IPO Task Force

Rebuilding the IPO On-RampPutting Emerging Companies, Investors and the Job MarketBack on the Road to GrowthOctober 20, 2011 Confidential 1

Agenda IPO Task Force Members IPOs In Decline Last 15 Years IPOs Support Innovation & Create Jobs Structural & Regulatory Elements Impacting IPOs Four Simple Steps to Tilt Balance Back Confidential 2

IPO Task Force MembersVenture Capitalists Securities Attorneys Kate Mitchell, Scale Venture Partners, Joel Trotter, Latham & Watkins Task Force Chairman Steve Bochner, Wilson, Sonsini, Goodrich Mark Gorenberg, Hummer Winblad & Rosati Partners Academicians/Accountants Tom Crotty, Battery Ventures Bill Sahlman, Harvard School of BusinessPublic Investors Carol Stacey, S.E.C. Institute Jeff Cardon & Karey Barker, Wasatch Chuck Robel, private investor & retired Advisors head of PWC Tech Practice Henry Ellenbogen, T. Rowe Price Investment BankersEntrepreneurs Paul Deninger, Evercore Magid Abraham Ph.D., CEO, Comscore Carter Mack, JMP Securities Josh James, former CEO, Omniture Brent Gledhill & Brett Paschke, William Desh Deshpande, former CEO and co- Blair founder Cascade Communications & Additional Support From: Sycamore Networks and co-chair of NACIE Investors, CEOs, NYSE, NASDAQ, NVCA Confidential 3

Emerging Company IPOsHave Dropped Dramatically Confidential 4

Pre-1999 Avg Post-1999 Avg 900 547 IPOs / Year 192 IPOs / Year 800 Deal size >= $50M 700 Deal size < $50M 600 Number of 500 Initial Public Offerings 400 300 200 100 0 Pre-1999, Majority of IPOs Were Done for Emerging Growth Companies Sub $50M Deal-Sizes Were More Common than Larger Deals Shift to Larger Deals Impacts IPO Ecosystem: Issuers, Small IBs, Institutional BuyersSource: JMP Securities, Dealogic, Capital Markets Advisory Partners, Grant Thornton Confidential 5

Average Age Since Company Inception (in Years) at IPO 4.8 Years Early 1980s Median Age at IPO 9.4 Years Since 2007Source: Thomson Reuters/National Venture Capital Association Confidential 6

Shift to M&A Resulting in Fewer U.S. Jobs 100% 90% 80% 70% 60% 50% % IPO 40% % M&A 30% 20% 10% 0% Source: Thomson Reuters/National Venture Capital Association (Based on number of exits per year; M&A exits are for private company sales only.) Confidential 7

Emerging Growth IPOs Are Critical to The U.S. Economy Confidential 8

Innovative Startups Become Market Leaders Web High Tech Retail / Services Life Science Cleantech Confidential 9

Innovative Companies Create Jobs and Grow QuicklyVC-Backed U.S. Revenues As a % of Total U.S. GDP Outpaces 2008-2010 ($T) in 2008 - 2010 Total U.S. Sales Growth 21% 2000 2003 2006 2010 VC-Backed VC-Backed Total Revenue Growth Growth Former Startups Now Generate 21% of U.S. GDP & Were Able To Grow Even Through The Recent RecessionSource: Venture Impact 2007, 2008, 2009 & 2010 by IHS Global Insight Confidential 10

IPOs Finance Significant Job Creation Post-IPO Employment Growth Pre-IPO Employment Growth 92% of Job Growth in a Company Occurs Post-IPO86% Post-IPO Job Growth Per August 2011 Survey of 2006+ IPOsSource: Venture Impact 2007, 2008, 2009 & 2010 by IHS Global Insight; IPO Task Force August 2011 CEO Survey Confidential 11

Elements of the IPO Problem Confidential 12

Challenges for Emerging Growth Company IPOs Increased Regulation Makes IPO More Costly Supply Down Regulations Favor High-Volume, Low-Cost TradesChannel Evolution Shift In Economics From Investing to Trading Weak Link To IPO Shares Allocated to Traders vs. Investors Demand Decrease in Information Available Pre- & Post-IPO Confidential 13

Supply: Post-IPO CEO Survey Costs of Going and Staying Public Are High Average Cost $2.5M to Go Public Annual Cost $1.5M to Stay Public Costs Including SOX, Legal, AccountingSource: IPO Task Force August 2011 CEO survey of incremental IPO costs from 35 CEOs of companies that went public since 2006; Confidential 14

Channel Focus:Trading Drives Revenue For Largest Investment Banks Typical Large Bank Typical Boutique Bank Large Bank Client Base Dominated by Traders vs. Investors High Frequency Trading Up From <25% to 75% of Volume Over Last 5 Years Research Focused on Large-Cap Stocks That Drive RevenueSource: JMP Securities Confidential 15

Demand Exists: Emerging Company IPOs Deliver Returns To Investors Myth: Small-Cap IPOs Lag in Performance Truth: Small-Cap Performance Equal or Exceed Large-Cap IPOs Post-IPO Market Cap 1 Day 1 Month 3 Months 6 Months 1 Year $200-$500 Average 27.5% 34.8% 45.1% 43.9% 33.5% $1B or more Average 35.9% 39.7% 37.7% 32.8% 28.5% Investor Interviews Showed: Strong Performance & Demand for IPOs Challenge to Get Allocation of Shares Decline in Availability of Research for IPO CompaniesSource: JMP Securities, DealogicNote: Includes all IPOs from 1/1/2001 9/30/2011 Confidential 16

IPO Task Force Draft Recommendations Confidential 17

Four Draft Recommendations to Stimulate IPOsIncrease Supply Companies Improve Availability of Information for InvestorsImprove Channel Educate Issuers on How to Work With Banks Effectively Incent Demand One-Time IPO Tax Incentive to Buy & Hold IPO Shares Confidential 18

Create a New Category of Issuer: Emerging Growth CompanyIncrease Supply Measurement begins at IPO Ends with 10-K for the earliest year in which: Annual Gross Revenue Exceeds $1 Billion Company Becomes Well-Known Seasoned IssuerImprove Channel Fifth Anniversary of IPO Effective Date that provides scaled regulation (details next slide) Builds on Existing Scaled Disclosure Rules for Smaller Reporting CompaniesIncent Demand Status is Temporary & Transitional Impacts 14% of Companies & 3% of Total Market Capitalization Today Goal: Reduced Costs For IPO Candidates While Maintaining Investor Protection Confidential 19

The Solution: Two years of audited financial statements at IPO instead of threeIncrease Supply Financial statements & selected financial data accumulate until full presentation at Year 3 Scaled MD&A and executive comp disclosure Exemption from:Improve Channel Auditor attestation of ICFR SOX 404(b) Say-on-pay, say-on-frequency and say-on-parachute votes Conflict minerals disclosure requirements Pay-for-performance disclosure requirements Incent Demand CEO pay ratio requirements Modifications and Extended Adoption of New FASB Standards & PCAOB Rules Transition Confidential 20

The Solution: Improve Investor Communications Improve Availability and Flow of Information toIncrease Supply Investors for IPO Modernize Securities Act Framework Many restrictions are vestiges of a paper-based worldImprove Channel Release No. 33- Opportune time to build on new approaches introduced in 2005 Incent Demand Goal: permit IPO candidates to communicate with investors while maintaining investor protection Confidential 21

The Solution: Improved Investor Communications Improve Availability and Flow of Information to Investors Greater Role for Research During Capital Formation ProcessIncrease Supply Maintain principles & codes of conduct including separation of banking and research Prominent disclosure regarding underwriter relationship Modifications to Banking Research Expand existing research safe harborsImprove Channel Permit broker-dealers to initiate coverage without being Eliminate unnecessary quiet periods Eliminate unnecessary restrictions on analyst communication Modifications to Company Disclosures Incent Demand Permit confidential initial filings & review for U.S. issuers Expand permissible pre-filing communications Permit broader pre-filing investor communications Confidential 22

The Solution: Educate Issuers On Effective Use ofBanking Channel to Build New Investor Base Educate Issuers About the New Capital MarketsIncrease Supply Environment Industry Participants, Not Policy Makers, Are Responsible For Education Help Emerging Growth Companies Become Better Consumers of Investment Banking ServicesImprove Channel Improved Education and Increased Involvement for Management and Board Choice of Balanced Investment Banking Syndicate Incent Demand Improve Practice of Investor Communications Goal: To Reconnect Buyers and Sellers of Small Cap Stocks More Efficiently Confidential 23

The Solution: Demand Side IncentivesIncrease Supply Incent Buyers To Participate In IPOsImprove Channel Lower the Capital Gains Rate for Buyers of Newly Issued Stock if They Hold It for Two Years Goal: To Incentivize Investors to Participate in Incent Demand Emerging Growth IPOs Confidential 24

Appendix Confidential 25

3% of Total Market CapitalizationSources: Dealogic, Capital IQ, World Federation of Exchanges Confidential 26

The Regulatory Cascade Accounting & Compliance From Policy Makers &1996 - Today Industry1996 Advent of Electronic Trading1999 Gramm-Leach-Bliley Overturns Separation Of Commercial & Investment Banking2001 Decimalization Introduced For all Exchange Traded Shares2002 Sarbanes-Oxley Act2002 Today Additional Accounting & Compliance from Policy Makers & Industry2003 Global Analyst Settlement Separates Research & Banking2009 - Today Dodd-Frank Act Confidential 27

CEO Survey: IPOs Fuel Growth But Are Increasingly Difficult Confidential 28

Pre-IPO CEOs Target IPO To Finance Growth Motivation for Pre-IPO CompaniesSource: IPO Task Force August 2011 CEO Survey Confidential 29

Managing IPO Costs and Compliance Was ChallengingSource: IPO Task Force August 2011 CEO Survey Confidential 30

Public Company CEOs:IPOs Are Important But Increasingly Difficult Agree Neutral Disagree Strong & Accessible IPO Market Is Important 100% 0% 0% to U.S. Economy & Global Competitiveness U.S. IPO Market Is Accessible for Small 23% 11% 66% Companies It Is Not as Attractive an Option to Go Public 86% 3% 12% Today as It Was in 1995 Going Public Was a Relatively Painless 17% 14% 69% Experience Going Public Has Been a Positive Event in My 83% 14% 3% Companys History Value of IPO: 86% Growth In EmployeesSource: IPO Task Force August 2011 CEO Survey Confidential 31

Rebuilding the IPO On-RampPutting Emerging Companies, Investor and the Job MarketBack on the Road to GrowthOctober 20, 2011 Confidential 32

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IPO Task Force

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