Growth Capital Investor

Growth Capital Investor Vol. I Issue 2 The Journal of Emerging Growth Capital Finance July 2012 IN THIS ISSUE Privatizations Accelerating Privatizations China-based companies are trying to get back to private life. Among U.S.-listed China Issuers Tonga Ruling by Joe Gose An appeals court ruling against Tonga Partners hell shocked by short sales, intensified regulatory scrutiny, plunging valua- illustrates the problems of the structured PIPE tions and an inability to raise money, beleaguered China-based companies market. that came to the U.S. public markets over the past five years are trying to get Facebook Fiasco S back to private life. Facebook’s mis-priced IPO forces a re-valuation of A lot of investors would be happy to help them out the door as quickly venture-backed social media companies. ............2 as possible. Many issuers went public through reverse mergers and enjoyed ALSO INSIDE hefty share price increases as they jumped from trading on over-the-counter Four hedge funds claimed that Hyperdynamics markets to listing on U.S. exchanges. But short sellers alleging fraud at some misled investors; FINRA settled an enforcement of the companies in late 2010 and 2011 sparked an 18-month-long sell off of action with Felix Investments; Aamaxan PIPE the entire group – even among Chinese issuers that completed conventional investors alleged the theft of proceeds; OrbiMed underwritten IPOs – as the Securities and Exchange Commission and share- accused BB Biotech of improperly replicating holders targeted the firms. the structure of a hybrid financing; the SEC In 2011, shareholders filed 33 class actions against Chinese issuers that en- and others filed suits against Absolute Fund tered U.S. exchanges via reverse mergers, up from nine in 2010, according to a Management; the SEC placed a two-year ban on report by the Stanford Law School Securities Class Action Clearinghouse and Midas Securities .................................................3 Cornerstone Research. That accounted for 17.6% of all federal securities class Aggregate Year-to-Date Market Activity ..............7 actions in 2011. Deal Performance - Growth Capital EPPs ...........8 Although the research noted that the velocity of suits was slowing – 24 of Growth Capital EPP Candidates .......................10 the actions were filed in the first half of 2011 – Chinese issuers are still under Growth Capital League Tables ..........................11 fire. In May, shareholders of China Natural Gas Inc. (CHNG) filed a class action SPACs, IPOs, Reverse Mergers ..........................14 See Privatizations on page 15 Growth Capital EPPs 2012 Tonga Ruling Sheds Light on $4 billion Bad Old Ways of PIPE Market $3 54 by Brett Goetschius 50 hatever the relative merits and ultimate disposition of the legal argu- 41 ments Cannell Capital intends to use to appeal yet again a federal 37 $2 35 W judge’s ruling that the San Francisco-based hedge fund manager vi- olated the Section 16(b) short-swing insider trading rule and is liable to disgorge nearly $5 million in profits from a 2004 variable-priced convertible financing of a $1 small Texas-based digital mapping company called Analytical Surveys, the public appeals by J. Carlo Cannell that his fund’s investments were long-term value-based investments that “saved the company” don’t pass the sniff test. Indeed, the most 0 cursory inspection of the events that transpired at Analytical Surveys in the after- Jan. Feb. Mar. Apr. May math of Cannell’s involvement illustrates much of what is wrong with the struc- Investment ($B) Deals tured PIPE market, then and now, from the perspective of shareholders seeking sustained growth of common equity. Source: PlacementTracker, a service of Sagient Research See Tonga on page 17 Growth Capital Investor Editor & Publisher Facebook Fuels Bubble Brett Goetschius Contributing Editors Bursting Anxiety Joe Gose Many technology observers for more than a year warned that valuations in the Paul Springer social media and related Internet sectors were a bubble ready to burst. Production Editor They pointed to multiples that were between 50 times and 150 times forward Gary Newman earnings estimates at LinkedIn (LNKD), Groupon (GPN) and Zynga (ZNGA). The analysts also cited the fact that angel investors were doling out up to $2 million to social media companies and those related to the sector – five to ten times higher than a typical angel round during the dot com bubble. Growth Capital Investor Facebook (FB), however, was largely heralded as the one issuer that deserved the pre-IPO valuation hype. Now the company’s initial public offering IPO dud is published monthly by has ratcheted speculation that Internet company valuations are about to go over the cliff and that development-stage issuers need to tone down funding expectations. “Since the Facebook IPO hype was hype, I think now you’ll see – or at least MarketNexus Media, Inc. should see – more sober public and private valuations for companies like this,” said P.O. Box 7172 Paul Meeks, senior analyst and director of institutional investing at Bellingham, Petaluma, CA 94955 Wash.-based Saturna Capital. “They won’t be trading like supermarkets, but I don’t Phone: 707-861-1005 know that they’ll be trading at the same high levels they were, say, (in early May).” Fax: 360-364-2752 Indeed, investors had already voiced concerns over growth prospects at some social media companies and the broad market sell-off of late hasn’t helped per- ceptions. Since Facebook’s IPO, LinkedIn’s market capitalization has slipped 6% to $9.74 billion, for example, while Zynga’s has fallen 21% to $4.1 billion and Growth Capital Investor is published on the Groupon’s has dropped 10% to $6.7 billion. first Monday of each month. Subscription rate: Meanwhile, an email by Paul Graham, a partner at Mountain View, Ca- $1,695 per year for 12 print issues, delivered lif.-based technology incubator Y Combinator, sent ripples through the sector in electronically, and full online access to all arti- early June when he warned portfolio companies that they would face decreased cles. Available in hardcopy at additional charge. funding in the near future as the exuberance among venture capital investors faded. All rights reserved. Copyright © 2012 David Broadwin, a partner in the Waltham, Mass.-based office of Foley MarketNexus Media, Inc. Photocopy permis- Hoag, suggested that inaction on tax legislation could also stifle venture capital sion is available solely through MarketNexus investment as the presidential election approached. Tax cuts enacted during Pres- Media. Copying, distributing electronically by ident George W. Bush’s first term are set to expire at the end of the year, which email, or duplicating this publication in any would raise rates on capital gains and income, among other levies. manner other than one permitted by agreement Some venture capital investors are worried that higher taxes will lead to a with MarketNexus Media is prohibited. Such actions may constitute copyright infringement continued stock market slide, which could create an even tougher climate for exits, and leave perpetrators subject to liability of up said Broadwin, who heads the law firm’s Emerging Enterprise Center and special- to $150,000 per infringement (Title 17, U.S. izes in venture capital and emerging growth company transactions. code). Growth Capital Investor is a trademark of “If the scenario plays out, you should expect to see a drop in overall venture MarketNexus Media. activity and a reduction in the frothiness of the market in the second half of this Growth Capital Investor is a general-circulation year and into the first half of 2013,” he said. “There will be fewer deals at lower publication. No data herein should be construed valuations.” to be recommendations to purchase, retain, or Signs of a slowdown have already started to emerge. Venture capital investors sell securities, or to provide investment advice completed 758 transactions valued at nearly $5.8 billion in the U.S. in first quarter of the companies mentioned or advertised. No this year, down from 861 deals totaling $6.2 billion a year earlier, according to the fees are accepted for publishing any editorial in- National Venture Capital Association. formation. MarketNexus Media, its subsidiaries, On a global scale, however, Internet companies still accounted for more than a and its employees may, from time to time, pur- quarter of venture capital deal and dollar volume through May 10 this year, accord- chase, own, or sell securities or other investment ing to Preqin, a data miner that focuses on alternative asset investments. products of the companies discussed or advertised in this publication. Speaking at the D10 Conference in late May in Rancho Palos Verdes, Calif., Mary Meeker, a partner with venture capital firm Kleiner Perkins Caufield & July 2012 Copyright © 2012 MarketNexus Media, Inc. 2 Growth Capital Investor Byers, noted that her firm was having a hard time getting com- Hedge Funds Claim fortable with high valuations among private technology compa- Hyperdynamics Misled Investors nies. Four hedge funds have filed a lawsuit alleging that Hyper- While her presentation pinpointed the opportunities in mobile ecommerce applications as smartphone users swell in num- dynamics Corp. (HDY) fraudulently misled investors in order to ber, it also recognized that the average revenue per mobile user close a funding round. The Houston-based oil explorer intention- lagged the size of sales generated by desktop users. ally dragged its heels on exploratory drilling, knowing poor results Not everyone buys into the argument that young social would have scared off investors, according to allegations in the suit networking issuers and related companies are doomed. Inves- filed byIroquois Master Fund, Hudson Bay Capital, Cranshire Capital and Kingsbrook Opportunities Master Fund. tors such as Sergio Monsalve of Norwest Venture Partners and The suit was filed on May 9 in the New York State Supreme Glenn Solomon of GGV Capital recently expressed doubt about whether private valuations would really suffer in the coming Court.

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