Description
Middle Market Equity
Capital Report
In Q2, Fewer IPOs, Increased Transaction Sizes,
and the Lure of Private Capital
July 2015
A CohnReznick LLP Report
1
Middle Market Equity Capital Report ― July 2015
. Table of Contents
Preface ...................................................................................................1
Highlights ................................................................................................3
Q2 IPO Activity ......................................................................................4
Middle Market Insights ...................................................................... 5
In Focus Q&A―Regulation A+: A Capital Idea, But Is It Right for Your Company? ....... 7
Middle Market Industry Observations .............................................. 9
Middle Market Snapshot .................................................................
11 Middle Market Follow-on Activity................................................... 13 Which Banks Made the Middle Market List? ................................. 15 Summary...........................................................................................
16 2 Middle Market Equity Capital Report ― July 2015 . Preface The availability of private capital and the willingness of private investors to pay high valuations for quality investments may be the best explanation for the continued decrease in IPO activity in 2015. The first half of 2015 ended with a mixed bag of news concerning public equity capital transactions. After a record breaking year in 2014, IPO activity through Dom Esposito Alex Castelli June 30, 2015 has declined by over 30%. In Q2 2015 there were 20% fewer IPOs compared to Q2 2014—an improvement compared to the 46% decline in IPO activity in Q1.
The continued “ availability and access to private capital are powerful forces for the public markets to overcome. yet only spent $36.7 billion on new acquisitions resulting in an increase of $16.9 billion in investable cash. When taking into consideration the increase in the availability of private capital and the costs and regulatory requirements associated with becoming a public company, fewer business executives are choosing an IPO. From an industry perspective, healthcare and When weighing the advantages and disadvantages of becoming a public company, it appears that fewer business executives are prepared to lead their companies through the IPO process. life sciences issues are bucking the downward trend in overall IPO activity suggesting that the IPO continues to be a good fit for companies with long development cycles and the need to access capital post-IPO in the form of follow on transactions. The continued decrease in technology sector IPOs is disheartening, but understandable.
The combination of sky-high valuations and the interest from both private financial and strategic investors move the IPO Even though economic conditions are generally out of the consideration set for most technology supportive of a strong IPO market and the company executives. IPO activity in the IPO window remains open, the lure of private hospitality sector—the restaurant sub-segment investors flush with cash may be too great in particular—has been exciting to watch, not for companies once destined for the public so much the number of IPOs, but rather their markets. And in the near term, we don’t see acceptance by public investors and their the landscape changing.
Through the first six performance. We would not be surprised to see months of the year, private equity investors more restaurant companies access the public exited investments to the tune of $53.6 billion markets in the months ahead. Middle Market Equity Capital Report ― July 2015 1 . Private equity continues to use the IPO as a From a regulatory perspective, we’re curious powerful exit tool. Seventy-five percent of to see how many companies will pursue a middle market IPOs this quarter were private Regulation A offering given the updated rules equity backed compared to just 57% in Q2 2014. published by the SEC. At the end of last quarter, Companies with their eyes on an eventual the SEC approved final rules that enable IPO may want to consider a partnership with certain issuers to raise capital in transactions a private equity group or venture capital firm exempt from the registration requirements of well in advance of floating a public offering. the Securities Act of 1933. These rules, known as Private equity’s focus on building value and “Regulation A+,” became effective on June 19, implementing strong operational policies and 2015.
We encourage you to read our feature procedures makes them good partners in story in this report, Regulation A+: A Capital advance of an IPO. Idea, But Is It Right for Your Company?, as it If we shift our focus away from the absolute number of IPOs in the quarter and place it provides interesting observations and insights from two capital markets experts. on proceeds, the story is quite different. The Absent an economic or political event that average amount of proceeds for middle market shakes the bedrock of the markets, we IPOs and follow-on transactions showed healthy expect to see moderate IPO activity as we gains of 39% and 16% respectively reflecting the move through the second half of the year. scarcity of and investor confidence in public We anticipate that private capital will remain equity issues. Those companies finding their way plentiful and private investors will continue to to the public market place are being rewarded pay high valuations for the right investments. for their efforts. We hope you ï¬nd the contents of our Q2 Middle Market Equity Capital Report to be interesting and insightful. Dom Esposito Partner, National Practice and Growth Director 2 Alex Castelli Partner, Middle Market Equity Capital Sponsor A CohnReznick Report .
Highlights “ The investment community has shown plenty of enthusiasm for restaurant IPOs and they’ve been generously rewarded. For restaurant owners and their investors, becoming a public company will require an experienced management team that can prepare for the IPO, execute the IPO, and operate as a public company.” Cindy McLoughlin CohnReznick Partner, Hospitality Industry Practice Broad Market Observations • While the number of IPOs in Q2 2015 decreased by 20% when compared to Q2 2014, transaction activity showed an improvement when compared to Q1 2015’s decrease of 46%. • IPO transaction activity for the first half (1H) of 2015 decreased by 32% when compared to 1H 2014. • If the decrease in IPO activity continues throughout the remainder of the year, the U.S. economy will produce only 208 IPOs compared to 307 in 2014 and 255 in 2013. Middle Market Observations • Middle market (companies with market caps between $10 million and $2 billion post IPO) IPO activity, decreased by 12% in Q2 2015 in comparison to Q2 2014. Middle market IPO activity was down 30% through the first half of the year. • Aggregate proceeds from middle market IPOs grew to $7.2 billion in Q2 2015 compared to $5.9 billion in Q2 2014—an increase of 22%. The average amount of proceeds per middle market transaction increased by 39% to $136 million. • Almost 80% of Q2 2015 middle market IPOs priced above or within their initial filing range compared to 53% in Q2 2014. Industry Speciï¬c Observations • Healthcare and life sciences IPOs represented 43% of middle market IPO activity in Q2 2015 compared to 38% in Q2 2014. • Middle market technology IPO activity in Q2 2015 decreased to eight compared to 16 year to year—a 50% decline. • When comparing Q2 2015 to Q2 2014 in the financial services sector, middle market IPOs decreased 71%. • Middle market IPO activity in each of the Hospitality and Retail & Consumer Products sectors increased by 50% year over year. Middle Market Equity Capital Report ― July 2015 3 .
Q2 IPO Activity “ Even though the first half of the year has been relatively quiet in the renewable energy space, we believe that several renewable energy companies are positioning to access the IPO on-ramp by the end of the year. In the first half of the year, we’ve seen moderate IPO activity in the form of renewable energy YieldCos. As we look to the second half of 2015, several renewable energy companies are poised to access capital through an IPO or follow-on transaction.” Anton Cohen CohnReznick Partner, Renewable Energy Industry Practice, Co-National Director In Q2 2015, companies once considered prime IPO candidates Figure 1: IPO Activity by Quarter 100 may have been attracted to the high valuations that both financial and strategic investors are placing 86 78 80 69 on quality investments. That, and a pipeline, exhausted at the end of 2014 and slow to replenish in 60 60 69 57 60 53 2015, may be among the drivers responsible for a 20% drop in Q2 2015 IPO activity when compared to 40 40 33 Q2 2014.
In Q2 2015, there were 69 IPOs compared to 86 in 2014. Operating company IPOs (excluding 20 SPAC’s and closed-end funds), a more meaningful indicator of 0 economic growth, decreased by Q2 - 2014 26% to 61 IPOs in Q2 2015 from 82 Q3 - 2014 All IPOs Q4 - 2014 Q1 - 2015 Q2 - 2015 Middle Market IPOs in Q2 2014. Source: Thomson Reuters Historically, Q2 and Q4 experience Through the first half of the year, IPO activity decreased by 32% year higher levels of transaction activity over year. In 1H 2015, there were 109 IPOs compared to 160 IPOs in when compared to Q1 and Q3 so 1H 2014 and 115 IPOs in 1H 2013. Without any improvement in IPO it is no surprise that Q2 2015 IPO activity for the remainder of the year, the U.S.
will produce only 208 IPOs activity increased by 73% when compared to 307 in 2014 and 255 in 2013. compared to Q1 2015. 4 Middle Market Equity Capital Report ― July 2015 . Middle Market Insights “ Within the healthcare and life sciences sector, IPO and follow-on transaction activity has been brisk, and we see that activity level continuing in the months ahead. In advance of actually becoming a public company, we advise clients to consider life as a public company post-IPO. Yes, an IPO provides access to much needed capital, but it’s also accompanied by ongoing regulatory oversight and changes in governance and decision making, which need to be carefully considered before going public.” Craig Golding CohnReznick Partner, Technology and Life Sciences Industry Practice The middle market is comprised of nearly 200,000 businesses. If the middle market were a country, it would equate Figure 2: Middle Market IPOs Decrease 100 86 to the fifth largest global economy with revenues in excess of $10 trillion 80 69 (National Center for the Middle Market). Small movements in middle market IPO transaction activity can have a powerful 60 60 53 impact on broader economic indicators like stock market performance, 40 consumer confidence, and job growth. Even though middle market IPO 20 transaction activity in 2015 is lagging behind 2014 (86 in 1H 2015 compared to 122 in 1H 2014), the number of middle market IPOs as a percentage of operating company IPOs has increased to 90% in 1H 2015 from 82% in 1H 2014. 0 Down 20% All IPOs Down 12% Middle Market IPOs Q2 2014 Q2 2015 Source: Thomson Reuters A CohnReznick Report 5 .
Middle Market Insights Figure 3: Middle Market Proceeds Middle Market Sub-Segments Q2 - 2014 Number of Deals Nano Cap ($10-$99 million) Q2 - 2015 Number of Deals Proceeds $ 7 Proceeds 188,457,000 6 Micro Cap ($100-$499 million) 33 $ 2,652,596,000 24 $ $ 2,129,000,000 126,168,000 Small Cap ($500 mil - $2 billion) 20 $ 3,059,663,000 23 $ 4,957,000,000 TOTAL 60 $ 5,900,716,000 53 $ 7,212,168,000 Source: Thomson Reuters Middle Market Proceeds Middle market companies raised approximately $7.2 billion in Q2 2015 compared to $5.9 billion in Q2 2014—a healthy increase of 22%. The average proceeds per IPO increased to $136 million in Q2 2015 from $98 million in Q2 2014—an average increase of almost 40% per transaction. Middle Market Pricing It appears that the capital markets ecosystem is making Figure 4: Middle Market IPO Pricing v. Initial Filing 100% improvements relative to middle 90% market pricing. In Q2 2015, 79% 70% above or within the pricing range set by their underwriters.
In 45% 17% 17% 45% 30% 62% 40% within the pricing range. The 49% 50% market IPOs priced above or 24% 32% 60% Q2 2014, only 53% of all middle 26% improvement could be a result of more reasonable pricing expectations by underwriters and/or the investment 20% 47% 52% 38% 10% 0% community’s appetite for and interest in new issues. 62 16% 80% of all middle market IPOs priced 8% Middle Market Equity Capital Report ― July 2015 Q2 2014 Below Filing Range Q3 2014 Q4 2014 Within Filing Range 27% Q2 2015 21% Q2 2015 Above Filing Range Source: Thomson Reuters . In Focus Q&A Regulation A+: A Capital Idea, But Is It Right for Your Company? In a move to foster the capital raising needs of small companies, the SEC approved new rules that enable certain issuers to raise capital in transactions exempt from the registration requirements of the Securities Act of 1933. These rules, known as “Regulation A+,” became effective on June 19, 2015 with the ï¬rst ï¬lings occurring ten days later. David Sorin, a partner and head of the Venture Capital & Emerging Growth Companies practice at law ï¬rm McCarter & English, sat down with Alex Castelli, a CohnReznick partner and Technology and Life Sciences Industry National Practice Leader, to share their thoughts on Regulation A+. CohnReznick: What is the background Castelli: Regulation A+ is an option for a company that behind Regulation A+? wants funding but may not want to deal with institutional Sorin: Regulation A+ has its roots in the 2000s recession capital while still maintaining control of your company. and the country’s near economic collapse. Since jobs and wealth creation often come from technology/ entrepreneurial sector, Congress passed the JOBS Act in 2012 to provide small, entrepreneurial businesses with access to capital on a cost effective basis. The JOBS Act seeks to increase the capital supply by reducing regulatory barriers and empowering unaccredited investors. Castelli: For small public offerings of less than $1.5 million, the predecessor to Regulation A+, Regulation A, had offered an exemption from most registration requirements with the SEC.
But Regulation A was rarely used―only about 10 times in the past five years. The filing requirements were time-consuming and costly and the framework of Regulation A was insufficient to provide the access to capital that was intended by the JOBS Act. So, Congress expanded and updated Regulation A―that’s how we got to Regulation A+. CohnReznick: What are the key advantages of the regulation? Sorin: Regulation A+ allows issuers to raise up to $50 million in two offerings―Tier 1 and Tier 2.
Tier 1 offerings can be up to $20 million and Tier 2 up to $50 million. Both investors and companies seeking capital should benefit. Unaccredited investors.
It’s potentially a less expensive way to raise Sorin: Even though there is a limit on the dollar amount for unaccredited investors, Regulation A+ provides the access to unaccredited investors and does not limit the number to 35 like Regulation D does. This gives companies the ability to access large number of investors, including unaccredited ones. Regulation A+ also allows companies to preview interest in the offering and a stock sold in a Regulation A+ offering is fully tradable. There is also no mechanism that mandates an ongoing disclosure for trading purposes after the offering is done. If company has fewer than 300 shareholders, there is no need for ongoing reporting after the first year. Castelli: But, if a company does a Regulation A+ offering, it will be in their interest to provide ongoing disclosure and investor relations communication to support an after-market. Portals may become the framework to maintain the information.
I also think that a second market concept will become a bigger and bigger mechanism to provide liquidity with investors holding private company shares. Over the next three to six months it will be very interesting to see the impact of Regulation A+ for companies that may not be well suited for private equity or venture capital and may see Regulation A+ as a viable option to raise capital. investors should find that Regulation A+ democratizes access to investment opportunities, giving them investment choices that were previously unavailable to them. A CohnReznick Report 7 . In Focus: Q&A Regulation A+: A Capital Idea, But Is It Right for Your Company? Sorin: A Regulation A+ offering can be the equivalent of a self-directed offering. Companies can use social media and other tools to market their offerings, perhaps opting to “go it alone” instead of using investment bankers. There is less need to use the intermediaries that would be needed for an IPO. But if intermediaries are used, it will be at far lower cost than a traditional IPO. Second Market (intermediary) and other companies are uniquely positioned to serve as a valuable partner. Crowdfunding platforms like Seedinvest could shift and offer an opportunity to complement and empower Regulation A+ offerings. Castelli: People need to think through how they are CohnReznick: What advice would you give the executive of a smaller company seeking capital and considering a Regulation A+ offering? Sorin: Regulation A+ is most appropriate for companies seeking $15 million and up.
The costs will be greater than a Regulation D filing but less than IPO. Regulation A+ will generate an aftermarket and it behooves them to provide information to the after-market even if they don’t have 300 shareholders and are not required to disclose such information. If you are a pre-IPO company, or one that never wants to go public, Regulation A+ may be right for you. But, if you going to market their offering.
Unless the company has are not prepared to start acting like a public company, a strong investor network, this may be tough. The fact don’t get involved. that Regulation A+ allows issuers to use social media is critical―Facebook, Linked In, Twitter, etc. can all be used to promote your stock offering in addition to getting the Castelli: It will benefit you greatly to work with experienced advisors who can guide you on everything message out on your company and its products. from how you market your offering to ongoing CohnReznick: Which types of regulated offering. reporting requirements.
Regulation A+ is still an SEC companies will beneï¬t most in using Regulation A+? Even with the revisions to the regulations, there is still a Castelli: Those companies seeking growth capital― and money. those that may not be strong candidates for institutional funding―should benefit. These may be companies that need growth capital and are not planning a liquidity event in the near future. Also, companies looking to attract unaccredited investors and retain control will benefit.
You significant risk that your Regulation A+ offering won’t be as successful as you planned. Success will take both time Sorin: Investment banks, portals, and IPOs have gotten big―maybe too big for the capital needs of your small company. If your company does not want to be public, and it doesn’t need to raise as much money as IPOs have an opportunity to maintain control of your company require, Regulation A+ could be a great alternative. with a Regulation A+ offering―which is not a bad thing. Regulation A+ is clearly not for crowdfunding.
It provides Sorin: I think Regulation A+ is for companies that are an outstanding opportunity to access unaccredited retail investors and offers more investors the possibility of trading more capital intensive versus lean start-ups. It’s not for shares. But as it stands today, a lot has to happen for companies looking to raise a nominal amount of capital. Regulation A+ to achieve its intended goals. Key sectors that may benefit include life sciences, biotech, nanotech, and medical devices.
High-tech companies will benefit with increased access to capital and a decreased cost of raising such capital. 4 8 Middle Market Equity Capital Report ― July 2015 . Middle Market Industry Observations “ Middle market retail and consumer products companies that, among other things can convince investors of their ability to sustain growth and drive shareholder value may find greater acceptance in the public markets. Even though retail and consumer products companies have gravitated to private markets for their financing needs, the IPO window is open to those with a history of sustainable growth and reasonable plan for leveraging growth in the future.” Stephen Wyss CohnReznick Partner, Retail and Consumer Products Industry Practice Healthcare and Life Sciences Technology When examining middle market IPO activity In Q2 2015, there were only eight middle market by industry sector, healthcare and life sciences technology IPOs compared to 16 in Q2 2014— exceeds all others. In Q2 2015, healthcare and a 50% decline. Through the first half of 2015, life sciences sector IPOs represented 43% of all 11 technology sector IPOs priced compared middle market IPOs—a 5% increase compared to to 29 in the first half of 2014—a 62% decrease. Q2 2014.
As reported in CohnReznick’s Q1 2015 When faced with the need to raise capital, Middle Market Equity Capital Report, “Healthcare technology companies appear to be accessing and life sciences companies with long alternate sources from financial and strategic development life-cycles and complicated investors. For a middle market technology stories to tell investors continue to embrace company executive, selling equity to a private the IPO as a form of capital that fits their equity group, a venture capital firm, or to long-term strategic objectives. Most companies another technology company may be easier in these sectors use the proceeds from and less expensive than pricing an IPO. IPOs to fund research and development activities and value the possibility of gaining additional access to capital through subsequent follow-on transactions.” A CohnReznick Report 59 .
Middle Market Industry Observations Restaurants Figure 5: Q2 Middle Market IPO 2014-2015 Comparison Q2 2015 The restaurant sector has made a connection with the IPO as a source for capital. Over the past 18 months, Other 18% Shake Shack (SHAK), Zoe’s Kitchen (ZOES), Papa Murphy’s (FRSH), Dave & Buster’s (PLAY), and El Pollo Loco (LOCO) have all become public companies. In Q2 2015, investors welcomed fast casual brands like Bojangles (BOJA), Fogo De Chao Technology 15% Hospitality 6% Energy and Utilities 6% Life Sciences 32% Financial Services 4% Real Estate 4% Retail 4% (FOGO), and Wingstop (WING) to the Technology Life Sciences Healthcare Financial Services Real Estate Energy and Utilities Hospitality Other Healthcare (ex Life Sciences) 11% public company ranks. Continued investor interest in the restaurant sector should be encouraging to restaurant management teams as Q2 2014 they consider the IPO as a solution to address a strategic need to raise capital.
Interesting to note that of the restaurant IPOs referenced above all were private equity or venture capital backed before pricing their IPO. Financial investors like private equity groups and venture capital firms include skilled professionals Retail 3% Hospitality 3% Energy and Utilities 3% Other 11% Technology 27% Real Estate 3% Financial Services 12% Healthcare (ex Life Sciences) 33% Life Sciences 5% who can add intellectual capital that restaurants need in advance of an IPO. 10 Middle Market Equity Capital Report ― July 2015 Source: Thomson Reuters . Middle Market Snapshot Analyzing Middle Market IPOs CohnReznick’s Middle Market Snapshot analyzes IPOs conducted by middle market companies―regardless of proceeds generated. CohnReznick defines the middle market as companies with $10 million to $2 billion in market capitalization post initial public offering. Number of IPOs Proceeds ($B) Average Deal Size ($M) 60 136 7.2 98 Up 39% 5.9 53 Up 22% Down 12% Q2 2014 Q2 2015 Q2 2014 Q2 2015 Q2 2014 Q2 2015 Middle Market IPO Activity Even though middle market IPOs were down 12% in Q2 2015, total proceeds increased by 22%. Average proceeds per transaction increased by 39%. Source: Thomson Reuters Q2 2014 Q2 2015 23 Number of Middle Market IPOs by Sub-Segment Q2 2015 Micro-cap and smallcap IPOs represented 89% of middle market IPOs in Q2 2015; about the same percentage as in Q2 2014. 33 35 30 24 25 20 20 15 10 7 6 5 0 Q2 2014 Q2 2015 Nano Cap ($10-99 million) Micro Cap Q2 2014 Small Cap ($100-499 million) ($500 mil-$2 billion) Q2 2015 Nano Cap ($10-99 million) Q2 2014 Micro Cap Small Cap ($100-499 million) ($500 mil-$2 billion) Source: Thomson Reuters ($M) Q2 2014 Q2 2015 4,957 5,000 4,000 2,653 3,000 3,060 2,129 2,000 1,000 0 188 Q2 2014 Nano Cap ($10-99 million) 126 Q2 2015 Micro Cap Q2 2014 Small Cap ($100-499 million) ($500 mil-$2 billion) Q2 2015 Nano Cap ($10-99 million) Q2 2014 Micro Cap Q2 2015 Small Cap ($100-499 million) ($500 mil-$2 billion) Proceeds of Middle Market IPOs by Sub-Segment Proceeds from small cap IPOs showed a 62% increase in Q2 2015 compared to Q2 2014 while proceeds from nanocap and micro-cap IPOs declined. Source: Thomson Reuters A CohnReznick Report 11 . Q2 2014 Q2 2015 Healthcare 33% 35 Technology 27% Active Industry Segments Life Sciences 32% + 30 25 Technology 15% Financial Services 12% 20 15 Life Sciences 5% 10 Healthcare 11% Real Estate 3% Energy and Hospitality Utilities 3% 3% + Retail 3% Financial Services 4% Real Estate 4% Energy and Utilities 4% Hospitality 6% Retail 6% 5 0 Healthcare and life sciences sector IPOs grew to 43% of all middle market IPOs in Q2 2015. Technology sector IPOs decreased by 50%. Source: Thomson Reuters Private Equity-Backed IPOs 80 Private EquityBacked IPOs Number of IPOs 70 60 50 40/53 75% 40 30 20 34/60 57% 10 0 Q2 2014 In Q2 2015, 75% of middle market IPOs were backed by private equity compared to just 57% in Q2 2014. Q2 2015 Source: Thomson Reuters Companies Filing as EGCs Companies Filing as EGCs 55/60 92% Q2 2014 51/53 96% Q2 2015 Source: Thomson Reuters 12 Middle Market Equity Capital Report ― July 2015 Filing as an Emerging Growth Company (EGC) helps middle market companies access the IPO on-ramp by utilizing the “Testing the Waters” and “Confidential Filing” provisions of the JOBS Act. . Middle Market Follow-On Activity “ One industry that has been greatly impacted by the competition from financial and strategic investors is the technology sector. Many quality technology companies are being acquired by financial and strategic buyers faster than those companies can even consider a public offering. It is too early to tell, but Regulation A+ issues may gain some attention from and serve as an alternative for technology companies looking to raise up to $50 million, but not interested in becoming a public company.” Alex Castelli CohnReznick Partner, Technology and Life Sciences Industry National Practice Leader The number of middle market follow-on transactions decreased to 150 in Q2 2015 compared to 203 in Q2 2014—a 26% decrease. Total proceeds from follow-on transactions decreased by close to 14%. Average proceeds per follow-on transaction increased by 16% to $88 million in Q2 2015 from $76 million in Q2 2014. Figure 6: Follow-ons by Middle Market Subsegment Q2 - 2014 Number of Deals Q2 - 2015 Proceeds Number of Deals Proceeds Nano Cap 69 $ 625,000,000 40 $ Micro Cap 57 $ 2,350,000,000 44 $ 2,201,000,000 Small Cap 77 $ 12,475,000,000 66 $ 10,572,000,000 203 $ 15,450,000,000 150 $ 13,252,000,000 TOTAL 479,000,000 Source: Thomson Reuters A CohnReznick Report 13 .
Middle Market Follow-on Activity Healthcare and life sciences sector Figure 7: Follow-ons by Industry Q2 2015 follow-on transactions represented 39% of Q2 2015 activity (26% in Q2 2014). The actual number of middle market healthcare and life sciences follow-ons increased to 58 in Q2 2015 from 53 in Q2 2014. Hospitality follow-ons increased from four to five. Follow-on Retail 2% Technology 13% Hospitality 3% Real Estate 8% transactions in technology, financial services, real estate, energy and Life Sciences 33% Energy and Utilities 7% Financial Services 10% utilities, and retail all decreased when comparing Q2 2015 to Q2 2014. Other 18% Technology Life Sciences Healthcare Real Estate Energy and Utilities Hospitality Financial Services Other Retail Healthcare (ex Life Sciences) 6% Q2 2014 Other 20% Life Sciences 16% Retail 5% Hospitality 2% Technology 12% Energy and Utilities 11% Real Estate 10% Financial Services 14% Healthcare (ex Life Sciences) 10% Source: Thomson Reuters 14 Middle Market Equity Capital Report ― July 2015 .
Which Banks Made the Middle Market List? Thirty-three different investment banks acted as bookrunner on at least one middle middle market IPO in Q2 2015 (53 IPOs). The total number of middle market IPOs reflected in the table below greatly exceeds the 53 total middle market IPOs because most deals involve more than one bookrunner. Investment Banker Number of Bookrun IPOs Investment Banker Number of Bookrun IPOs Goldman Sachs & Company 15 Robert W Baird & Company Inc. 3 JP Morgan & Company Inc. 14 Aegis Capital Corp. 2 Credit Suisse Securities (USA) LLC 13 BMO Capital Markets 2 Merrill Lynch Pierce Fenner & Smith 12 Macquarie Capital (USA) Inc. 2 Barclays Sandler O’Neill Partners L.P. 2 10 Citigroup Global Markets Inc. 9 SunTrust Robinson Humphrey 2 Jefferies & Company Inc. 9 William Blair & Company 2 Morgan Stanley & Company 8 Axiom Capital Management Inc. 1 RBC Capital Markets 7 Burnham Securities Inc. 1 Piper Jaffray Companies 6 Credit Agricole (New York) 1 Wells Fargo Securities LLC 6 DA Davidson & Company Inc. 1 Deutsche Bank Securities Inc. 5 KeyBanc Capital Markets Inc. 1 Leerink Partners LLC 5 Laidlaw & Company (UK) Ltd 1 UBS Investment Bank 5 Maxim Group LLC 1 Cowen & Company 4 Tudor Pickering & Company LLC 1 Evercore Group 4 WR Hambrecht & Company LLC 1 Stifel Nicolaus & Company Inc. 4 A CohnReznick Report 15 . Summary CohnReznick believes that market conditions company’s EBITDA. As banks reduce lending for strong IPO performance will remain in the to private equity, one could argue that private second half of 2015, and the IPO pipeline will equity acquisitions would decrease making continue to build as the year progresses. Unlike private capital more challenging to access 2014, there does not seem to be as much and pushing more companies into the IPO urgency in accessing the public markets. market place. However, unregulated financial Private capital and strategic buyers will institutions including business development continue to distract the attention of companies companies have begun to fill the financing who would once have considered a public gap left by the regulated banking community. transaction.
Those companies that ignore We don’t think regulators will be satisfied the temptation of private capital and pursue shifting what they consider to be riskier loans an IPO may be well rewarded by investors. from the regulated banking community to We believe the supply of quality investments the unregulated banking community. We’ll opportunities will remain low in both the continue to watch developments in this area. private and public markets driving valuations even higher. The market is likely to produce a moderating number of transactions, but the proceeds raised from each transaction should We encourage our legislators to do more to help stimulate middle market equity capital transaction activity.
Even though we did not continue to increase. discuss smaller IPO activity in this quarter’s The Federal Reserve is likely to slowly increase previous reports. The JOBS Act has served as a interest rates starting before the end of 2015 as meaningful piece of legislation in stimulating the U.S. economy continues to strengthen.
We small company capital formation. At this point, don’t believe that increasing the Fed Rate will most every part of the JOBS Act has been impact IPO activity in the near term. enacted, however, the number of smaller The landscape of private equity acquisitions may change in the coming months as regulators begin to crackdown on banks that lend to private equity firms above six times a 16 Middle Market Equity Capital Report ― July 2015 report, we have discussed it at length in equity capital transactions (those with proceeds of $50 million or less), continues to flounder. Quite simply, we have made progress, but we need to do more. . About CohnReznick’s Public Companies Group Utilizing comprehensive resources and deep industry expertise, the professionals of CohnReznick’s Public Companies Group understand the goals of both middle market companies and investors to deliver timely and appropriate solutions and services. We understand the challenges and opportunities of the capital markets and possess the forward thinking technical skills and experience necessary to address the needs of clients, investment bankers, investment advisors, attorneys, lenders, investors, managements, audit committees, and the U.S. Securities and Exchange Commission and other regulatory authorities. • • • • • • • • • • • • • • • Alex Castelli, CPA, Partner, Technology and Life Sciences Industry National Practice Leader Anton Cohen, CPA, Partner, Renewable Energy Industry Practice Co-National Director Dom Esposito, CPA, Partner, National Practice and Growth Director George Gallinger, Principal, CohnReznick Advisory Group − Governance, Risk, and Compliance National Director Craig Golding, CPA, Partner, Technology and Life Sciences Industry Practice Tim Kemper, CPA, Partner, Renewable Energy Industry Practice Co-National Director David Kessler, CPA, Partner, Commercial Real Estate Industry Practice National Director Adam Kleeman, CPA, Partner, Commercial Real Estate Industry Practice Gary Levy, CPA, Partner, Hospitality Industry Practice Leader Cindy McLoughlin, CPA, Partner, Hospitality Industry Practice Steven Schenkel, CPA, Partner, Chief Risk Officer Richard Schurig, CPA, Partner, Retail and Consumer Products Industry Practice Leader Mark Spelker, CPA, Partner, National Director of SEC Services Jeremy Swan, Principal, CohnReznick Advisory Group Stephen Wyss, CPA, Partner, Retail and Consumer Products Industry Practice CohnReznick Advantage for Capital Markets Industry Insights, Optimized Solutions • Partners immersed in supporting public companies and capital markets transactions who understand your business drivers. • Support from industry specialists to offer comprehensive industry-specific solutions and insights. • Engagement teams utilize the Firm’s broad resources to provide innovative solutions and breakthrough ideas. 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This has been prepared for information purposes and general guidance only and does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is made as to the accuracy or completeness of the information contained in this publication, and CohnReznick LLP, its members, employees and agents accept no liability, and disclaim all responsibility, for the consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it. 17 A CohnReznick Report 14 .
11 Middle Market Follow-on Activity................................................... 13 Which Banks Made the Middle Market List? ................................. 15 Summary...........................................................................................
16 2 Middle Market Equity Capital Report ― July 2015 . Preface The availability of private capital and the willingness of private investors to pay high valuations for quality investments may be the best explanation for the continued decrease in IPO activity in 2015. The first half of 2015 ended with a mixed bag of news concerning public equity capital transactions. After a record breaking year in 2014, IPO activity through Dom Esposito Alex Castelli June 30, 2015 has declined by over 30%. In Q2 2015 there were 20% fewer IPOs compared to Q2 2014—an improvement compared to the 46% decline in IPO activity in Q1.
The continued “ availability and access to private capital are powerful forces for the public markets to overcome. yet only spent $36.7 billion on new acquisitions resulting in an increase of $16.9 billion in investable cash. When taking into consideration the increase in the availability of private capital and the costs and regulatory requirements associated with becoming a public company, fewer business executives are choosing an IPO. From an industry perspective, healthcare and When weighing the advantages and disadvantages of becoming a public company, it appears that fewer business executives are prepared to lead their companies through the IPO process. life sciences issues are bucking the downward trend in overall IPO activity suggesting that the IPO continues to be a good fit for companies with long development cycles and the need to access capital post-IPO in the form of follow on transactions. The continued decrease in technology sector IPOs is disheartening, but understandable.
The combination of sky-high valuations and the interest from both private financial and strategic investors move the IPO Even though economic conditions are generally out of the consideration set for most technology supportive of a strong IPO market and the company executives. IPO activity in the IPO window remains open, the lure of private hospitality sector—the restaurant sub-segment investors flush with cash may be too great in particular—has been exciting to watch, not for companies once destined for the public so much the number of IPOs, but rather their markets. And in the near term, we don’t see acceptance by public investors and their the landscape changing.
Through the first six performance. We would not be surprised to see months of the year, private equity investors more restaurant companies access the public exited investments to the tune of $53.6 billion markets in the months ahead. Middle Market Equity Capital Report ― July 2015 1 . Private equity continues to use the IPO as a From a regulatory perspective, we’re curious powerful exit tool. Seventy-five percent of to see how many companies will pursue a middle market IPOs this quarter were private Regulation A offering given the updated rules equity backed compared to just 57% in Q2 2014. published by the SEC. At the end of last quarter, Companies with their eyes on an eventual the SEC approved final rules that enable IPO may want to consider a partnership with certain issuers to raise capital in transactions a private equity group or venture capital firm exempt from the registration requirements of well in advance of floating a public offering. the Securities Act of 1933. These rules, known as Private equity’s focus on building value and “Regulation A+,” became effective on June 19, implementing strong operational policies and 2015.
We encourage you to read our feature procedures makes them good partners in story in this report, Regulation A+: A Capital advance of an IPO. Idea, But Is It Right for Your Company?, as it If we shift our focus away from the absolute number of IPOs in the quarter and place it provides interesting observations and insights from two capital markets experts. on proceeds, the story is quite different. The Absent an economic or political event that average amount of proceeds for middle market shakes the bedrock of the markets, we IPOs and follow-on transactions showed healthy expect to see moderate IPO activity as we gains of 39% and 16% respectively reflecting the move through the second half of the year. scarcity of and investor confidence in public We anticipate that private capital will remain equity issues. Those companies finding their way plentiful and private investors will continue to to the public market place are being rewarded pay high valuations for the right investments. for their efforts. We hope you ï¬nd the contents of our Q2 Middle Market Equity Capital Report to be interesting and insightful. Dom Esposito Partner, National Practice and Growth Director 2 Alex Castelli Partner, Middle Market Equity Capital Sponsor A CohnReznick Report .
Highlights “ The investment community has shown plenty of enthusiasm for restaurant IPOs and they’ve been generously rewarded. For restaurant owners and their investors, becoming a public company will require an experienced management team that can prepare for the IPO, execute the IPO, and operate as a public company.” Cindy McLoughlin CohnReznick Partner, Hospitality Industry Practice Broad Market Observations • While the number of IPOs in Q2 2015 decreased by 20% when compared to Q2 2014, transaction activity showed an improvement when compared to Q1 2015’s decrease of 46%. • IPO transaction activity for the first half (1H) of 2015 decreased by 32% when compared to 1H 2014. • If the decrease in IPO activity continues throughout the remainder of the year, the U.S. economy will produce only 208 IPOs compared to 307 in 2014 and 255 in 2013. Middle Market Observations • Middle market (companies with market caps between $10 million and $2 billion post IPO) IPO activity, decreased by 12% in Q2 2015 in comparison to Q2 2014. Middle market IPO activity was down 30% through the first half of the year. • Aggregate proceeds from middle market IPOs grew to $7.2 billion in Q2 2015 compared to $5.9 billion in Q2 2014—an increase of 22%. The average amount of proceeds per middle market transaction increased by 39% to $136 million. • Almost 80% of Q2 2015 middle market IPOs priced above or within their initial filing range compared to 53% in Q2 2014. Industry Speciï¬c Observations • Healthcare and life sciences IPOs represented 43% of middle market IPO activity in Q2 2015 compared to 38% in Q2 2014. • Middle market technology IPO activity in Q2 2015 decreased to eight compared to 16 year to year—a 50% decline. • When comparing Q2 2015 to Q2 2014 in the financial services sector, middle market IPOs decreased 71%. • Middle market IPO activity in each of the Hospitality and Retail & Consumer Products sectors increased by 50% year over year. Middle Market Equity Capital Report ― July 2015 3 .
Q2 IPO Activity “ Even though the first half of the year has been relatively quiet in the renewable energy space, we believe that several renewable energy companies are positioning to access the IPO on-ramp by the end of the year. In the first half of the year, we’ve seen moderate IPO activity in the form of renewable energy YieldCos. As we look to the second half of 2015, several renewable energy companies are poised to access capital through an IPO or follow-on transaction.” Anton Cohen CohnReznick Partner, Renewable Energy Industry Practice, Co-National Director In Q2 2015, companies once considered prime IPO candidates Figure 1: IPO Activity by Quarter 100 may have been attracted to the high valuations that both financial and strategic investors are placing 86 78 80 69 on quality investments. That, and a pipeline, exhausted at the end of 2014 and slow to replenish in 60 60 69 57 60 53 2015, may be among the drivers responsible for a 20% drop in Q2 2015 IPO activity when compared to 40 40 33 Q2 2014.
In Q2 2015, there were 69 IPOs compared to 86 in 2014. Operating company IPOs (excluding 20 SPAC’s and closed-end funds), a more meaningful indicator of 0 economic growth, decreased by Q2 - 2014 26% to 61 IPOs in Q2 2015 from 82 Q3 - 2014 All IPOs Q4 - 2014 Q1 - 2015 Q2 - 2015 Middle Market IPOs in Q2 2014. Source: Thomson Reuters Historically, Q2 and Q4 experience Through the first half of the year, IPO activity decreased by 32% year higher levels of transaction activity over year. In 1H 2015, there were 109 IPOs compared to 160 IPOs in when compared to Q1 and Q3 so 1H 2014 and 115 IPOs in 1H 2013. Without any improvement in IPO it is no surprise that Q2 2015 IPO activity for the remainder of the year, the U.S.
will produce only 208 IPOs activity increased by 73% when compared to 307 in 2014 and 255 in 2013. compared to Q1 2015. 4 Middle Market Equity Capital Report ― July 2015 . Middle Market Insights “ Within the healthcare and life sciences sector, IPO and follow-on transaction activity has been brisk, and we see that activity level continuing in the months ahead. In advance of actually becoming a public company, we advise clients to consider life as a public company post-IPO. Yes, an IPO provides access to much needed capital, but it’s also accompanied by ongoing regulatory oversight and changes in governance and decision making, which need to be carefully considered before going public.” Craig Golding CohnReznick Partner, Technology and Life Sciences Industry Practice The middle market is comprised of nearly 200,000 businesses. If the middle market were a country, it would equate Figure 2: Middle Market IPOs Decrease 100 86 to the fifth largest global economy with revenues in excess of $10 trillion 80 69 (National Center for the Middle Market). Small movements in middle market IPO transaction activity can have a powerful 60 60 53 impact on broader economic indicators like stock market performance, 40 consumer confidence, and job growth. Even though middle market IPO 20 transaction activity in 2015 is lagging behind 2014 (86 in 1H 2015 compared to 122 in 1H 2014), the number of middle market IPOs as a percentage of operating company IPOs has increased to 90% in 1H 2015 from 82% in 1H 2014. 0 Down 20% All IPOs Down 12% Middle Market IPOs Q2 2014 Q2 2015 Source: Thomson Reuters A CohnReznick Report 5 .
Middle Market Insights Figure 3: Middle Market Proceeds Middle Market Sub-Segments Q2 - 2014 Number of Deals Nano Cap ($10-$99 million) Q2 - 2015 Number of Deals Proceeds $ 7 Proceeds 188,457,000 6 Micro Cap ($100-$499 million) 33 $ 2,652,596,000 24 $ $ 2,129,000,000 126,168,000 Small Cap ($500 mil - $2 billion) 20 $ 3,059,663,000 23 $ 4,957,000,000 TOTAL 60 $ 5,900,716,000 53 $ 7,212,168,000 Source: Thomson Reuters Middle Market Proceeds Middle market companies raised approximately $7.2 billion in Q2 2015 compared to $5.9 billion in Q2 2014—a healthy increase of 22%. The average proceeds per IPO increased to $136 million in Q2 2015 from $98 million in Q2 2014—an average increase of almost 40% per transaction. Middle Market Pricing It appears that the capital markets ecosystem is making Figure 4: Middle Market IPO Pricing v. Initial Filing 100% improvements relative to middle 90% market pricing. In Q2 2015, 79% 70% above or within the pricing range set by their underwriters.
In 45% 17% 17% 45% 30% 62% 40% within the pricing range. The 49% 50% market IPOs priced above or 24% 32% 60% Q2 2014, only 53% of all middle 26% improvement could be a result of more reasonable pricing expectations by underwriters and/or the investment 20% 47% 52% 38% 10% 0% community’s appetite for and interest in new issues. 62 16% 80% of all middle market IPOs priced 8% Middle Market Equity Capital Report ― July 2015 Q2 2014 Below Filing Range Q3 2014 Q4 2014 Within Filing Range 27% Q2 2015 21% Q2 2015 Above Filing Range Source: Thomson Reuters . In Focus Q&A Regulation A+: A Capital Idea, But Is It Right for Your Company? In a move to foster the capital raising needs of small companies, the SEC approved new rules that enable certain issuers to raise capital in transactions exempt from the registration requirements of the Securities Act of 1933. These rules, known as “Regulation A+,” became effective on June 19, 2015 with the ï¬rst ï¬lings occurring ten days later. David Sorin, a partner and head of the Venture Capital & Emerging Growth Companies practice at law ï¬rm McCarter & English, sat down with Alex Castelli, a CohnReznick partner and Technology and Life Sciences Industry National Practice Leader, to share their thoughts on Regulation A+. CohnReznick: What is the background Castelli: Regulation A+ is an option for a company that behind Regulation A+? wants funding but may not want to deal with institutional Sorin: Regulation A+ has its roots in the 2000s recession capital while still maintaining control of your company. and the country’s near economic collapse. Since jobs and wealth creation often come from technology/ entrepreneurial sector, Congress passed the JOBS Act in 2012 to provide small, entrepreneurial businesses with access to capital on a cost effective basis. The JOBS Act seeks to increase the capital supply by reducing regulatory barriers and empowering unaccredited investors. Castelli: For small public offerings of less than $1.5 million, the predecessor to Regulation A+, Regulation A, had offered an exemption from most registration requirements with the SEC.
But Regulation A was rarely used―only about 10 times in the past five years. The filing requirements were time-consuming and costly and the framework of Regulation A was insufficient to provide the access to capital that was intended by the JOBS Act. So, Congress expanded and updated Regulation A―that’s how we got to Regulation A+. CohnReznick: What are the key advantages of the regulation? Sorin: Regulation A+ allows issuers to raise up to $50 million in two offerings―Tier 1 and Tier 2.
Tier 1 offerings can be up to $20 million and Tier 2 up to $50 million. Both investors and companies seeking capital should benefit. Unaccredited investors.
It’s potentially a less expensive way to raise Sorin: Even though there is a limit on the dollar amount for unaccredited investors, Regulation A+ provides the access to unaccredited investors and does not limit the number to 35 like Regulation D does. This gives companies the ability to access large number of investors, including unaccredited ones. Regulation A+ also allows companies to preview interest in the offering and a stock sold in a Regulation A+ offering is fully tradable. There is also no mechanism that mandates an ongoing disclosure for trading purposes after the offering is done. If company has fewer than 300 shareholders, there is no need for ongoing reporting after the first year. Castelli: But, if a company does a Regulation A+ offering, it will be in their interest to provide ongoing disclosure and investor relations communication to support an after-market. Portals may become the framework to maintain the information.
I also think that a second market concept will become a bigger and bigger mechanism to provide liquidity with investors holding private company shares. Over the next three to six months it will be very interesting to see the impact of Regulation A+ for companies that may not be well suited for private equity or venture capital and may see Regulation A+ as a viable option to raise capital. investors should find that Regulation A+ democratizes access to investment opportunities, giving them investment choices that were previously unavailable to them. A CohnReznick Report 7 . In Focus: Q&A Regulation A+: A Capital Idea, But Is It Right for Your Company? Sorin: A Regulation A+ offering can be the equivalent of a self-directed offering. Companies can use social media and other tools to market their offerings, perhaps opting to “go it alone” instead of using investment bankers. There is less need to use the intermediaries that would be needed for an IPO. But if intermediaries are used, it will be at far lower cost than a traditional IPO. Second Market (intermediary) and other companies are uniquely positioned to serve as a valuable partner. Crowdfunding platforms like Seedinvest could shift and offer an opportunity to complement and empower Regulation A+ offerings. Castelli: People need to think through how they are CohnReznick: What advice would you give the executive of a smaller company seeking capital and considering a Regulation A+ offering? Sorin: Regulation A+ is most appropriate for companies seeking $15 million and up.
The costs will be greater than a Regulation D filing but less than IPO. Regulation A+ will generate an aftermarket and it behooves them to provide information to the after-market even if they don’t have 300 shareholders and are not required to disclose such information. If you are a pre-IPO company, or one that never wants to go public, Regulation A+ may be right for you. But, if you going to market their offering.
Unless the company has are not prepared to start acting like a public company, a strong investor network, this may be tough. The fact don’t get involved. that Regulation A+ allows issuers to use social media is critical―Facebook, Linked In, Twitter, etc. can all be used to promote your stock offering in addition to getting the Castelli: It will benefit you greatly to work with experienced advisors who can guide you on everything message out on your company and its products. from how you market your offering to ongoing CohnReznick: Which types of regulated offering. reporting requirements.
Regulation A+ is still an SEC companies will beneï¬t most in using Regulation A+? Even with the revisions to the regulations, there is still a Castelli: Those companies seeking growth capital― and money. those that may not be strong candidates for institutional funding―should benefit. These may be companies that need growth capital and are not planning a liquidity event in the near future. Also, companies looking to attract unaccredited investors and retain control will benefit.
You significant risk that your Regulation A+ offering won’t be as successful as you planned. Success will take both time Sorin: Investment banks, portals, and IPOs have gotten big―maybe too big for the capital needs of your small company. If your company does not want to be public, and it doesn’t need to raise as much money as IPOs have an opportunity to maintain control of your company require, Regulation A+ could be a great alternative. with a Regulation A+ offering―which is not a bad thing. Regulation A+ is clearly not for crowdfunding.
It provides Sorin: I think Regulation A+ is for companies that are an outstanding opportunity to access unaccredited retail investors and offers more investors the possibility of trading more capital intensive versus lean start-ups. It’s not for shares. But as it stands today, a lot has to happen for companies looking to raise a nominal amount of capital. Regulation A+ to achieve its intended goals. Key sectors that may benefit include life sciences, biotech, nanotech, and medical devices.
High-tech companies will benefit with increased access to capital and a decreased cost of raising such capital. 4 8 Middle Market Equity Capital Report ― July 2015 . Middle Market Industry Observations “ Middle market retail and consumer products companies that, among other things can convince investors of their ability to sustain growth and drive shareholder value may find greater acceptance in the public markets. Even though retail and consumer products companies have gravitated to private markets for their financing needs, the IPO window is open to those with a history of sustainable growth and reasonable plan for leveraging growth in the future.” Stephen Wyss CohnReznick Partner, Retail and Consumer Products Industry Practice Healthcare and Life Sciences Technology When examining middle market IPO activity In Q2 2015, there were only eight middle market by industry sector, healthcare and life sciences technology IPOs compared to 16 in Q2 2014— exceeds all others. In Q2 2015, healthcare and a 50% decline. Through the first half of 2015, life sciences sector IPOs represented 43% of all 11 technology sector IPOs priced compared middle market IPOs—a 5% increase compared to to 29 in the first half of 2014—a 62% decrease. Q2 2014.
As reported in CohnReznick’s Q1 2015 When faced with the need to raise capital, Middle Market Equity Capital Report, “Healthcare technology companies appear to be accessing and life sciences companies with long alternate sources from financial and strategic development life-cycles and complicated investors. For a middle market technology stories to tell investors continue to embrace company executive, selling equity to a private the IPO as a form of capital that fits their equity group, a venture capital firm, or to long-term strategic objectives. Most companies another technology company may be easier in these sectors use the proceeds from and less expensive than pricing an IPO. IPOs to fund research and development activities and value the possibility of gaining additional access to capital through subsequent follow-on transactions.” A CohnReznick Report 59 .
Middle Market Industry Observations Restaurants Figure 5: Q2 Middle Market IPO 2014-2015 Comparison Q2 2015 The restaurant sector has made a connection with the IPO as a source for capital. Over the past 18 months, Other 18% Shake Shack (SHAK), Zoe’s Kitchen (ZOES), Papa Murphy’s (FRSH), Dave & Buster’s (PLAY), and El Pollo Loco (LOCO) have all become public companies. In Q2 2015, investors welcomed fast casual brands like Bojangles (BOJA), Fogo De Chao Technology 15% Hospitality 6% Energy and Utilities 6% Life Sciences 32% Financial Services 4% Real Estate 4% Retail 4% (FOGO), and Wingstop (WING) to the Technology Life Sciences Healthcare Financial Services Real Estate Energy and Utilities Hospitality Other Healthcare (ex Life Sciences) 11% public company ranks. Continued investor interest in the restaurant sector should be encouraging to restaurant management teams as Q2 2014 they consider the IPO as a solution to address a strategic need to raise capital.
Interesting to note that of the restaurant IPOs referenced above all were private equity or venture capital backed before pricing their IPO. Financial investors like private equity groups and venture capital firms include skilled professionals Retail 3% Hospitality 3% Energy and Utilities 3% Other 11% Technology 27% Real Estate 3% Financial Services 12% Healthcare (ex Life Sciences) 33% Life Sciences 5% who can add intellectual capital that restaurants need in advance of an IPO. 10 Middle Market Equity Capital Report ― July 2015 Source: Thomson Reuters . Middle Market Snapshot Analyzing Middle Market IPOs CohnReznick’s Middle Market Snapshot analyzes IPOs conducted by middle market companies―regardless of proceeds generated. CohnReznick defines the middle market as companies with $10 million to $2 billion in market capitalization post initial public offering. Number of IPOs Proceeds ($B) Average Deal Size ($M) 60 136 7.2 98 Up 39% 5.9 53 Up 22% Down 12% Q2 2014 Q2 2015 Q2 2014 Q2 2015 Q2 2014 Q2 2015 Middle Market IPO Activity Even though middle market IPOs were down 12% in Q2 2015, total proceeds increased by 22%. Average proceeds per transaction increased by 39%. Source: Thomson Reuters Q2 2014 Q2 2015 23 Number of Middle Market IPOs by Sub-Segment Q2 2015 Micro-cap and smallcap IPOs represented 89% of middle market IPOs in Q2 2015; about the same percentage as in Q2 2014. 33 35 30 24 25 20 20 15 10 7 6 5 0 Q2 2014 Q2 2015 Nano Cap ($10-99 million) Micro Cap Q2 2014 Small Cap ($100-499 million) ($500 mil-$2 billion) Q2 2015 Nano Cap ($10-99 million) Q2 2014 Micro Cap Small Cap ($100-499 million) ($500 mil-$2 billion) Source: Thomson Reuters ($M) Q2 2014 Q2 2015 4,957 5,000 4,000 2,653 3,000 3,060 2,129 2,000 1,000 0 188 Q2 2014 Nano Cap ($10-99 million) 126 Q2 2015 Micro Cap Q2 2014 Small Cap ($100-499 million) ($500 mil-$2 billion) Q2 2015 Nano Cap ($10-99 million) Q2 2014 Micro Cap Q2 2015 Small Cap ($100-499 million) ($500 mil-$2 billion) Proceeds of Middle Market IPOs by Sub-Segment Proceeds from small cap IPOs showed a 62% increase in Q2 2015 compared to Q2 2014 while proceeds from nanocap and micro-cap IPOs declined. Source: Thomson Reuters A CohnReznick Report 11 . Q2 2014 Q2 2015 Healthcare 33% 35 Technology 27% Active Industry Segments Life Sciences 32% + 30 25 Technology 15% Financial Services 12% 20 15 Life Sciences 5% 10 Healthcare 11% Real Estate 3% Energy and Hospitality Utilities 3% 3% + Retail 3% Financial Services 4% Real Estate 4% Energy and Utilities 4% Hospitality 6% Retail 6% 5 0 Healthcare and life sciences sector IPOs grew to 43% of all middle market IPOs in Q2 2015. Technology sector IPOs decreased by 50%. Source: Thomson Reuters Private Equity-Backed IPOs 80 Private EquityBacked IPOs Number of IPOs 70 60 50 40/53 75% 40 30 20 34/60 57% 10 0 Q2 2014 In Q2 2015, 75% of middle market IPOs were backed by private equity compared to just 57% in Q2 2014. Q2 2015 Source: Thomson Reuters Companies Filing as EGCs Companies Filing as EGCs 55/60 92% Q2 2014 51/53 96% Q2 2015 Source: Thomson Reuters 12 Middle Market Equity Capital Report ― July 2015 Filing as an Emerging Growth Company (EGC) helps middle market companies access the IPO on-ramp by utilizing the “Testing the Waters” and “Confidential Filing” provisions of the JOBS Act. . Middle Market Follow-On Activity “ One industry that has been greatly impacted by the competition from financial and strategic investors is the technology sector. Many quality technology companies are being acquired by financial and strategic buyers faster than those companies can even consider a public offering. It is too early to tell, but Regulation A+ issues may gain some attention from and serve as an alternative for technology companies looking to raise up to $50 million, but not interested in becoming a public company.” Alex Castelli CohnReznick Partner, Technology and Life Sciences Industry National Practice Leader The number of middle market follow-on transactions decreased to 150 in Q2 2015 compared to 203 in Q2 2014—a 26% decrease. Total proceeds from follow-on transactions decreased by close to 14%. Average proceeds per follow-on transaction increased by 16% to $88 million in Q2 2015 from $76 million in Q2 2014. Figure 6: Follow-ons by Middle Market Subsegment Q2 - 2014 Number of Deals Q2 - 2015 Proceeds Number of Deals Proceeds Nano Cap 69 $ 625,000,000 40 $ Micro Cap 57 $ 2,350,000,000 44 $ 2,201,000,000 Small Cap 77 $ 12,475,000,000 66 $ 10,572,000,000 203 $ 15,450,000,000 150 $ 13,252,000,000 TOTAL 479,000,000 Source: Thomson Reuters A CohnReznick Report 13 .
Middle Market Follow-on Activity Healthcare and life sciences sector Figure 7: Follow-ons by Industry Q2 2015 follow-on transactions represented 39% of Q2 2015 activity (26% in Q2 2014). The actual number of middle market healthcare and life sciences follow-ons increased to 58 in Q2 2015 from 53 in Q2 2014. Hospitality follow-ons increased from four to five. Follow-on Retail 2% Technology 13% Hospitality 3% Real Estate 8% transactions in technology, financial services, real estate, energy and Life Sciences 33% Energy and Utilities 7% Financial Services 10% utilities, and retail all decreased when comparing Q2 2015 to Q2 2014. Other 18% Technology Life Sciences Healthcare Real Estate Energy and Utilities Hospitality Financial Services Other Retail Healthcare (ex Life Sciences) 6% Q2 2014 Other 20% Life Sciences 16% Retail 5% Hospitality 2% Technology 12% Energy and Utilities 11% Real Estate 10% Financial Services 14% Healthcare (ex Life Sciences) 10% Source: Thomson Reuters 14 Middle Market Equity Capital Report ― July 2015 .
Which Banks Made the Middle Market List? Thirty-three different investment banks acted as bookrunner on at least one middle middle market IPO in Q2 2015 (53 IPOs). The total number of middle market IPOs reflected in the table below greatly exceeds the 53 total middle market IPOs because most deals involve more than one bookrunner. Investment Banker Number of Bookrun IPOs Investment Banker Number of Bookrun IPOs Goldman Sachs & Company 15 Robert W Baird & Company Inc. 3 JP Morgan & Company Inc. 14 Aegis Capital Corp. 2 Credit Suisse Securities (USA) LLC 13 BMO Capital Markets 2 Merrill Lynch Pierce Fenner & Smith 12 Macquarie Capital (USA) Inc. 2 Barclays Sandler O’Neill Partners L.P. 2 10 Citigroup Global Markets Inc. 9 SunTrust Robinson Humphrey 2 Jefferies & Company Inc. 9 William Blair & Company 2 Morgan Stanley & Company 8 Axiom Capital Management Inc. 1 RBC Capital Markets 7 Burnham Securities Inc. 1 Piper Jaffray Companies 6 Credit Agricole (New York) 1 Wells Fargo Securities LLC 6 DA Davidson & Company Inc. 1 Deutsche Bank Securities Inc. 5 KeyBanc Capital Markets Inc. 1 Leerink Partners LLC 5 Laidlaw & Company (UK) Ltd 1 UBS Investment Bank 5 Maxim Group LLC 1 Cowen & Company 4 Tudor Pickering & Company LLC 1 Evercore Group 4 WR Hambrecht & Company LLC 1 Stifel Nicolaus & Company Inc. 4 A CohnReznick Report 15 . Summary CohnReznick believes that market conditions company’s EBITDA. As banks reduce lending for strong IPO performance will remain in the to private equity, one could argue that private second half of 2015, and the IPO pipeline will equity acquisitions would decrease making continue to build as the year progresses. Unlike private capital more challenging to access 2014, there does not seem to be as much and pushing more companies into the IPO urgency in accessing the public markets. market place. However, unregulated financial Private capital and strategic buyers will institutions including business development continue to distract the attention of companies companies have begun to fill the financing who would once have considered a public gap left by the regulated banking community. transaction.
Those companies that ignore We don’t think regulators will be satisfied the temptation of private capital and pursue shifting what they consider to be riskier loans an IPO may be well rewarded by investors. from the regulated banking community to We believe the supply of quality investments the unregulated banking community. We’ll opportunities will remain low in both the continue to watch developments in this area. private and public markets driving valuations even higher. The market is likely to produce a moderating number of transactions, but the proceeds raised from each transaction should We encourage our legislators to do more to help stimulate middle market equity capital transaction activity.
Even though we did not continue to increase. discuss smaller IPO activity in this quarter’s The Federal Reserve is likely to slowly increase previous reports. The JOBS Act has served as a interest rates starting before the end of 2015 as meaningful piece of legislation in stimulating the U.S. economy continues to strengthen.
We small company capital formation. At this point, don’t believe that increasing the Fed Rate will most every part of the JOBS Act has been impact IPO activity in the near term. enacted, however, the number of smaller The landscape of private equity acquisitions may change in the coming months as regulators begin to crackdown on banks that lend to private equity firms above six times a 16 Middle Market Equity Capital Report ― July 2015 report, we have discussed it at length in equity capital transactions (those with proceeds of $50 million or less), continues to flounder. Quite simply, we have made progress, but we need to do more. . About CohnReznick’s Public Companies Group Utilizing comprehensive resources and deep industry expertise, the professionals of CohnReznick’s Public Companies Group understand the goals of both middle market companies and investors to deliver timely and appropriate solutions and services. We understand the challenges and opportunities of the capital markets and possess the forward thinking technical skills and experience necessary to address the needs of clients, investment bankers, investment advisors, attorneys, lenders, investors, managements, audit committees, and the U.S. Securities and Exchange Commission and other regulatory authorities. • • • • • • • • • • • • • • • Alex Castelli, CPA, Partner, Technology and Life Sciences Industry National Practice Leader Anton Cohen, CPA, Partner, Renewable Energy Industry Practice Co-National Director Dom Esposito, CPA, Partner, National Practice and Growth Director George Gallinger, Principal, CohnReznick Advisory Group − Governance, Risk, and Compliance National Director Craig Golding, CPA, Partner, Technology and Life Sciences Industry Practice Tim Kemper, CPA, Partner, Renewable Energy Industry Practice Co-National Director David Kessler, CPA, Partner, Commercial Real Estate Industry Practice National Director Adam Kleeman, CPA, Partner, Commercial Real Estate Industry Practice Gary Levy, CPA, Partner, Hospitality Industry Practice Leader Cindy McLoughlin, CPA, Partner, Hospitality Industry Practice Steven Schenkel, CPA, Partner, Chief Risk Officer Richard Schurig, CPA, Partner, Retail and Consumer Products Industry Practice Leader Mark Spelker, CPA, Partner, National Director of SEC Services Jeremy Swan, Principal, CohnReznick Advisory Group Stephen Wyss, CPA, Partner, Retail and Consumer Products Industry Practice CohnReznick Advantage for Capital Markets Industry Insights, Optimized Solutions • Partners immersed in supporting public companies and capital markets transactions who understand your business drivers. • Support from industry specialists to offer comprehensive industry-specific solutions and insights. • Engagement teams utilize the Firm’s broad resources to provide innovative solutions and breakthrough ideas. 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Proactive, Resourceful Service • A true partner-led service model ensures direct access and active partner management. • Accountability and expectations are developed to meet your needs and documented in the CohnReznick Client Service Plan. National and Global Reach • With offices in 30 cities, we seamlessly and cost-efficiently serve clients on a regional, national, and international basis. • Companies with international interests in 100+ countries are served through our membership in Nexia International, a global network of independent accountancy, tax, and business advisors. A CohnReznick Report 17 . 1212 Avenue of the Americas New York, NY 10036 212-297-0400 www.cohnreznick.com CohnReznick is an independent member of Nexia International CohnReznick LLP © 2015 Any advice contained in this communication, including attachments and enclosures, is not intended as a thorough, in-depth analysis of specific issues. Nor is it sufficient to avoid tax-related penalties. This has been prepared for information purposes and general guidance only and does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is made as to the accuracy or completeness of the information contained in this publication, and CohnReznick LLP, its members, employees and agents accept no liability, and disclaim all responsibility, for the consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it. 17 A CohnReznick Report 14 .
