Equity Capital Markets Review - Bairdcontent.rwbaird.com/RWB/sectors/PDF/equity-capital...Healthcare...

2

January 2016

Equity Capital Markets Review

Peter Kies Managing Director Head of Equity Capital Markets [email protected] 414.765.7262

Lance Lange Managing Director [email protected] 414.765.7079

Gary Placek Managing Director [email protected] 414.765.3611

Chris Sciortino Managing Director [email protected] 312.609.4923

Macro Economic Environment

Robert W. Baird & Co. 1

Commentary

Q3 GDP was revised to 2.0% from 2.1%,

matching consensus estimates

Nonfarm payrolls increased 292,000 in December,

topping estimates of 200,000 while November

nonfarm payrolls were revised up to 252,000

from 211,000

– The unemployment rate remained steady at

5.0%, with the participation rate increasing

moderately to 62.6%

The PMI services index declined to 54.3 in

December, down from 56.1 in November

Retail sales increased moderately in November to

0.2%, below consensus expectations of 0.3%

GDP Growth

_____________________

Source: Bureau of Economic Analysis. As of December 31, 2015.

Unemployment Rate

_____________________

Source: Bureau of Economic Analysis. As of December 31, 2015.

Privately Owned Housing Starts

_____________________

Source: U.S. Commerce Department. As of December 31, 2015.

Purchasing Managers’ Index (PMI)

_____________________

Source: ISM Report on Business. As of December 31, 2015.

U.S. Consumer Sentiment

_____________________

Source: University of Michigan: Consumer Sentiment Index.

2.7%

2.5%

(1.5

%)

2.9%

0.8%

4.6%

2.3%

1.6%

2.5%

0.1%

2.7%

1.8%

4.5%

3.5%

(2.1

%)

4.6%

5.0%

2.2%

0.6%

3.9%

2.0%

(6.0%)

(4.0%)

(2.0%)

0.0%

2.0%

4.0%

6.0%

Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

20152010 2011 2012 2013 2014

3.0%

6.0%

9.0%

12.0%

Feb-00 Feb-04 Jan-08 Jan-12 Dec-15

5.0%

0

500

1,000

1,500

2,000

2,500

Jan-00 Dec-03 Dec-07 Nov-11 Nov-15

30

35

40

45

50

55

60

65

Jan-00 Dec-03 Dec-07 Dec-11 Dec-15

Ex pansion

Contraction

50

60

70

80

90

100

110

120

Jan-00 Dec-03 Dec-07 Dec-11 Dec-15

92.6

(in thousands)

Equity Capital Markets Activity


Equity Market Commentary

U.S. stocks had their worst annual

performance since 2008, closing out a

rocky year that tempered investors’

expectations for 2016

– In the S&P 500, Consumer

Discretionary and Healthcare stocks

rose 8% and 5%, respectively, while

Energy, Materials and Utilities were

the biggest laggards declining 24%,

10%, and 8%, respectively

The FOMC unanimously voted to set the

fed funds target rate to 0.25%-0.5% from

0.0%-0.25%; the committee expects to

make gradual, data-dependent

adjustments going forward

Broader Equity Markets

_____________________

Source: FactSet. As of December 31, 2015.

IPO Market Commentary

IPO activity slowed in 2015 with a total of 150 IPOs, the lowest volume since 2012; total capital raised plummeted to $32.3 billion, down 53% from 2014 (excluding Alibaba)

– Heightened volatility in Q3

dampened investors’ appetite for risk

in the latter part of 2015 and

provided for a challenging pricing

environment that pushed many IPOs

into 2016

Healthcare drove IPO activity yet again

in 2015, accounting for 44% of total

deals; despite this, volume in the

Healthcare space declined 39% YoY

Monthly IPO Pricing Activity

_____________________

Source: Dealogic. As of December 31, 2015. Excludes Closed End Funds and deals under $15 million.

Follow-on Market Commentary

27 Follow-ons priced in December,

raising $11.0 billion, bringing the total

for 2015 to 632 offerings, down 5.4%

from 2014

Despite lower volume, capital raised

increased 7.2% to $188.3 billion with

Healthcare comprising 26.1% of total

capital raised

– In 2015, the median file to offer

discount fell to 4.6% after registering

4.1% the previous two years

Monthly Follow-on Pricing Activity

_____________________


20.0%

40.0%

60.0%

80.0%

100.0%

120.0%

140.0%

160.0%

180.0%

200.0%

220.0%

Dec-06 Mar-09 Jun-11 Sep-13 Dec-15

NASDAQ Russell 2000 S&P 500 DJIA

December '15 2015

DJIA (1.7%) (2.2%)

S&P 500 (1.8%) (0.7%)

NASDAQ (2.0%) 5.7%

Russell 2000 (5.2%) (5.7%)

1413

9 8

15

18

30

15

8 7

1411

2

0

6

12

18

24

30

36

Dec-14

Jan-15

Feb-15

Mar-15

Apr-15

May-15

Jun-15

Jul-15

Aug-15

Sep-15

Oct-15

Nov-15

Dec-15

Average = 13

38

5867

102

5964 66

51 45

2721

44

27

0

20

40

60

80

100

120

Dec-14

Jan-15

Feb-15

Mar-15

Apr-15

May-15

Jun-15

Jul-15

Aug-15

Sep-15

Oct-15

Nov-15

Dec-15

Average = 51

Equity Capital Markets Activity


Commentary

Brent crude dropped to its lowest level in more

than a decade, surpassing lows reached in the

depths of the financial crisis

The Chicago PMI fell further into contractionary

territory at 42.9, missing forecasts of 50.0, the

lowest reading in over six years and seventh

contraction in 2015

Consumer Confidence raised to 96.5 in December,

up 3.9 points from November

Core PCE, an indication of inflation, only rose

0.1% in December while the expectation was that

it would maintain the year-on-year rate of 1.3%

Auto sales were revised to 17.3M, down from

initial reports of 18.2M earlier in the month

Equity Valuations

_____________________

Source: FactSet as of December 31, 2015.

Weekly Equity Mutual Fund Flows

($ in billions)

_____________________

Source: AMG Data Services. As of December 31, 2015.

Investors Intelligence Bull / Bear Ratio

_____________________

Source: Investors Intelligence Survey. As of December 31, 2015.

11.3x

17.2x

11.3x

16.6x

13.8x

21.4x

17.5x16.5x

14.9x 15.0x

20.8x 20.7x18.0x

10.4x

15.4x

10.3x

23.2x

12.4x

0.0x

5.0x

10.0x

15.0x

20.0x

25.0x

S&P 500 Dow Jones NASDAQ

Five-Year Range

LTM P/E Forw ard P/E Current P/E

Jan-13 Mar-13 May-13 Aug-13 Oct-13 Jan-14 Mar-14 May-14 Aug-14 Oct-14 Dec-14 Mar-15 May-15 Aug-15 Oct-15 Dec-15

0

5

10

15

20

25

30

35

40

45

50

($18)($15)($12)($9)($6)($3)$0$3$6$9

$12$15

Equity Mutual Fund Flows VIX

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

Jan-10 Nov-10 Sep-11 Jul-12 Jun-13 Apr-14 Feb-15 Dec-15

Bull Bear

Initial Public Offering Activity


Annual IPO Pricing Activity

IPO Pricings vs. Filing Range

_____________________


IPO Pricing Activity – December 2015

($ in millions, except per share data)

Trade Date Issuer Ticker

Deal

Value

Market

Cap Filing Range

Offer

Price

%

Secondary

Shares

Offer to

Current

12/17/2015 Yirendai Ltd YRD $75.0 $585.0 $9.00 - 11.00 $10.00 – (5.5%)

12/09/2015 Atlassian Corp plc TEAM 531.3 4,382.2 16.50 - 18.50 21.00 – 43.2%

Total Offerings – 2 Mean $303.2 $2,483.6 – 18.9%

Amount Raised – $606.3 Median 303.2 2,483.6 – 18.9%

________________

Source: Dealogic. As of December 31, 2015.

Excludes Closed End Funds and deals under $15 million.

155

127 133

218

271

150

0

30

60

90

120

150

180

210

240

270

300

2010 2011 2012 2013 2014 2015

26%39%

52%41%

30% 28% 30%

59%

56%43%

29%38%

40% 48%33%

37%

18% 18% 19% 21%30% 24%

37%

4%

0%

25%

50%

75%

100%

Q1 '14 Q2 '14 Q3 '14 Q4 '14 Q1 '15 Q2 '15 Q3 '15 Q4 '15

Below In Range Above

Initial Public Offering Backlog


180-Day IPO Backlog

IPO Backlog by Sector

($ in millions)

Business Services Filing

Date Issuer Amount

Filed

11/09/15 AmeriQuest Inc $75.0

10/16/15 TransFirst Holdings Corp 100.0

10/02/15 Laureate Education Inc 100.0

10/02/15 SIRVA Inc 175.0

09/10/15 PSAV Inc 100.0

09/04/15 McGraw-Hill Education Inc 100.0

08/21/15 ADS Waste Holdings Inc 100.0

Consumer Filing

Date Issuer

Amount

Filed

11/05/15 Turning Point Brands Inc $100.0

10/13/15 Station Casinos Corp 100.0

09/04/15 At Home Group Inc 100.0

08/04/15 Neiman Marcus Group Inc 100.0

07/30/15 SoulCycle Inc 100.0

07/24/15 VIZIO Inc 172.5

07/08/15 Albertsons Companies Inc 1,600.0

Energy Filing

Date Issuer Amount

Filed

09/25/15 AquaVenture Holdings LLC $100.0

08/31/15 IC Power PTE Ltd 100.0

Financial Services Filing

Date Issuer Amount

Filed

11/09/15 Elevate Credit Inc $100.0

Healthcare Filing

Date Issuer

Amount

Filed

12/23/15 Cancer Prevention Pharmaceuticals Inc

$30.1

12/23/15 Proteostasis Therapeutics Inc 86.3

12/22/15 Pulse Biosciences Inc 20.0

10/21/15 Viventia Bio Inc 86.3

10/19/15 Merus BV 60.0

10/16/15 BeiGene Ltd 100.0

10/16/15 Ellipse Technologies Inc 75.0

10/14/15 Apellis Pharmaceuticals Inc 86.3

10/05/15 PLx Pharma Inc 20.0

09/24/15 Bioceres SA 80.5

09/09/15 AnaptysBio Inc 86.3

08/31/15 American Renal Associates Holdings Inc

100.0

08/31/15 Sancilio Pharmaceuticals Company Inc

86.3

08/26/15 Acelity Holdings Inc 1,000.0

08/25/15 Advanced Inhalation Therapies 36.2

Industrial Filing

Date Issuer Amount

Filed

11/04/15 Shimmick Construction Co Inc $86.3

08/18/15 SiteOne Landscape Supply Inc 100.0

08/07/15 Mauser Group BV 100.0

07/28/15 GMS Inc 200.0

Real Estate Filing

Date Issuer

Amount

Filed

10/07/15 Nordic Realty Trust Inc $75.0

09/22/15 ETRE Residential LLC 35.0

08/20/15 MedEquities Realty Trust Inc 150.0

Technology Filing

Date Issuer

Amount

Filed

12/22/15 Nutanix Inc $200.0

12/21/15 Acacia Communications, Inc 125.0

12/17/15 SecureWorks Corp 100.0

11/10/15 Monster Digital Inc 30.0

09/03/15 PointClickCare 100.0

07/15/15 UTAC Holdings Ltd 350.0

07/02/15 Univision Holdings Inc 100.0

_____________________


Excludes Closed End Funds and deals under $15 million. Note: The passage of the JOBS Act in April 2012 allows some issuers to file confidentially. These filings are not reflected above.

47

54

63

75 81 84

97

73

89

100

79

66 6056 55 5055

47

50

46

5458

65

50

46

0

20

40

60

80

100

120

Median = 58

Healthcare15

Business Serv ices

7

Consumer7

Technology7

Industrial4

Real Estate3

Energy2

Financial Serv ices

1

Follow-on Offering Activity


Annual Follow-on Pricing Activity

Median File to Offer Discounts

_____________________ Source: Dealogic. As of December 31, 2015.


Follow-on Pricing Activity – December 2015

($ in millions)

Ticker Deal Value

Market Cap

% Secondary

Shares

% Change in Price

Trade Date Issuer

File to Offer

Discount to Last Trade

Offer to Current

12/18/2015 iRadimed Corp IRMD $29.1 $273.7 100.0% (1.7%) (1.7%) 0.2%

12/17/2015 Intercontinental Exchange Inc ICE 1,366.2 27,184.8 100.0% (2.7%) (2.7%) 1.9%

12/16/2015 Spark Therapeutics Inc ONCE 162.2 1,322.8 33.3% (21.7%) (3.2%) 0.0% 12/14/2015 Norwegian Cruise Line Holdings Ltd NCLH 576.1 13,644.2 100.0% (3.0%) (3.0%) 3.3%

12/11/2015 Hydrogenics Corp HYGS 19.0 97.6 – (27.2%) (0.4%) 5.0%

12/10/2015 1st Source Corp SRCE 36.6 816.0 100.0% (2.5%) (2.5%) 3.5%

12/10/2015 Accelerate Diagnostics Inc AXDX 109.3 1,054.0 – (5.7%) (17.5%) 6.6%

12/10/2015 Equity One Inc EQY 125.6 3,399.2 100.0% (1.0%) (1.0%) (0.1%)

12/10/2015 Restaurant Brands International Inc QSR 601.7 7,019.8 100.0% (1.0%) (1.0%) 6.2% 12/9/2015 Aeterna Zentaris Inc AEZS 17.9 69.5 – (21.8%) (21.8%) 3.4%

12/9/2015 Carolina Financial Corp CARO 34.5 189.9 – 2.8% (3.5%) 4.3%

12/9/2015 Codorus Valley Bancorp Inc CVLY 34.5 157.1 – (5.9%) – 11.2%

12/9/2015 CyrusOne Inc CONE 48.4 2,384.9 100.0% (0.4%) (0.4%) 7.2%

12/9/2015 Kite Pharma Inc KITE 287.6 3,386.4 – (7.8%) (1.5%) (0.7%)

12/9/2015 Parsley Energy Inc PE 255.7 2,576.7 9.1% (4.6%) (4.6%) 9.0% 12/8/2015 Agree Realty Corp ADC 55.4 690.1 – (4.1%) (4.1%) 1.7%

12/4/2015 Armada Hoffler Properties Inc AHH 36.9 333.6 – (3.9%) (3.9%) (0.4%)

12/4/2015 T2 Biosystems Inc TTOO 36.0 241.7 – (17.2%) (3.1%) (4.0%)

12/3/2015 New Home Company Inc NWHM 50.3 260.5 – (15.0%) (1.4%) (14.8%)

12/3/2015 Portola Pharmaceuticals Inc PTLA 172.5 2,780.1 – (2.8%) (2.8%) 3.6%

12/3/2015 Teva Pharmaceutical Industries Ltd TEVA 3,712.5 64,066.8 – (1.5%) (1.0%) 9.1% 12/3/2015 Vantiv Inc VNTV 693.5 7,510.9 100.0% (1.4%) (1.4%) (1.2%)

12/3/2015 WashingtonFirst Bankshares Inc WFBI 33.1 217.7 – (4.8%) (4.8%) (2.1%)

12/2/2015 AmSurg Corp AMSG 466.8 4,459.4 – (4.8%) (2.6%) 28.7%

12/2/2015 Columbia Pipeline Group Inc CPGX 1,438.9 7,617.0 – (8.1%) (8.1%) 2.4%

12/2/2015 INC Research Holdings Inc INCR 272.1 2,689.0 100.0% (4.8%) (4.8%) (6.0%)

12/2/2015 STORE Capital Corp STOR 354.2 3,246.8 – (4.6%) (4.6%) 3.8%

Total Offerings – 27 Mean $408.4 $5,840.4 85.7% (6.6%) (4.0%) 3.0%

Amount Raised - $11,026.5 Median 125.6 2,384.9 100.0% (4.6%) (2.8%) 3.3% __________________________________________________________



567

469

551

720668

632

0

100

200

300

400

500

600

700

800

2010 2011 2012 2013 2014 2015

(4.0%)

(5.8%)

(4.5%)

(3.5%)

(4.7%) (4.6%)

(5.2%)

(5.5%)

(3.3%)

(5.9%)

(4.9%)(4.7%)

(4.6%)

(7.0%)

(6.0%)

(5.0%)

(4.0%)

(3.0%)

(2.0%)

Dec-14

Jan-15

Feb-15

Mar-15

Apr-15

May-15

Jun-15

Jul-15

Aug-15

Sept-15

Oct-15

Nov-15

Dec-15

Recent Baird Equity Offerings


In the last twelve months, Baird’s Equity Capital

Markets franchise completed 77 financings, raising a total of $18.6 billion

__________________________________________________________ Note: Please visit www.rwbaird.com / Investment-banking for a complete listing of Baird transactions.

$55,372,500

Common Stock

Follow-on Offering

$36,915,000

Common Stock

Follow-on Offering

$354,200,000

Common Stock

Follow-on Offering Follow-on Offering

$466,777,280

Common Stock

Initial Public Offering

$92,000,004

Common Stock

$258,750,000

Common Stock

Follow-on Offering

$242,938,000

Common Stock

Follow-on Offering

$281,750,000

Common Stock

Follow-on Offering

$246,675,000

Common Stock


$103,500,000

Common Stock

Follow-on Offering Initial Public Offering

$172,500,000

Common Stock

$62,790,000

Common Stock

Initial Putlic Offering

$126,750,000

Common Stock

Follow-on Offering

$539,120,000

Common Stock

Follow-on Offering

Follow-on Offering

$57,420,000

Common Stock

Follow-on Offering

$136,850,000

Common Stock

$84,513,020

Common Stock

Follow-on Offering

$81,305,000

Common Stock


$248,400,000

Common Stock

$49,500,000

Common Stock

Follow-on Offering

$178,500,000

Common Stock

Follow-on Offering

$453,019,500

Common Unit

Follow-on Offering

$104,732,145

Common Stock

Initial Public Offering Follow-on Offering

$220,550,000

Common Unit

$36,960,000

Common Stock


$196,200,000

Common Stock


$172,500,000

Common Unit

$73,539,462

Common Stock


$294,026,280

Common Stock

Initial Public Offering Initial Public Offering

$420,000,000

Common Stock

Follow-on Offering

$50,870,300

Common Unit

Follow-on Offering

$151,180,150

Common Unit


$88,550,000

Common Stock

Follow-on Offering

$114,360,000

Common Unit

$126,730,000

Common Stock



$362,250,000

Common Stock

$430,818,750

Common Stock


$237,889,240

Common Unit

$297,850,000

Common Stock

Follow-on Offering

®

$782,000,000

Common Stock


$255,875,000

Common Stock

$188,640,000

Common Unit

Follow-on Offering

$50,250,000

Common Unit

Follow-on Offering

$229,856,250

Common Unit

Follow-on Offering

$249,550,000

Common Stock


$1,384,025,000

Common Unit

$114,672,250

Common Stock

Follow-on Offering

$344,137,500

Common Stock

Follow-on Offering

$131,189,279

Common Stock

Follow-on Offering

$85,100,000

Common Stock


$299,000,000

Common Stock

$41,839,875

Common Stock

Follow-on Offering

$178,020,000

Common Stock

Follow-on Offering

$204,322,000

Common Unit


$115,000,000

Common Stock

Follow-on Offering

$674,116,200

Common Unit

Follow-on Offering

$49,995,000

Common Stock

$12,938,554

Common Stock

Follow-on Offering

$388,987,500

Common Stock

Follow-on Offering

$132,411,000

Common Stock

Follow-on Offering

$191,505,000

Common Stock

Follow-on Offering

$139,485,284

Common Stock

Follow-on Offering Follow-on Offering

$68,999,997

Common Stock

Follow-on Offering

$201,249,928

Common Stock

$373,649,375

Common Stock

Follow-on Offering

®

$684,849,681

Common Stock


$92,736,000

Common Unit

Follow-on Offering

Robert W. Baird & Co.


_____________________

Note: Company logos denote companies that traveled with Baird in December of 2015.

Firm-Wide Effort to Support our Clients

In December, Baird… Initiated Coverage On…

Initiated coverage on 3 companies,

bringing the total companies under

coverage to 733

Traveled with 29 companies on

non-deal roadshows representing

nine of Baird’s core industry

verticals

Highly Ranked Annual Conferences*

February 2016 June 2016 September 2016 November 2016

1st Annual Private Company Technology & Services

Conference Four Seasons Hotel

New York, NY

37th Annual Global Consumer, Technology & Services

Conference JW Marriott Essex House

New York, NY

10 th Annual Global Healthcare Conference

New York Palace New York, NY

46th Annual Global Industrial Conference

Four Seasons Hotel Chicago, IL

_____________________

* Baird ranked #2 Most Useful Conferences and Seminars by Greenwich Associates U.S. Equity Investors – Small / Mid-Cap Funds, April 2015. Surveys conducted with 92 U.S. small-cap and mid-cap fund managers.

Other International –

Canada

Australia

Boston

New York

Baltimore

Chicago

Minneapolis

San Francisco

England

Philadelphia

Dallas

Houston

Kansas City

Los Angeles

Madison

Atlanta

Scotland

Ireland

Switzerland

Seattle

Portland

Hartford

Denver

Salt Lake City

Italy

Germany

Milwaukee

Detroit

Indianapolis

Since 2015, 257 companies traveled with Baird on 401 non-deal roadshows

Orlando

Denmark

Sweden

Netherlands

Austin

San Diego

St. Louis

France

Belgium

Robert W. Baird & Co.


OVERVIEW

Baird is an employee-owned, fully independent international wealth management, capital markets, private equity and asset management firm with offices in the United States, Europe and Asia. Combining deep expertise, long-term perspective and a belief that integrity is irreplaceable, Baird focuses on achieving “Great outcomes. Done well.” for its

individual, corporate, institutional and municipal clients.

From 2004 – 2015, Baird has been recognized as one of the FORTUNE 100 Best Companies to Work For®

Baird manages and oversees over $150 billion in client assets as of September 30, 2015

More than 110 Baird research professionals produce top-ranked research on over 700 companies in the Business Services, Energy Technology, Consumer, Energy, Financial Services, Healthcare, Industrial, Real Estate and Technology sectors

Baird has ranked #1 “Top 5” research / advisory firm for importance since 2006 in the Greenwich Associates U.S. Equity Investors Small / Mid-Cap Equities survey**

Since 2008, Baird has raised over $183.7 billion of equity and completed over $106.7 billion in M&A deal value

During the past five years, Baird has served as manager or financial advisor for debt issues totaling $143 billion for municipalities, schools, government agencies and corporations

Founded in 1919, Baird is headquartered in Milwaukee, Wisconsin, and has been a member of the New York Stock Exchange since 1948.

Based on capital, underwriting and M&A advisory activity, and the number of Financial Advisors and branch offices,

Baird is one of the U.S.’s largest privately owned securities firms headquartered outside New York. Baird employs approximately 3,100 employees in the U.S., Europe and Asia.

BAIRD CONTACTS

Peter Kies

Managing Director,

Head of Equity

Capital Markets

[email protected] 414.765.7262

Lance Lange

Managing Director,

Equity Capital Markets

[email protected]

414.765.7079

Gary Placek

Managing Director,

Syndicate Manager

[email protected]

414.765.3611

Chris Sciortino Managing Director,

Equity Capital Markets

[email protected]

312.609.4923

David Silver Managing Director,

Head of European

Investment Banking

[email protected]

44.207.488.1212

Anthony Siu Managing Director,

Head of Investment

Banking

for Greater China

[email protected]

86.21.6182.0980

Baird and its operating affiliates have offices in the United States, Europe and Asia.

Robert W. Baird Ltd. authorized and regulated in the U.K. by the Financial Conduct Authority. ** Greenwich Associates U.S. Equity Investors – Small / Mid-Cap Funds, 2005 – 2015. April 2015 survey conducted with 92 U.S. small-cap and mid-cap fund managers.

Disclaimers & Other Disclosures


DISCLAIMER

This is not a complete analysis of every material fact regarding any company, industry or security. The opinions expressed here reflect our judgment at this date and are subject to change. The information has been obtained from sources we consider to be reliable, but we cannot guarantee the accuracy.

ADDITIONAL INFORMATION ON COMPANIES MENTIONED HEREIN IS AVAILABLE UPON REQUEST

Baird is exempt from the requirement to hold an Australian financial services license. Baird is regulated by the United States Securities and Exchange Commission, FINRA and various other self-regulatory organizations and those laws and

regulations may differ from Australian laws. This report has been prepared in accordance with the laws and regulations governing United States broker-dealers and not Australian laws.

OTHER DISCLOSURES

UK disclosure requirements for the purpose of distributing this research into the UK and other countries for which Robert W. Baird Limited holds an ISD passport.

This report is for distribution into the United Kingdom only to persons who fall within Article 19 or Article 49(2) of the Financial Services and Markets Act 2000 (financial promotion) order 2001 being persons who are investment

professionals and may not be distributed to private clients. Issued in the United Kingdom by Robert W. Baird Limited, which has offices at Mint House 77 Mansell Street, London, E1 8AF, and is a company authorized and regulated by the Financial Conduct Authority. For the purposes of the Financial Conduct Authority requirements, this investment research report is classified as objective.

Robert W. Baird Limited ("RWBL") is exempt from the requirement to hold an Australian financial services license. RWBL is regulated by the Financial Conduct Authority ("FCA") under UK laws and those laws may differ from Australian laws. This document has been prepared in accordance with FCA requirements and not Australian laws.

Robert W. Baird & Co. www.rwbaird.com 800.RW.BAIRD

Equity Capital Markets and Private Equity Office Locations

Atlanta

One Buckhead Plaza

3060 Peachtree Road Suite 1815

Atlanta, GA 30305

Boston

One Post Office Square

Suite 3617

Boston, MA 02109

Boulder

One Boulder Plaza

1301 Canyon Blvd. - Suite 220

Boulder, CO 80302

Charlotte

6000 Fairview Road

Suite 1100 Charlotte, NC 28210

Chicago

227 West Monroe Street

Suite 2100

Chicago, IL 60606

Denver

210 University Boulevard

Suite 700

Denver, CO 80206

Frankfurt*

Neue Mainzer Strasse 28

60311 Frankfurt Germany

London*

Finsbury Circus House

15 Finsbury Circus

London EC2M 7EB

UK

Milwaukee

777 East Wisconsin Avenue

Milwaukee, WI 53202

Nashville

2525 West End Avenue

Suite 1000

Nashville, TN 37203

New York City

3 Rockefeller Plaza

610 Fifth Avenue

New York, NY 10020

Palo Alto 1661 Page Mill Road

Suite A

Palo Alto, CA 94304

San Francisco

50 California Street

Suite 450 San Francisco, CA 94111

555 California Street

Suite 4900

San Francisco, CA 94104

Shanghai*

Rm 42-022, 42/F, Hang Seng Bank Tower No.1000 Lujiazui Ring Road

Pudong Shanghai 200120, China

St. Louis

8000 Maryland Avenue

Suite 500

St. Louis, MO 63105

Stamford

100 First Stamford Place

3rd Floor

Stamford, CT 06902

Tampa

3000 Bayport Drive

Suite 760 Tampa, FL 33607

Washington, D.C.

1717 K Street NW

Suite 910

Washington, DC 20006

*Baird and its operating affiliates have offices in the United States, Europe and Asia.

Robert W. Baird & Co. Incorporated. Member SIPC.

Robert W. Baird Ltd. and Baird Capital Partners Europe are authorized and regulated in the UK by the Financial Conduct Authority.

©2014 Robert W. Baird & Co. Incorporated.

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