A series of 10,000,000
60-Month Warrants (158% Coverage) with an exercise price of
$0.85 per share (34.92%premium) was issued to the investors
in this transaction. Aegis Capital Corporation acted as Lead
Agent and Maxim Group LLC acted as Co-Agent on the transaction. Placement Agent counsel was Zysman Aharoni Gayer
and Sullivan & Worcester LLP and issuer counsel was
Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, PC. The transaction is expected to close on November 29, 2016.
Fate Therapeutics, Inc.
On November 22, 2016, Fate Therapeutics, Inc. (NASDAQ
GM:FATE) announced that it has raised $37,500,002 in a
Convertible Preferred Stock transaction. The fixed conversion
price of the Convertible Preferred Stock is $2.66 per share, an
approximate 3.62% discount to the market price ($2.76) of
FATE at deal announcement. Warrants were not disclosed.
Leerink Swann, LLC acted as the exclusive agent on the
transaction. The investor was Redmile Capital Offshore Fund II,
Limited. Issuer counsel was Goodwin Procter, LLP, and
investor counsel was Seward & Kissel LLP. The transaction is
expected to close on November 23, 2016.
TRACON Pharmaceuticals
On November 22, 2016, TRACON Pharmaceuticals (NASDAQ
GM:TCON) announced that it has raised $15,093,750 in a
CMPO/Overnight transaction. The common stock was sold at
$5.75 per share, an approximate 17% discount to the market
price ($6.90) of TCON at deal announcement.Jefferies & Company and Stifel Nicolaus Weisel acted as Joint BookRunners and BTIG, LLC acted as Co-Manager on the transaction. Underwriter counsel was Covington & Burling and issuer
counsel was Cooley LLP. The transaction is expected to close
on November 29, 2016.
Corbus Pharmaceuticals Holdings, Inc.
On November 23, 2016, Corbus Pharmaceuticals Holdings, Inc.
(NASDAQ CM:CRBP) announced that it has secured up to
$35,000,000 in an ATM (At the Market) transaction. The purchase price is the prevailing market price at the time of the
Draw Down Notice. Cantor Fitzgerald & Company acted as the
exclusive agent on the transaction. Placement Agent counsel
was Covington & Burling and issuer counsel was Lowenstein
Sandler LLP.
Sorrento Therapeutics, Inc.
On November 28, 2016, Sorrento Therapeutics, Inc. (NASDAQ
CM:SRNE) announced that it has raised $75,000,000 in a
Non-Convertible Secured Notes transaction. The securities
accrue interest at a rate of 9%. The investor was Hercules Capital. The transaction closed on November 23, 2016.
This Placement funds in three tranches. The first tranche of
$50,000,000 funded on 11/23/2016, the second tranche of
$10,000,000 may fund up until 09/30/2017, and the third
tranche of $15,000,000 may fund up until 06/30/2018.
Fate Therapeutics, Inc.
On November 22, 2016, Fate Therapeutics, Inc. (NASDAQ
GM:FATE) announced that it has raised $19,249,986 in a
Common Stock transaction. The common stock was sold at
$2.66 per share, an approximate 4% discount to the market
price ($2.76) of FATE at deal announcement. Leerink Swann,
LLC acted as the exclusive agent on the transaction. The
investors were BVF Partners, EcoR1 Capital, and Franklin
Advisers. Issuer counsel was Goodwin Procter, LLP, and
investor counsel was Seward & Kissel LLP. The transaction is
expected to close on November 23, 2016.
Aimmune Therapeutics, Inc.
9
Deal Summaries 11/14/2016 to 11/30/2016
On November 04, 2016, Aimmune Therapeutics, Inc. (NASDAQ
GS:AIMT) announced that it has raised $145,000,013 in a
Common Stock transaction. The common stock was sold at
$19.20 per share, an approximate 17% premium to the market
price ($16.47) of AIMT at deal announcement. The investor was
Nestlé Health Science. The companies expect to close the
equity investment by the end of 2016, subject to the expiration
or termination of applicable waiting periods under all applicable
antitrust laws and satisfaction of other usual and customary
closing conditions.
per share (0.70% premium) were issued to the investors in this
transaction. An additional series of 25,000,000 12-Month Warrants with an exercise price of $1.72 per share (21.13% premium) were issued to the investors in this transaction. Total Warrant Coverage is 200%. Cantor Fitzgerald & Company acted
as the Sole Book-Runner on the transaction. Underwriter counsel was Latham & Watkins, LLP and issuer counsels were Gracin & Marlow LLP and Parsons Behle & Latimer. The transaction is expected to close on November 18, 2016.
Pressure BioSciences, Inc.
Immune Pharmaceuticals Inc.
On November 17, 2016, Immune Pharmaceuticals Inc.
(NASDAQ CM:IMNP) announced that it has raised
$1,050,000 in a Convertible Notes transaction. The fixed conversion price of the Convertible Notes is the sum of the portion
of the Principal to be converted and accrued and unpaid Interest
with respect to such Principal divided by 80% of the lowest intraday bid price on the date of conversion. The investor was
HLHW IV, LLC. Issuer counsel was Sheppard, Mullin, Richter & Hampton, LLP.
Spring Bank Pharmaceuticals, Inc.
On November 18, 2016, Spring Bank Pharmaceuticals, Inc.
(NASDAQ CM:SBPH) announced that it has raised
$15,000,001 in a Common Stock transaction. The common
stock was sold at $9.12 per share, an approximate 1% premium
to the market price ($8.99) of SBPH at deal announcement. A
series of 1,644,737 60-Month Warrants (100% Coverage) with
an exercise price of $10.79 per share (20% premium) was issued to the investors in this transaction. William Blair & Company, LLC acted as the exclusive agent on the transaction.
The investors include UBS Oncology Impact Fund. Issuer counsel was Wilmer Cutler Pickering Hale & Dorr. The financing is
expected to close on or about November 23, 2016, subject to
the satisfaction of certain customary closing conditions.
Neurotrope, Inc.
On November 18, 2016, Neurotrope, Inc. (OTC:NTRP) announced that it has raised $20,183,500 in a Common Stock
transaction. The common stock was sold at $0.20 per share, an
approximate 38% discount to the market price ($0.32) of NTRP
at deal announcement. A series of 122,517,500 60-Month Warrants (100% Coverage) with an exercise price of $0.40 per
share (25% premium) was issued to the investors in this transaction. Katalyst Securities LLC and GP Nurmenkari acted as
agents on the transaction. Note that this Placement funded in
tranches. The first tranche of $20,183,500 funded on
11/17/2016 and the second tranche of $4.3 million funded on
11/22/2016.
Synthetic Biologics, Inc.
On November 14, 2016, Synthetic Biologics, Inc. (NYSE MKT
(AMEX):SYN) announced that it has raised $25,000,000 in a
CMPO/Overnight transaction. The common stock was sold at
$1.00 per share, an approximate 30% discount to the market
price ($1.42) of SYN at deal announcement. A series of
25,000,000 48-Month Warrants with an exercise price of $1.43
On November 14, 2016, Pressure BioSciences, Inc.
(OTC:PBIO) announced that it intends to raise up
$2,500,000 in a Common Stock transaction. The common stock
will be sold at $0.40 per share, an approximate 29% premium to
the market price ($0.31) of PBIO at deal announcement. A series of up to 6,250,000 Warrants (100% Coverage) with an exercise price of $0.50 per share (61.29% premium) will be issued
to the investors in this transaction. Placement agent was Garden State Securities.
Note that $610,000 was received in escrow between August
29th and November 10th, 2016. Further tranches are expected
to close in the future.
Consumer - Non-Cyclical (Non-Healthcare)
Team, Inc.
On November 28, 2016, Team, Inc. (NYSE:TISI) announced
that it has secured up to $150,000,000 in an ATM (At the Market) transaction. The purchase price is the prevailing market
price at the time of the Draw Down Notice. Bank of America
Merrill Lynch, Raymond James & Associates, and SunTrust
Robinson Humphrey acted as agents on the transaction.
Placement Agent counsel was Greenberg Traurig, LLP and
issuer counsel was Locke Lord LLP.
Eastside Distilling, Inc.
On November 21, 2016, Eastside Distilling, Inc. (OTC:ESDI)
announced that it has raised $1,040,000 in a Units (Common
Stock + Warrants) transaction. The common stock was sold at
$1.30 per share, an approximate 33% discount to the market
price ($1.95) of ESDI at deal announcement. A series of
800,000 36-Month Warrants (100% Coverage) with an exercise
price of $2.50 per share (28.2% premium) was issued to the
investors in this transaction.
Navios Maritime Partners LP
On November 18, 2016, Navios Maritime Partners LP
(NYSE:NMM) announced that it has secured up to
$25,000,000 in an ATM (At the Market) transaction. The purchase price is the prevailing market price at the time of the
Draw Down Notice. S. Goldman Capital acted as the exclusive
agent on the transaction. Placement Agent counsel was Fried,
Frank, Harris, Shriver & Jacobson and issuer counsels
were Reeder & Simpson and Thompson & Hine.
10
Deal Summaries 11/14/2016 to 11/30/2016
Energy
Financial
Plains All American Pipeline, L.P.
Farmland Partners Inc.
On December 01, 2016, Plains All American Pipeline, L.P.
(NYSE:PAA) announced that it has secured up to
$750,000,000 in an ATM (At the Market) transaction. The purchase price is the prevailing market price at the time of the
Draw Down Notice. Barclays Capital, BB&T Capital Markets,
BNP Paribas Securities Corporation, Citigroup Global Markets, Deutsche Bank Securities, Fifth Third Bank, J.P. Morgan Chase, Jefferies & Company, Mitsubishi UFJ Securities, Mizuho Securities, Morgan Stanley, Scotia Howard
Weil, SMBC Nikko Securities America, SunTrust Robinson
Humphrey, and Wells Fargo Securities acted as agents on
the transaction. Placement Agent counsel was Baker Botts and
issuer counsel was Vinson & Elkins. The agreement was
reached on November 30, 2016.
On November 29, 2016, Farmland Partners Inc. (NYSE:FPI)
announced that it has raised $34,875,000 in a CMPO/
Overnight transaction. The common stock was sold at $11.25
per share, an approximate 5% discount to the market price
($11.84) of FPI at deal announcement. Robert W. Baird & Co.
and Stifel Nicolaus Weisel acted as active Book-Running Managers, Janney Montgomery Scott and Wunderlich Securities
acted as passive Book-Running Managers, FBR Capital Markets acted as Co-Manager on the transaction. Placement
Agent counsel was Hunton & Williams, LLP and issuer counsel
was Morrison & Foerster, LLP. The transaction is expected to
close on December 5, 2016.
GulfMark Offshore, Inc.
On November 28, 2016, Fidus Investment Corporation
(NASDAQ GS:FDUS) announced that it has raised
$46,620,000 in a CMPO/Overnight transaction. The common
stock was sold at $16.65 per share, an approximate 2% discount to the market price ($17.07) of FDUS at deal announcement. Raymond James & Associates, Robert W. Baird & Co.,
and Keefe, Bruyette & Woods acted as joint Book-Runners,
D.A. Davidson & Co., Janney Montgomery Scott, and Oppenheimer & Co. Inc. acted as Co-Lead Mangers on the
transaction. Placement Agent counsel was Morrison & Foerster, LLP and issuer counsel was Sutherland Asbill &
Brennan, LLP. The transaction is expected to close on
December 2, 2016.
On November 23, 2016, GulfMark Offshore, Inc. (NYSE:GLF)
announced that it has raised $50,000,000 in a Convertible Preferred Stock transaction. The fixed conversion price of the Convertible Preferred Stock is $1.31 per share, an approximate
10% discount to the market price ($1.45) of GLF at deal announcement. Warrants were not disclosed. The investor was
MFP Partners L.P. and Franklin Mutual Advisers. Issuer
counsel was Vinson & Elkins, LLP, and investor counsel was
Paul, Weiss, Rifkind, Wharton & Garrison. The transaction
is expected to close in December 2016.
Fidus Investment Corporation
Ener-Core, Inc.
Bridge Bancorp, Inc.
On November 25, 2016, Ener-Core, Inc. (OTC:ENCR) announced that it has raised $3,600,000 in a Convertible Senior
Secured Promissory Notes transaction. The fixed conversion
price of the Convertible Senior Secured Promissory Notes is
$2.50 per share, an approximate 9.09% discount to the market
price ($2.75) of ENCR at deal announcement. A series of
1,423,200 60-Month Warrants (99% Coverage) with an exercise price of $3.00 per share (9% premium) was issued to the
investors in this transaction. Oppenheimer & Co. acted as the
exclusive agent on the transaction. Placement Agent counsel
was Sichenzia Ross Friedman Ference, issuer counsel was
K&L Gates, and investor counsel was Schulte Roth &
Zabel. The Company expects that the initial closing will
occur on November 29, 2016.
Weatherford International plc
On November 16, 2016, Weatherford International plc
(NYSE:WFT) announced that it has raised $456,300,000 in
a Registered Direct transaction. The common stock was sold at
$5.40 per share, an approximate 5% premium to the market
price ($5.14) of WFT at deal announcement. A series of
84,500,000 30-Month Warrants (100% Coverage) with an exercise price of $6.43 per share (25.1% premium) was issued to
the investors in this transaction. J.P. Morgan Chase & Co. acted as the exclusive agent on the transaction. Placement Agent
counsel was Morrison & Foerster and issuer counsel was Latham & Watkins.
On November 21, 2016, Bridge Bancorp, Inc. (NASDAQ
GS:BDGE) announced that it has raised $50,003,000 in a
CMPO/Overnight transaction. The common stock was sold at
$31.00 per share, an approximate 3% discount to the market
price ($31.85) of BDGE at deal announcement. Sandler O'Neill
& Partners, L.P. and Keefe, Bruyette & Woods, Inc. acted
as Joint Book-Runners on the transaction. Placement Agent
counsel was Kilpatrick Townsend & Stockton LLP and issuer
counsel was Luse Gorman. The transaction closed on November 28, 2016.
Independent Bank Group, Inc.
On November 22, 2016, Independent Bank Group, Inc.
(NASDAQ GS:IBTX) announced that it has raised
$21,000,000 in a Common Stock transaction. The common
stock was sold at $52.50 per share, an approximate 4% discount to the market price ($54.55) of IBTX at deal announcement. Stephens Inc. acted as the exclusive agent on the transaction. The transaction is expected to close on November 29,
2016.
Franklin Financial Network, Inc.
On November 15, 2016, Franklin Financial Network, Inc.
(NYSE:FSB) announced that it has raised $71,760,000 in a
11
Deal Summaries 11/14/2016 to 11/30/2016
CMPO/Overnight transaction. The common stock was sold at
$32.00 per share, an approximate 11% discount to the market
price ($35.95) of FSB at deal announcement. Raymond James
& Associates Inc. acted as active Book-Running Manager,
Stephens Inc. acted as passive Book-Running Manager, Piper Jaffray & Co. acted as Lead Manager, and Compass
Point and FIG Partners acted as Co-Managers on the transaction. Underwriter counsel was Alston & Bird, LLP and issuer
counsel was Baker, Donelson, Bearman, Caldwell & Berkowitz,
PC. The transaction closed on November 21, 2016.
Dynex Capital, Inc.
On November 21, 2016, Dynex Capital, Inc. (NYSE:DX) announced that it has secured up to $50,000,000 in an ATM (At
the Market) transaction. The purchase price is the prevailing
market price at the time of the Draw Down Notice. JonesTrading
Institutional Services and Ladenburg Thalmann & Co. acted
as agents on the transaction. Issuer counsel was Troutman
Sanders, LLP.
On November 25, 2016, Akoustis Technologies, Inc.
(OTC:AKTS) announced that it has raised $1,610,000 in a
Common Stock transaction. The common stock was sold at
$5.00 per share, an approximate 9% discount to the market
price ($5.50) of AKTS at deal announcement. The Investors
include officers of the Company and members of the board of
directors.
Air Industries Group Inc.
On November 30, 2016, Air Industries Group Inc. (NYSE MKT
(AMEX):AIRI) announced that it has raised $1,400,000 in a
Convertible Subordinated Notes transaction. The fixed conversion price of the Convertible Subordinated Notes is $2.25 per
share, an approximate 34.78% discount to the market price
($3.45) of AIRI at deal announcement. A series of 124,444 60Month Warrants (20% Coverage) with an exercise price of $3.00
per share (13.04% discount) was issued to the investors in this
transaction. Taglich Brothers, Inc. acted as the exclusive agent
on the transaction. The investors include Shadow Capital LLC.
The transaction closed on 11/23/2016.
Main Street Capital Corporation
Kratos Defense & Security Solutions, Inc.
On November 18, 2016, Main Street Capital Corporation
(NYSE:MAIN) announced that it has secured up to
$1,500,000,000 in an ATM (At the Market) transaction. The
purchase price is the prevailing market price at the time of the
Draw Down Notice. Goldman, Sachs & Co., Raymond James &
Associates, RBC Capital Markets, and Robert W. Baird &
Co. acted as agents on the transaction. Placement Agent
counsel was Fried, Frank, Harris, Shriver & Jacobson and issuer
counsel was Sutherland Asbill & Brennan, LLP.
Kingsway Financial Services Inc.
On November 16, 2016, Kingsway Financial Services Inc.
(NYSE:KFS) announced that it has raised $10,499,996 in a
Common Stock transaction. The common stock was sold at
$6.50 per share, an approximate 11% premium to the market
price ($5.83) of KFS at deal announcement. Warrants were not
disclosed. The investors were Yorkmont Capital Partners, LP
and GrizzlyRock Capital. Issuer counsel was McDermott, Will &
Emery, and investor counsel was Thompson Coburn, LLP.
The transaction closed on November 16, 2016.
Industrial
Terra Tech Corporation
On November 28, 2016, Terra Tech Corporation (OTC:TRTC)
announced that it has secured up to $20,000,000 in a Structured Equity Line transaction. The purchase price of the stock to
be sold in this transaction is 95% of the average of the 3 lowest
daily volume weighted average prices of the Common Stock in
the 5 trading days prior to the delivery of a Draw Down Notice,
(a 55% effective discount). The investor was Dominion Capital
LLC. Issuer counsel was Baker & Hostetler.
Akoustis Technologies, Inc.
On November 17, 2016, Kratos Defense & Security Solutions,
Inc. (NASDAQ GS:KTOS) announced that it has raised
$70,020,000 in a CMPO/Overnight transaction. The common
stock was sold at $6.00 per share, an approximate 12% discount to the market price ($6.85) of KTOS at deal announcement. Canaccord Genuity and B. Riley & Co. acted as joint Book
-Running Managers and Noble Financial Capital Markets acted
as Co-Manager on the transaction. Underwriter counsel was
Sullivan & Cromwell and issuer counsel was DLA Piper and
Paul Hastings LLP . The transaction is expected to close on
November 23, 2016.
Seanergy Maritime Holdings Corporation
On November 18, 2016, Seanergy Maritime Holdings Corporation (NASDAQ CM:SHIP) announced that it has raised
$3,588,750 in a Registered Direct transaction. The common
stock was sold at $2.75 per share, an approximate 30% discount to the market price ($3.91) of SHIP at deal announcement. Maxim Group LLC acted as the exclusive agent on the
transaction. Issuer counsel was Seward & Kissel. The transaction is expected to close on November 23, 2016.
Cherubim Interests, Inc.
On November 22, 2016, Cherubim Interests, Inc. (OTC:CHIT)
announced that it has secured up to $5,000,000 in a Structured
Equity Line transaction. The purchase price of the stock to be
sold in this transaction is 85% of the 5 consecutive Trading
Days immediately following the receipt of a Put Notice. The
investor was Tangiers Capital.
DryShips, Inc.
On November 17, 2016, DryShips, Inc. (NASDAQ CM:DRYS)
announced that it has raised $20,000,000 in a Registered Direct
Convertible Preferred Stock transaction. The fixed conversion
12
Deal Summaries 11/14/2016 to 11/30/2016
price of the Convertible Preferred Stock is $30.00 per share, an
approximate 58.9% discount to the market price ($73.00) of
DRYS at deal announcement. The investor was Kalani Investments Limited. Issuer counsel was Seward & Kissel LLP.
The transaction is expected to close on November 21, 2016.
price ($0.78) of RMGN at deal announcement. The Rights Record Date is 11/29/2016. The Rights Ex-Date is 12/22/2016. The
Rights Offering Ratio is 0.2099. Monarch Capital Group, LLC
acted as Manager on the transaction. Issuer counsel was
Greenberg Traurig, LLP.
BioHiTech Global, Inc.
Smart Server, Inc.
On November 22, 2016, BioHiTech Global, Inc. (OTC:BHTG)
announced that it has raised $1,250,000 in a Convertible Promissory Notes transaction. A series of 1,250 60-Month Warrants
with an exercise price of $3.30 per share (7.84%premium) was
issued to the investors in this transaction. The transaction
closed on November 18, 2016.
On December 02, 2016, Smart Server, Inc. (OTC:SUYT) announced that it has raised $1,350,000 in a Common Stock
transaction. The common stock was sold at $1.50 per share.
The transaction closed on November 28, 2016.
BIO-key International, Inc.
On November 21, 2016, BIO-key International, Inc. (OTC:BKYI)
announced that it has raised $1,860,000 in a Common Stock
transaction. The common stock was sold at $0.30 per share, an
approximate 20% premium to the market price ($0.25) of BKYI
at deal announcement. The Investor was a member of the Company’s board of directors. The transaction closed on November
18, 2016.
Eastman Kodak Company
On November 07, 2016, Eastman Kodak Company
(NYSE:KODK) announced that it has raised $200,000,000 in
a Convertible Preferred Stock transaction. The fixed conversion
price of the Convertible Preferred Stock is $17.40 per share, an
approximate 17.57% premium to the market price ($14.80) of
KODK at deal announcement. Foros acted as the Financial
Advisor on the transaction. The investor was Southeastern Asset Management. Investor counsels were Lowenstein
Sandler LLP and Shearman & Sterling, LLP and issuer
counsel was Day Pitney LLP and Sullivan & Cromwell. The
transaction is expected to close in November 2016.
Midwest Energy Emissions Corporation
On November 15, 2016, Midwest Energy Emissions Corporation
(OTC:MEEC) announced that it has raised $13,457,962 in a
Common Stock transaction. The common stock was sold at
$1.20 per share, an approximate 25% discount to the market
price ($1.60) of MEEC at deal announcement. Oppenheimer &
Co. acted as Lead Agent and Feltl and Company acted as
Co-Agent on the transaction. Issuer counsel was Kaye Cooper
Fiore Kay & Rosenberg, LLP and investor counsel was
Sichenzia Ross Friedman Ference, LLP. The transaction is
expected to close on November 18, 2016.
Technology
RMG Networks Holding Corporation
On November 30, 2016, RMG Networks Holding Corporation
(NASDAQ CM:RMGN) announced a Rights Offering transaction of up to $4,799,984. The Total Rights Offered is 7,741,909
at $0.62 per share, an approximate 21% discount to the market
In connection with the Private Placement, the Company also
entered into loan agreements with the Purchasers, pursuant to
which the Purchasers will loan to the Company their pro rata
share of up to $1,350,000 in the aggregate upon the request of
the Company at any time on or after January 31, 2017 and before November 1, 2020, pursuant to the terms of the convertible
promissory note attached to each of the Loan Agreements.
Ehave, Inc.
On November 22, 2016, Ehave, Inc. (OTC:EHVVF) announced
that it has raised $1,500,026 in a Convertible Promissory Notes
transaction. Upon the closing of a Qualified Offering, all of the
principal and accrued and unpaid interest then outstanding under the Notes shall, at the lender's discretion, become due and
payable in cash or convert into the number of securities sold in
the Qualified Offering at a conversion price equal to the lesser of
(i) a price per share assuming a $5,500,000 pre-Qualified Offering valuation of Ehave or (ii) a 20% discount to the price that
shares are sold in the Qualified Offering. Note that this Placement will fund in tranches. Each closing of Notes and Warrants
is subject to various closing conditions, including, in certain instances, the consent of the lenders.
Monster Digital, Inc.
On November 28, 2016, Monster Digital, Inc. (NASDAQ
CM:MSDI) announced that it has raised $2,500,000 in a
Common Stock transaction. The common stock was sold at
$1.50 per share, an approximate 3% premium to the market
price ($1.45) of MSDI at deal announcement.
Note that $500,000 of this Placement funded on November 21,
2016 with tranches totaling up to $2,000,000 expected to be
funded in the future.
Utilities
Ormat Technologies, Inc.
On November 30, 2016, Ormat Technologies, Inc. (NYSE:ORA)
announced that it has raised $92,500,000 in a Non-Convertible
Senior Secured Notes transaction. The securities accrue interest at a rate of 4.03%.CIBC World Markets acted as the exclusive agent on the transaction. Issuer counsel was Chadbourne
& Parke, LLP. The transaction closed on November 30,
2016.
13
Year-to-Date Private Placements - All Deals excluding ATMs, SELs, and Rights Offerings
Most Active Sector by Number of Dollars
Most Active Sector by Deals
Financial
$11,476,247,243
Consumer- Non-Cyclical (Healthcare)
305
Energy
$8,599,864,845
Financial
102
Consumer- Non-Cyclical (Healthcare)
$6,117,280,464
Industrial
76
Utilities
$3,863,456,630
Energy
70
Communications
$3,133,853,439
Technology
59
Industrial
$3,071,534,943
Consumer- Non-Cyclical (Non-Healthcare)
51
Consumer- Cyclical
$1,373,758,944
Communications
50
Technology
$1,312,908,511
Basic Materials
46
Consumer- Non-Cyclical (Non-Healthcare)
$1,116,204,676
Consumer- Cyclical
21
$544,993,888
Utilities
20
$53,725,000
Diversified
Basic Materials
Diversified
Grand Total
$40,663,828,583
4
Grand Total
804
Most Active Sector by % of Dollars
Most Active Sector by % of Deals
Financial
28.22%
Consumer- Non-Cyclical (Healthcare)
37.94%
Energy
21.15%
Financial
12.69%
Consumer- Non-Cyclical (Healthcare)
15.04%
Industrial
9.45%
Utilities
9.50%
Energy
8.71%
Communications
7.71%
Technology
7.34%
Industrial
7.55%
Consumer- Non-Cyclical (Non-Healthcare)
6.34%
Consumer- Cyclical
3.38%
Communications
6.22%
Technology
3.23%
Basic Materials
5.72%
Consumer- Non-Cyclical (Non-Healthcare)
2.74%
Consumer- Cyclical
2.61%
Basic Materials
1.34%
Utilities
2.49%
Diversified
0.13%
Diversified
0.50%
Grand Total
100.00%
Grand Total
Year-to-Date Private Placements - Reg D and Reg S
Structure
Deals
$ Proceeds
Common Stock
278
$14,311,345,606
Convertible - Company Installment
(Self-Amortizing)
11
$157,055,000
Convertible - Fixed
138
$11,916,022,134
Convertible - Floating
27
$930,573,853
Convertible - Reset
14
$928,277,500
Non-Convertible Debt/Preferred
Stock
122
$7,204,045,091
6
$150,250,000
596
$35,597,569,184
Unknown Structure
Grand Total
100.00%
Year-to-Date - RDs, CMPOs, ATMs, SELs
Structure
Deals
$ Proceeds
ATM (At the Market) Offering*
217
$37,310,787,541
Common Stock - CMPO/Overnight
Offering
121
$3,705,517,417
Common Stock - Shelf Sale
(Registered Direct)
87
$1,360,741,982
Structured Equity Line*
52
$558,578,000
Total
477
$42,935,624,940
* Commitment Amount
Excludes all 144-A Offerings,, Rights Offerings, Bought Deals, and all PIPE transactions conducted by foreign issuers that trade in the U.S. on the OTC. On transactions where an investment banking firm has acted solely as
Financial Advisor, that transaction has been excluded from that firm’s ranking. Co-agented transactions award full transaction credit to all agents participating (regardless of status of lead agent or co-agent.
14
Top 25 Agents - Total Deals Placed
Top 25 Agents - Total Amount Invested
Ranking
Agent Name
Deals
Amount Raised
Ranking
Placement Agent Name
Deal
USD Amount
1
H.C. Wainwright & Co., LLC
58
$779,130,816
1
J.P. Morgan Chase & Co.
7
$2,574,586,109
2
Roth Capital Partners, LLC
46
$914,178,676
2
Barclays Capital, Inc.
5
$1,599,353,490
3
Maxim Group LLC
32
$242,134,386
3
Goldman, Sachs & Co.
4
$1,456,827,934
4
Chardan Capital Markets
24
$179,426,921
4
Citigroup Global Markets, Inc.
3
$1,110,000,005
5
Cowen and Company, LLC
20
$575,673,947
5
Roth Capital Partners, LLC
46
$914,178,676
6
Jefferies & Company, Inc.
17
$868,009,989
6
Jefferies & Company, Inc.
17
$868,009,989
7
Oppenheimer & Co. Inc.
17
$310,914,282
7
Wells Fargo Securities, LLC
7
$801,100,235
8
Piper Jaffray & Co.
16
$663,817,996
8
RBC Capital Markets, Inc.
6
$796,954,126
9
Aegis Capital Corporation
16
$78,670,608
9
H.C. Wainwright & Co., LLC
58
$779,130,816
10
Canaccord Genuity Inc. (US)
14
$688,920,792
10
Canaccord Genuity Inc. (US)
14
$688,920,792
11
Raymond James & Associates Inc.
14
$441,611,017
11
Piper Jaffray & Co.
16
$663,817,996
12
Craig-Hallum Capital Group LLC
13
$288,015,976
12
Morgan Stanley
5
$660,720,000
13
Leerink Swann, LLC
12
$579,521,621
13
Eastdil Secured
1
$621,827,934
14
Ladenburg Thalmann & Co., Inc.
12
$326,247,072
14
Leerink Swann, LLC
12
$579,521,621
15
Cantor Fitzgerald & Company
10
$424,938,204
15
Cowen and Company, LLC
20
$575,673,947
16
Stifel Nicolaus Weisel
10
$353,623,750
16
Raymond James & Associates Inc.
14
$441,611,017
17
Sandler O'Neill & Partners, L.P.
10
$341,255,499
17
Centerview Partners
1
$435,000,000
18
National Securities Corporation
10
$140,759,535
18
Needham & Company, LLC
8
$430,059,276
19
Northland Securities, Inc.
9
$173,176,996
19
DnB NOR Markets
4
$425,000,002
20
Needham & Company, LLC
8
$430,059,276
20
Cantor Fitzgerald & Company
10
$424,938,204
21
FBR Capital Markets
8
$281,399,234
21
Janney Montgomery Scott, Inc.
7
$378,944,997
22
B. Riley & Co.
8
$193,034,390
22
Keefe, Bruyette & Woods, Inc.
7
$370,024,256
23
Laidlaw & Company (UK) Ltd.
8
$81,055,434
23
J. Wood Capital Advisors LLC
3
$365,000,000
24
Katalyst Securities LLC
8
$75,541,662
24
Stifel Nicolaus Weisel
10
$353,623,750
25
Dawson James Securities, Inc.
8
$27,447,338
25
Sandler O'Neill & Partners, L.P.
10
$341,255,499
Top 25 Agents - RDs and CMPOs by Deals
Top 25 Agents - RDs and CMPOs by Dollars
Rank
Agent Name
Deals
Amount Raised
Rank
Agent Name
Deals
Amount Raised
1
H.C. Wainwright & Co., LLC
48
$684,294,625
1
Roth Capital Partners, LLC
35
$714,574,816
2
Roth Capital Partners, LLC
35
$714,574,816
2
H.C. Wainwright & Co., LLC
48
$684,294,625
3
Maxim Group LLC
16
$176,157,077
3
Canaccord Genuity Inc. (US)
12
$666,840,800
4
Jefferies & Company, Inc.
13
$528,009,982
4
Jefferies & Company, Inc.
13
$528,009,982
5
Raymond James & Associates Inc.
13
$389,611,017
5
RBC Capital Markets, Inc.
4
$523,448,722
6
Chardan Capital Markets
13
$104,535,590
6
Leerink Swann, LLC
8
$498,247,500
7
Canaccord Genuity Inc. (US)
12
$666,840,800
7
J.P. Morgan Chase & Co.
2
$493,612,000
8
Cowen and Company, LLC
12
$443,470,208
8
Cowen and Company, LLC
12
$443,470,208
9
Oppenheimer & Co. Inc.
12
$267,105,000
9
Piper Jaffray & Co.
11
$430,660,493
10
Piper Jaffray & Co.
11
$430,660,493
10
Needham & Company, LLC
8
$430,059,276
11
Stifel Nicolaus Weisel
10
$353,623,750
11
Raymond James & Associates Inc.
13
$389,611,017
12
Ladenburg Thalmann & Co., Inc.
9
$278,913,750
12
Stifel Nicolaus Weisel
10
$353,623,750
13
Leerink Swann, LLC
8
$498,247,500
13
Keefe, Bruyette & Woods, Inc.
6
$348,024,250
14
Needham & Company, LLC
8
$430,059,276
14
Cantor Fitzgerald & Company
8
$279,938,202
15
Cantor Fitzgerald & Company
8
$279,938,202
15
Ladenburg Thalmann & Co., Inc.
9
$278,913,750
16
National Securities Corporation
8
$129,677,197
16
Robert W. Baird & Co.
4
$276,908,750
17
FBR Capital Markets
7
$261,399,234
17
Seaport Global Securities LLC
5
$271,106,250
18
BTIG, LLC
7
$260,449,032
18
SunTrust Robinson Humphrey, Inc.
6
$267,418,000
19
Keefe, Bruyette & Woods, Inc.
6
$348,024,250
19
Oppenheimer & Co. Inc.
12
$267,105,000
20
SunTrust Robinson Humphrey, Inc.
6
$267,418,000
20
Wunderlich Securities, Inc.
6
$265,522,500
21
Wunderlich Securities, Inc.
6
$265,522,500
21
Janney Montgomery Scott, Inc.
6
$263,944,997
22
Janney Montgomery Scott, Inc.
6
$263,944,997
22
Pareto Securities
3
$263,148,720
23
Northland Securities, Inc.
6
$163,632,500
23
FBR Capital Markets
7
$261,399,234
24
Dawson James Securities, Inc.
6
$22,929,338
24
BTIG, LLC
7
$260,449,032
25
Seaport Global Securities LLC
5
$271,106,250
25
Guggenheim Securities, LLC
4
$223,574,981
Excludes all 144-A Offerings,, Rights Offerings, Bought Deals, and all PIPE transactions conducted by foreign issuers that trade in the U.S. on the OTC. On transactions where an investment banking firm has acted solely as
Financial Advisor, that transaction has been excluded from that firm’s ranking. Co-agented transactions award full transaction credit to all agents participating (regardless of status of lead agent or co-agent.
15
Top 25 ATM Agent - Deals Placed
Top 25 ATM Agent - Commitment Amount
Ranking
Agent Name
Deals
Commitment Amount
Ranking
Placement Agent Name
Deal
USD Amount
1
Bank of America Merrill Lynch
43
$16,954,469,788
1
Wells Fargo Securities, LLC
40
$17,639,887,565
2
Wells Fargo Securities, LLC
40
$17,639,887,565
2
Bank of America Merrill Lynch
43
$16,954,469,788
3
Cantor Fitzgerald & Company
37
$3,429,518,448
3
RBC Capital Markets, Inc.
31
$15,817,422,565
4
RBC Capital Markets, Inc.
31
$15,817,422,565
4
J.P. Morgan Chase & Co.
31
$15,789,927,072
5
J.P. Morgan Chase & Co.
31
$15,789,927,072
5
Barclays Capital, Inc.
29
$14,433,182,942
6
Citigroup Global Markets, Inc.
31
$13,927,035,658
6
Citigroup Global Markets, Inc.
31
$13,927,035,658
7
Barclays Capital, Inc.
29
$14,433,182,942
7
Morgan Stanley
28
$13,841,190,658
8
Morgan Stanley
28
$13,841,190,658
8
Mitsubishi UFJ Securities (USA), Inc.
17
$12,154,684,849
9
Cowen and Company, LLC
28
$1,651,500,000
9
Jefferies & Company, Inc.
26
$11,207,850,658
10
FBR Capital Markets
27
$1,648,964,592
10
Deutsche Bank Securities, Inc.
17
$9,929,982,942
11
Jefferies & Company, Inc.
26
$11,207,850,658
11
SunTrust Robinson Humphrey, Inc.
20
$9,925,727,942
12
SunTrust Robinson Humphrey, Inc.
20
$9,925,727,942
12
Mizuho Securities Co., Limited
13
$9,281,262,942
13
Raymond James & Associates Inc.
20
$7,427,900,658
13
Goldman, Sachs & Co.
18
$9,149,260,000
14
Goldman, Sachs & Co.
18
$9,149,260,000
14
Raymond James & Associates Inc.
20
$7,427,900,658
15
Mitsubishi UFJ Securities (USA), Inc.
17
$12,154,684,849
15
BNP Paribas Securities Corporation
9
$7,167,151,907
16
Deutsche Bank Securities, Inc.
17
$9,929,982,942
16
Credit Suisse Securities (USA) LLC
12
$6,634,559,130
17
Robert W. Baird & Co.
14
$5,069,180,658
17
SMBC Nikko Securities America, Inc.
7
$5,940,000,000
18
Mizuho Securities Co., Limited
13
$9,281,262,942
18
TD Securities (USA) Inc.
5
$5,890,000,000
19
Credit Suisse Securities (USA) LLC
12
$6,634,559,130
19
Robert W. Baird & Co.
14
$5,069,180,658
20
Capital One Securities
12
$5,036,587,716
20
Capital One Securities
12
$5,036,587,716
21
MLV & Co. LLC
12
$638,625,000
21
BMO Capital Markets Corp.
11
$4,886,377,942
22
BMO Capital Markets Corp.
11
$4,886,377,942
22
UBS Securities LLC
7
$4,510,912,942
23
KeyBanc Capital Markets
11
$2,593,720,000
23
Scotia Capital (USA) Inc.
7
$4,163,236,907
24
BB&T Capital Markets
10
$3,700,447,942
24
USCA Securities LLC
4
$4,031,262,942
25
BNP Paribas Securities Corporation
9
$7,167,151,907
25
BB&T Capital Markets
10
$3,700,447,942
Top 25 Investors - Total Deals
Top 25 Investors - Total Amount Invested
Rank
Agent Name
Deals
Amount Raised
Rank
Agent Name
Deals
Amount Raised
1
Sabby Management, LLC
46
$85,476,415
1
Liberty Interactive Corporation
1
$2,500,000,000
2
Bank of New York
20
$0
2
Stonepeak Infrastructure Partners
5
$1,571,532,303
3
Perceptive Advisors, LLC
18
$38,440,713
3
Riverstone Holdings, LLC
2
$1,240,050,000
4
Millennium Management, LLC
18
$0
4
Silver Lake
2
$1,000,000,000
5
Teachers Insurance and Annuity
16
$50,000,000
5
Bain Capital, Inc.
1
$750,000,000
6
Citadel Advisors, LLC
13
$0
6
Enfield Holdings, L.P.
1
$750,000,000
7
Heights Capital Management, Inc.
12
$17,132,939
7
Ontario Municipal Employees Retire-
1
$750,000,000
8
DAFNA Capital Management, LLC
12
$11,950,010
8
Leonard Green & Partners, L.P.
1
$625,000,000
9
IntraCoastal Capital, LLC
12
$7,043,462
9
Qatar Investment Authority
1
$621,827,934
10
Hudson Bay Capital Management L.P.
11
$121,911,188
10
Cerberus Capital Management, L.P.
2
$505,000,000
11
Franklin Templeton Group
11
$32,521,872
11
Soros Fund Management LLC
3
$500,723,680
12
Empery Asset Management LP
11
$18,639,281
12
GSR GO Scale Capital Advisors
1
$500,000,000
13
AWM Investment Management (MGP
11
$3,257,504
13
JANA Partners LLC
1
$500,000,000
14
OrbiMed Advisors, LLC
10
$26,030,548
14
Soroban Capital Partners LLC
1
$500,000,000
15
Deerfield Management
9
$112,302,311
15
Coatue Management LLC
1
$499,999,999
16
Anson Capital, LP
9
$13,611,525
16
Tus-Holdings Co., Limited
1
$388,000,000
17
BVF, Inc.
8
$78,800,443
17
MTP Energy Management LLC
7
$377,673,068
18
Cormorant Asset Management, LLC
8
$9,625,002
18
CenterPoint Energy, Inc. (NYSE:
1
$363,000,000
19
Baker Brothers Advisors, LLC
8
$1,999,998
19
Brookfield Asset Management
1
$322,155,025
20
Alyeska Investment Group, L.P.
8
$1,057,920
20
First Reserve Corporation
2
$285,714,272
21
Fidelity Management & Research
8
$0
21
Kayne Anderson Capital Advisors,
6
$258,759,170
22
MTP Energy Management LLC
7
$377,673,068
22
Volkswagen
1
$255,974,109
23
New Enterprise Associates
7
$101,092,824
23
Atairos Management, L.P.
1
$250,000,000
24
UBS O'Connor LLC
7
$23,625,000
24
Williams Companies, Inc. (The)
1
$249,984,000
25
Kayne Anderson Capital Advisors,
6
$258,759,170
25
Oaktree Capital Management, L.P.
2
$243,911,490
Excludes all 144-A Offerings,, Rights Offerings, Bought Deals, and all PIPE transactions conducted by foreign issuers that trade in the U.S. on the OTC. On transactions where an investment banking firm has acted solely as
Financial Advisor, that transaction has been excluded from that firm’s ranking. Co-agented transactions award full transaction credit to all agents participating (regardless of status of lead agent or co-agent.
16
Top 25 Issuer Counsel - Total Deals
Top 25 Agent Counsel - Total Deals
Rank
Agent Name
Deals
Amount Raised
Rank
Agent Name
Deals
Amount Raised
1
Cooley LLP
24
$719,102,609
1
Ellenoff Grossman & Schole LLP
53
$443,878,678
2
Sichenzia Ross Friedman Ference,
21
$168,105,771
2
Goodwin Procter, LLP
24
$593,197,231
3
Latham & Watkins, LLP
15
$1,498,677,732
3
Latham & Watkins, LLP
14
$592,558,225
4
Vinson & Elkins, LLP
11
$3,479,208,043
4
Mintz, Levin, Cohn, Ferris, Glovsky &
10
$151,564,230
5
Goodwin Procter, LLP
10
$876,642,923
5
Lowenstein Sandler LLP
10
$91,048,534
6
Paul Hastings LLP
10
$281,072,521
6
Covington & Burling
9
$491,705,001
7
DLA Piper
10
$279,383,002
7
Cooley LLP
7
$278,049,974
8
K&L Gates LLP
10
$227,937,501
8
Proskauer Rose, LLP
6
$85,825,534
9
Mintz, Levin, Cohn, Ferris, Glovsky &
10
$131,402,944
9
Sichenzia Ross Friedman Ference,
6
$18,043,751
10
Hogan Lovells
10
$106,947,747
10
Pryor Cashman
5
$15,842,840
11
Fenwick & West, LLP
9
$1,990,175,221
11
Morrison & Foerster, LLP
4
$584,133,250
12
Wilson Sonsini Goodrich & Rosati
9
$139,822,739
12
Schiff Hardin, LLP
4
$14,946,001
13
Lowenstein Sandler LLP
9
$85,331,164
13
Skadden, Arps, Slate, Meagher &
3
$257,186,220
14
Foley & Lardner
8
$170,311,250
14
Davis Polk & Wardwell LLP
3
$233,290,500
15
Ellenoff Grossman & Schole LLP
8
$43,837,240
15
Greenberg Traurig, LLP
3
$27,039,699
16
Seward & Kissel LLP
7
$172,898,490
16
Stikeman Elliott LLP
2
$142,073,720
17
Morrison & Foerster, LLP
7
$106,934,548
17
Fried, Frank, Harris, Shriver & Jacob-
2
$133,150,000
18
Skadden, Arps, Slate, Meagher &
6
$482,458,570
18
Duane Morris, LLP
2
$63,750,000
19
Simpson Thacher Bartlett, LLP
6
$456,500,000
19
Loeb & Loeb, LLP
2
$53,068,750
20
Dorsey & Whitney, LLP
6
$177,535,000
20
DLA Piper
2
$51,778,740
21
Squire Patton Boggs (US) LLP
6
$130,621,811
21
Dechert, LLP
2
$43,024,995
22
Greenberg Traurig, LLP
6
$84,137,601
22
Pillsbury, Winthrop, Shaw & Pittman,
2
$21,677,444
23
Lucosky Brookman LLP
6
$13,615,000
23
Dentons Canada LLP
2
$19,877,096
24
Perkins Coie, LLP
5
$358,224,992
24
Meitar Liquornik Geva Leshem Tal,
2
$15,362,500
25
Morgan, Lewis & Bockius, LLP
5
$141,120,002
25
Faegre Baker Daniels LLP
2
$11,900,003
Top 25 Investor Counsel - Total Deals
Rank
Agent Name
Deals
Amount Raised
1
Schulte Roth & Zabel, LLP
20
$4,900,710,812
2
Kelley Drye & Warren LLP
9
$111,823,650
3
Latham & Watkins, LLP
7
$2,856,479,557
4
Morgan, Lewis & Bockius, LLP
7
$340,999,000
5
Greenberg Traurig, LLP
6
$718,723,037
6
Kirkland & Ellis
5
$2,582,053,000
7
Ropes & Gray
5
$1,446,949,997
8
Ellenoff Grossman & Schole LLP
5
$40,168,750
9
Sichenzia Ross Friedman Ference,
5
$24,110,830
10
Sidley Austin LLP
3
$2,040,053,000
11
Skadden, Arps, Slate, Meagher &
3
$937,750,000
12
Schiff Hardin, LLP
3
$230,000,000
13
Chapman & Cutler, LLP
3
$145,000,000
14
Fleming PLLC
3
$63,400,000
15
Morrison & Foerster, LLP
3
$6,247,752
16
Simpson Thacher Bartlett, LLP
2
$1,750,000,000
17
White & Case, LLP
2
$638,891,137
18
Akin, Gump, Strauss, Hauer & Feld,
2
$515,700,000
19
Vinson & Elkins, LLP
2
$390,017,670
20
Lowenstein Sandler LLP
2
$208,200,000
21
Watson, Farley & Williams LLP
2
$200,000,000
22
Sullivan & Cromwell
2
$65,000,000
23
Seward & Kissel LLP
2
$56,749,988
24
Paul, Weiss, Rifkind, Wharton &
2
$56,262,740
25
Locke Lord LLP
2
$51,380,000
Excludes all 144-A Offerings,, Rights Offerings, Bought Deals, and all PIPE transactions conducted by foreign issuers that trade in the U.S. on the OTC. On transactions where an investment banking firm has acted solely as
Financial Advisor, that transaction has been excluded from that firm’s ranking. Co-agented transactions award full transaction credit to all agents participating (regardless of status of lead agent or co-agent.
17
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