OneMedForum SF 2O12 - The New Markets Movement

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The Need For New Stock Markets:
The Loss of the Revenue Model Needed to Support Stocks is Destroying Capital Formation
The New Markets Movement

OneMedForum SF 2012
San Francisco, CA January 9-12, 2012

David Weild
212.542.9979
david.weild@us.gt.com
david.weild@cmapartners.com

© Grant Thornton and Capital Markets Advisory Partners

Published in: Economy & Finance, Business
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OneMedForum SF 2O12 - The New Markets Movement

  1. 1. The Need For New Stock Markets: The Loss of the Revenue Model Needed to Support Stocks is Destroying Capital Formation The New Markets Movement OneMedForum SF 2012 San Francisco, CA January 9-12, 2012 David Weild 212.542.9979 david.weild@us.gt.com david.weild@cmapartners.com© Grant Thornton and Capital Markets Advisory Partners
  2. 2. A catastrophic fall in the number of listed companies (43%) As seen in the study "A wake up call for America"* 200 China Indexed value of selected global exchange listings 150 Hong Kong 100 Australia (1997 = 0) 50 Germany Tokyo 0 London Toronto (50) United States (100) 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011Sources: Grant Thornton LLP, Capital Markets Advisory Partners, World Federation of Exchanges and individual stock exchanges YTD*March 16, 2011; House Financial Services Committee ―Hearing on Legislative Proposals to Promote Job Growth, Capital Formation and Market Certainty‖ statement by David Weild © Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 2
  3. 3. Current bills before Congress primarily address cost to issuers and the private market Disclosure Standards • H.R. 1070 (Reg. A) • H.R. 2930 (crowdfunding) • H.R. 1070 (Reg. A) • H.R. 1965 (banks; 500-2,000 shareholders) • H.R. 2940 (general solicitation, Reg. D) • H.R. 2930 (crowdfunding) • H.R. 2167 (500-1,000 shareholders)© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution.
  4. 4. There are numerous bills attacking costs to issuers, but the lack of an aftermarket support model (incentives to dealers) is the key problem that must be addressed! • H.R. 1070—Passed House: 421-1 – Enhanced Reg. A bill takes cap from $5 million to $50 million • H.R. 1965—Passed House: 420-2 – Raises threshold for banks from 500 to 2,000 shareholders before registration is triggered • H.R. 2940—Passed House: 413-11 – Repeal of the prohibition against general solicitation in Reg. D offerings • H.R. 2930—Passed House: 407-17 – Crowdfunding exemption for up to $1 million without an audit and $2 million with an audit • H.R. 2167—Sent to House by HFSC – Raises threshold from 500 to 1,000 shareholders before registration is triggered© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 4
  5. 5. IPO success rates have been in sustained decline for nearly two decades, despite deals that are increasing in average size and maturity Success rate of trailing 30 IPO filings Source: Capital Markets Advisory Partners, LLC, All rights reserved Includes only corporate issuers. Excludes funds, MLPs, SPACs and REITs.© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 5
  6. 6. Unprecedented volatility (S&P 500) Standard & Poors 500 index moves of 4% or higher Intraday price volatility Closing price volatility 4% 4% 3% 3% 2% 2% Excluding 2008 and 2009 1% 1% 0% 0% 1960s 1970s 1980s 1990s 2000s 2010s* 1960s 1970s 1980s 1990s 2000s 2010s* *Analysis through 9/30/11 Source: Grant Thornton LLP, Capital Markets Advisory Partners and Capital IQ Original analysis from "Market Swings are Becoming New Standard," New York Times, September 11, 2011© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 6
  7. 7. IPOs take > 3 times as long to get through the SEC than they did 20 years ago Number of days in registration (Trailing 30-deal average)© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 7
  8. 8. The small IPO market collapsed with the OHRs and Reg. ATS (loss of B/D incentives) As seen in the study "Market structure is causing the IPO crisis—and more" Percent of total U.S. IPOs 100% Allegations of Spread Fixing (1994) 90% Manning Rule (1996) Transactions raising at least $50 million 80% OHRs (1997) Regulation ATS (1998) 70% 60% Decimalization (2001) 50% Sarbanes-Oxley (2002) 40% Reg. NMS (2005) 30% 20% 10% Transactions raising less than $50 million 0% 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Sources: Grant Thornton LLP, Capital Markets Advisory Partners and Dealogic YTD Data includes corporate IPOs as of 6/30/11, excluding funds, REITs, SPACs and LPs© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 8
  9. 9. We should have enjoyed a venture-backed post 1990s IPO Echo Boom, but the OHRs and Reg. ATS short-circuited it $120 U.S. Venture Capital Raised (In Billions) Source: National Venture Capital Association Data as of 6/30/11 $100 $80 $60 $40 $20 $0 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 YTD "Penny Stocks" Deal Size < $50 Milllion Deal Size ≥ $50 Million U.S. Unemployment Rate 12% 900 Sources: Grant Thornton LLP, Capital Markets Advisory Partners, Dealogic and U.S. Department of Labor Data includes corporate IPOs as of 6/30/11, excluding funds, REITs, SPACs and LPs 800 10% U.S. Unemployment Rate 700 Number of U.S. IPOs 8% 600 500 6% 400 4% 300 200 2% 100 0% 0 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 YTD© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 9
  10. 10. We believe the loss of small IPOs is a major contributor to job loss in the United States As seen in the study "Market structure is causing the IPO crisis—and more" "Penny Stocks" Deal Size < $50 Milllion Deal Size ≥ $50 Million U.S. Unemployment Rate 12% 900 800 10% 700 U.S. Unemployment Rate 8% 600 Number of U.S. IPOs 500 6% 400 4% 300 200 2% 100 0% 0 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Sources: Grant Thornton LLP, Capital Markets Advisory Partners, Dealogic and U.S. Department of Labor YTD Data includes corporate IPOs as of 6/30/11, excluding funds, REITs, SPACs and LPs© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 10
  11. 11. We should be approaching 1,000 IPOs/year and < 5% unemployment U.S. IPOs (Actual) U.S. IPOs (Projected) U.S. Unemployment Rate (Actual) U.S. Unemployment Rate (Projected) 12% 1,000 900 10% 800 700 8%U.S. Unemployment Rate Number of U.S. IPOs 600 6% 500 400 4% 300 200 2% 100 0% - 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Est. Est. Est. The U.S. IPOs (Projected) estimate assumes 520 IPOs per year starting in 1991 with a 3% compound annual growth rate equivalent to the U.S. GDP growth rate. A simple linear regression model was created using historical data to predict the U.S. Unemployment Rate (Projected) based on this number of projected IPOs. Sources: Grant Thornton LLP, Capital Markets Advisory Partners, Dealogic and U.S. Department of Labor Data includes corporate IPOs as of 6/30/11, excluding funds, REITs, SPACs and LPs © Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 11
  12. 12. IPOs > $500 million have demonstrated the steepest decline of all Success rate of trailing 30 IPO filings with proceeds of at least $500 million Source: Capital Markets Advisory Partners, LLC, All rights reserved Includes only corporate issuers. Excludes funds, MLPs, SPACs and REITs.© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 12
  13. 13. By 2010 – Small cap shifting out of Top 100 Distribution of fundamentally oriented U.S. institutions in 2010 Each tier = 100* institutions ranked by equity assets (e.g., 1st tier = top 100 institutions) Market Value ≤ $2 billion Market Value > $2 billion $8,000,000,000,000 $7,000,000,000,000 2010 $6,000,000,000,000 $5,000,000,000,000Equity Assets $4,000,000,000,000 $3,000,000,000,000 $2,000,000,000,000 $1,000,000,000,000 $0 Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier Tier 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 *36th tier = 43 institutions © Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 13
  14. 14. Smaller accounts have larger interest in small cap Distribution of fundamentally oriented U.S. institutions in 2010: Equity assets less than $1 billion Each tier = 100* institutions ranked by equity assets (e.g., 1st tier = top 100 institutions) Market Value ≤ $2 billion Market Value > $2 billion $1,000,000,000 2010 $800,000,000 $600,000,000 Equity Assets $400,000,000 $200,000,000 $0 Tier 32 Tier 33 Tier 34 Tier 35 Tier 36*36th tier = 43 institutions© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 14
  15. 15. .Loss of the Ecosystem: Underwriting Groups Microsoft’s IPO (1986) vs. LinkedIn’s IPO (2011)© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 15
  16. 16. Microsoft IPO: $58,695,000 March 13, 1986 Underwriter Table from Final Prospectus 116 Underwriters (p. 1 of 3) Source: Microsoft IPO Final Prospectus© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 16
  17. 17. Microsoft IPO: $58,695,000 March 13, 1986 Underwriter Table from Final Prospectus 116 underwriters (p. 2 of 3) Source: Microsoft IPO Final Prospectus© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 17
  18. 18. Microsoft IPO: $58,695,000 March 13, 1986 Underwriter Table from Final Prospectus 116 underwriters (p. 3 of 3) Source: Microsoft IPO Final Prospectus© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 18
  19. 19. LinkedIn IPO: $352,800,000 May 18, 2011 Underwriter Table from Final Prospectus 5 underwriters Source: LinkedIn IPO Final Prospectus© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 19
  20. 20. An Issuer Bill of Rights • Issuers deserve transparency in the trading of their shares – Provide issuers with the names of all investors that have transacted, long and short, in their stock, within 7 days of trading. – All funds down to $10 million in size should report holdings (long and short) at least quarterly. This would ease investor targeting for small cap issuers. • Issuers deserve choice in how the market in their shares is made and supported – Issuer Boards of Directors should be allowed to determine ‗tick size‘ which would cost little to implement and provide an important tool to impact support (research, sales and capital) and modulate speculative trading and volatility. • Issuers should have increased representation within the Division of Trading & Markets – There should be strong representation for both small companies and large companies in decisions that impact the trading and support of their shares. • Issuers (and Americans) deserve a sub-$2 billion market cap stock market structured to create focus on capital formation and job creation (see Wall Street Journal Op-ed dated October 28, 2011, entitled “How to Revive Small-Cap IPOs”)© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 20
  21. 21. Appendix© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 21
  22. 22. Less than one-third of very small IPOs (< $50 million) are successful in today’s market Success rate of trailing 30 IPO filings with proceeds < $50 million Source: Capital Markets Advisory Partners, LLC, All rights reserved Includes only corporate issuers. Excludes funds, MLPs, SPACs and REITs.© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 22
  23. 23. IPOs that raise $50-$100 million Success rate of trailing 30 IPO filings with proceeds of $50-$100 million Source: Capital Markets Advisory Partners, LLC, All rights reserved Includes only corporate issuers. Excludes funds, MLPs, SPACs and REITs.© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 23
  24. 24. IPOs that raise $100-$250 million Success rate of trailing 30 IPO filings with proceeds of $100-$250 million Source: Capital Markets Advisory Partners, LLC, All rights reserved Includes only corporate issuers. Excludes funds, MLPs, SPACs and REITs.© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 24
  25. 25. IPOs that raise $250-$500 million Success rate of trailing 30 IPO filings with proceeds of $250-$500 million Source: Capital Markets Advisory Partners, LLC, All rights reserved Includes only corporate issuers. Excludes funds, MLPs, SPACs and REITs.© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 25
  26. 26. IPOs > $500 million have demonstrated the steepest decline of all Success rate of trailing 30 IPO filings with proceeds of at least $500 million Source: Capital Markets Advisory Partners, LLC, All rights reserved Includes only corporate issuers. Excludes funds, MLPs, SPACs and REITs.© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 26
  27. 27. IPOs that have priced within 1 year of filing— trailing 30 filings Source: Capital Markets Advisory Partners, LLC, All rights reserved Includes only corporate issuers. Excludes funds, MLPs, SPACs and REITs.© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 27
  28. 28. IPOs that have priced at or above the low end of the range—trailing 30 filings Source: Capital Markets Advisory Partners, LLC, All rights reserved Includes only corporate issuers. Excludes funds, MLPs, SPACs and REITs.© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 28
  29. 29. IPOs that are trading at or above issue price 30 days after pricing—trailing 30 filings Source: Capital Markets Advisory Partners, LLC, All rights reserved Includes only corporate issuers. Excludes funds, MLPs, SPACs and REITs.© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 29
  30. 30. H.R. 1070 Small Company Capital Formation Act of 2011 • Sponsored by David Schweikert (R-AZ) • Enhanced Regulation A bill raises the offering amount threshold that triggers registration from $5 million to $50 million • Authorizes the SEC to require an issuer to make periodic disclosures available to investors regarding the issuer, its business operations, its financial condition, and its use of investor funds • Requires the SEC to review the offering amount limitation periodically and raise it as appropriate • 5/4/11 Markup: Bill passes subcommittee • 6/22/11 Markup: Bill passes full HFSC • 11/2/11 Vote: Passes the House 421-1© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 30
  31. 31. H.R. 1965 To amend the securities laws to establish certain thresholds for shareholder registration, and for other purposes • Sponsored by Jim Himes (D-CT) • Raises the threshold that triggers registration from 500 to 2,000 record shareholders for banks and bank holding companies • Changes the threshold of assets from $1 million to $10 million • Modifies the threshold for deregistration in the Exchange Act for a bank or bank holding company from 300 to 1,200 shareholders • Requires the SEC to conduct a cost-benefit analysis of shareholder registration thresholds • 10/5/11 Markup: Bill passes subcommittee • 10/26/11 Markup: Bill passes full HFSC • 11/2/11 Vote: Passes the House 420-2© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 31
  32. 32. H.R. 2940 Access to Capital for Job Creators Act • Sponsored by Kevin McCarthy (R-CA) • Requires the SEC to eliminate the prohibition against general solicitation or general advertising as a requirement for exemption under Regulation D • 10/5/11 Markup: Bill passes subcommittee with Waters (D-CA) amendment that would require an issuer to verify investors are accredited; using SEC parameters • 10/26/11 Markup: Bill passes full HFSC • 11/3/11: Passes the House 413-11© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 32
  33. 33. H.R. 2930 Entrepreneur Access to Capital Act • Sponsored by Patrick McHenry (R-NC) • Crowdfunding exemption for offerings up to $1 million per year without an audit and $2 million per year with an audit, so long as an individual‘s investment is equal to or less than the lesser of $10,000 or 10% of the investor‘s annual income • Exempts crowdfunding from shareholder caps and preempts state laws • 10/5/11 Markup: Bill passes subcommittee without Dem support • 10/26/11 Markup: Bill passes full HFSC; amendments by McHenry, Maloney, Stivers, Green and Grimm • 11/3/11: Passes the House 407-17© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 33
  34. 34. H.R. 2167 Private Company Flexibility and Growth Act • Sponsored by David Schweikert (R-AZ) • Increases from 500 to 1,000 the threshold number of shareholders for required SEC registration • Exempts employees and qualified accredited investors from definition of shareholder of record • This bill was discussed during a HFSC hearing on Capital Formation on September 21 • If adopted, it would be the first time the threshold had been adjusted since originally adopted in 1964 • 10/5/11 Markup: Bill passes subcommittee with Garrett (R-NJ) amendment that would eliminate exemptions for unlimited number of accredited investors • 10/26/11 Markup: Bill passes full HFSC© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 34
  35. 35. About Grant Thornton© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 35
  36. 36. Grant Thornton International Ltd About Grant Thornton International Ltd Grant Thornton International Ltd and positive leader in its chosen markets and within the global Worldwide coverage is one of the worlds leading Grant Thornton International Ltd member and organizations of independently accounting profession. correspondent firms serve you where you do business. owned and managed accounting and consulting firms. These firms Member firms Antilles (Netherlands) Argentina Armenia Australia Austria Bahamas Bahrain Belgium provide assurance, tax and Each member firm is independent. Bermuda Botswana Brazil Brunei specialist advisory services to Each is a separate legal, financial Bulgaria Cayman Islands Burundi Channel Islands Cambodia Chile Canada China privately held businesses and public and administrative entity, practicing Colombia Costa Rica Croatia Cyprus Czech Republic Denmark Dominican Republic Egypt interest entities. Clients of member under the laws of the country El Salvador Finland France Gabon and correspondent firms can where it is based. Each is locally Germany Ghana Gibraltar Greece Guam Guatemala Guyana Honduras access the knowledge and owned, operated and managed, and Hungary Iceland India Indonesia experience of more than 2,400 responsible for its own liabilities. Iran Ireland Isle of Man Israel Italy Jamaica Japan Jordan partners in over 100 countries and Member firms are not members of Kenya Korea Kosovo Kuwait consistently receive a distinctive, one international or legal Latvia Lebanon Liechtenstein Luxembourg Macedonia Madagascar Malaysia Malta high quality and personalized partnership. No single firm is Mauritius Mexico Morocco Mozambique Namibia Netherlands New Zealand Nicaragua service wherever they choose to do responsible for the services or Nigeria Norway Oman Pakistan business. Grant Thornton activities of any other. But each Panama Philippines Poland Portugal Puerto Rico Qatar Romania Russia International Ltd strives to speak member firm is committed to the Rwanda Saudi Arabia Serbia Singapore out on issues that matter to standards and values represented Slovak Republic Slovenia South Africa Spain Sri Lanka Sweden Switzerland Taiwan businesses and are in the wider by the Grant Thornton Thailand Tunisia Turkey Turks & Caicos Islands public interest, and to be a bold International Ltd brand. Uganda Ukraine United Arab Emirates United Kingdom United States Uruguay Venezuela Vietnam Yemen Zambia© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 36
  37. 37. Grant Thornton LLP at-a-glance • the U.S. member firm of Grant Thornton International Ltd, founded in 1924 • 52 offices nationwide • serving 10,000+ clients Grant Thornton International Ltd* Grant Thornton LLP** Revenues US $3.7 billion $1.1 billion Personnel 29,974 5,094 Partners 2,511 540 Offices 488 52 Statistics as of: Sep. 30, 2010 July 31, 2011 * Collective figures of Grant Thornton International Ltd member firms **U.S. member firm of Grant Thornton International Ltd© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 37
  38. 38. Grant Thornton LLP at-a-glance Capital Markets Resources The Capital Markets Series provides periodic reports and studies on todays capital markets issues Subscribe at www.GrantThornton.com/subscribe© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 38
  39. 39. About Capital Markets Advisory Partners© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 39
  40. 40. Capital Markets Advisory Partners About Capital Markets Advisory Partners, LLC Capital Markets Advisory Partners is an advisor, thought leader and These studies, supported and published by Grant Thornton, have innovator in the capital markets. We serve issuers, investment been cited by Members of Congress and Regulators in the US and managers, investment banks and stock exchanges in areas that overseas and by leading publications including, The Economist, intersect capital formation, including initial public offerings, follow- Forbes, The Financial Times, The New York Times and The Wall on offerings, mergers and acquisitions, fund launches, fund raises Street Journal. and investor outreach. Collectively, we bring hundreds of years of experience from leading institutions. Recently, this work was also cited in: • The President’s Council on Jobs and Competitiveness (Jobs Studies authored by two of our principals (David Weild and Edward Council) Interim Report led by Jeffrey Immelt of General Electric Kim) and supported and published by the major accounting, tax • The IPO Task Force Report to the US Treasury, led by Kate and advisory firm of Grant Thornton have been entered into the Mitchell, past Chairman of the National Venture Capital Congressional Record and the Federal Register and our principals Association. have participated in or testified in front of: • The NYSE and National Venture Capital Association’s (NVCA) Capital Markets Advisory Partners was founded by David Weild, the Blue Ribbon Panel to restore liquidity in the US venture capital former vice chairman and head of listed companies and related industry (2009) businesses at NASDAQ and former head of equity capital markets • The CFTC-SEC Joint Panel on Emerging Regulatory Issues and corporate finance at Prudential Securities. David also serves as (2010) Chairman of the Small Business Financing Crisis Task Force of the • The House Financial Services Committee’s Subcommittee on ISEEE (International Stock Exchange Executives Emeriti). Capital Markets (2011) • The U.S. Treasury’s Capital Formation Conference (2011).© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 40
  41. 41. © Grant Thornton LLP All rights reserved U.S. member firm of Grant Thornton International Ltd© Grant Thornton and Capital Markets Advisory Partners. May be used in whole or in part, with attribution. 41

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