At-The-Market (ATM) Offerings Matthew T. Billett, Ioannis V. Floros and Jon A. Garfinkel* January 2018 ABSTRACT We study “At-The-Market” (ATM) equity offerings, which are direct share issuances sold in the secondary market that forgo underwriters and “dribble-out” shares over time rather than raising them all at once. Enabled in 2008, their use has increased dramatically, and in 2016 their incidence and total proceeds were respectively 63% and 26% of that for SEOs. Determinants of firms’ choice between ATMs and SEOs are consistent with the costly certification hypothesis of Chemmanur and Fulghieri (1994). We also find that 65% of ATM proceeds are used to stockpile cash compared to 84% of SEO proceeds. Keywords: At-the-market offering; ATM; seasoned equity offering; equity issuance; certification JEL Classification: G32, G34, G38 *Billett, mbillett@indiana.edu, Kelley School of Business, Indiana University, Floros, ivfloros@iastate.edu, Ivy College of Business, Iowa State University, Garfinkel, jongarfinkel@uiowa.edu, Tippie College of Business, The University of Iowa. We thank Audra Boone, Dave Mauer, Daniel C. de Menocal, Jr., Jay Ritter, Ann Sherman, Joshua White, and seminar participants at The University of Mississippi for helpful comments. We especially thank an anonymous referee for many thoughtful suggestions that greatly improved the paper. Part of the analysis was completed while Ioannis Floros was visiting the Securities and Exchange Commission. Jeffrey Emrich, Jinsook Lee and Dongping Xie provided excellent research assistance. Equity issuance to public market investors in the U.S. has traditionally followed the firm commitment process (Eckbo, Masulis, Norli (2007)). Explanations for the dominance of this underwritten offering approach include the certification that investment banks provide to issuers of uncertain quality, as well as liquidity provision and marketing services (Booth and Smith (1986) and Gao and Ritter (2010)). While the needs for and costs of certification, liquidity provision, and marketing likely vary between firms, across time, and with the intended use of proceeds, few follow-on equity issues bypassed the underwriting services of an investment bank. However, that changed in 2008 with the introduction of “At-The-Market” (ATM) equity issues.1 Regulatory changes in 2005 and 2008 (the 2005 Securities Offering Reform (SOR) and amendments to forms S-3 and F-3 in 2008) facilitated ATM issuances. These are direct-fromshelf placements of non-underwritten shares into the secondary market using a placement agent strictly as a broker. ATMs offer immediacy at the potential cost of foregone certification and marketing (thereby relying on existing stock market demand for the firm’s shares). ATMs also offer two implicit options: the firm may issue less than the authorized amount, and they may “dribble-out” the shares in smaller and variable quantities over three years. This paper is the first comprehensive empirical study of ATMs. We offer several lines of inquiry, beginning with a basic description of the anatomy of the market along with that for Seasoned Equity Offering (SEO) and Private Investment in Public Equity (PIPE) activity over the same period. We also describe ex-ante characteristics of ATM and SEO firms and explore firms’ ATMs were actually allowed as early as the 1980s but were rarely used because of institutional restrictions. Prior research has noted the use of best efforts offerings as an alternative to firm commitment offerings. Our analysis of the ATM market indicates that they have replaced best efforts deals. 1 1 choices between the two issuance approaches. We finish with two ex-post perspectives: ATM firms’ actual dribble-out activity and their propensity to save cash from the issuance proceeds (compared to that for SEOs). Our broad market analysis provides an overall picture of how ATMs have expanded the equity issuance landscape. We find ATMs are an important and increasingly viable equity issuance method. They occur frequently among non-regulated and non-financial firms, with 682 programs announcing over $62 billion in (potential) issuance during our 2008-2016 sample window.2 Their use has also grown in comparison to SEOs and PIPEs. In 2008 ATMs were issued 10% as frequently as SEOs (and 0.7% as frequently as PIPEs). Also in 2008, relative proceeds of ATMs to SEOs were 1.6% and relative to PIPEs were 1.9%. The relative incidences grew to 63.6% and 14.4% in 2016, while relative proceeds grew to 25.8% and 40.5% in 2016. It appears that ATMs have become a common method for publicly traded firms to raise equity capital. Our comparison of ex-ante firm characteristics for ATM and SEO users indicates several important differences. ATM firms tend to be smaller with lower sales and profitability than SEO firms. They also carry larger cash balances and invest more via R&D. They have higher market- to-book ratios and lower leverage. In short, ATM firms have the markings of growth-orientation as well as potentially greater asymmetric information concerns. The latter motivates our choice of theoretical model that underpins our exploration (via logit) of firm issuance technique choice – either ATM or SEO.3 ATMs are popular among financials – particularly REITs. We eschew analysis of these because they are not typically included in SEO samples, and we seek comparability. 3 We do not include PIPEs in later analyses because their initial placement is privately negotiated with a typically small number of qualified institutional buyers (QIBs) – very different from the investor set for ATMs and SEOs. 2 2 Specifically, we test one implication of Chemmanur and Fulghieri (1994). Their model primarily predicts the well-documented value of greater investment bank reputation in the form of mitigated adverse selection costs experienced by issuers. However, their implication number six (6) focuses on firm choice of direct versus underwritten equity issuance. Greater asymmetric information encourages firms to use underwritten equity offerings, but this incentive is mitigated by higher costs of certification among lower quality firms. In other words, the likelihood of an SEO (instead of an ATM) should be increasing in the interaction of asymmetric information concerns and firm quality. We use financial reporting quality to proxy for firm-level asymmetric information concerns or opacity (e.g. Lee and Masulis (2009)) and future analyst recommendations to proxy for firm quality. The empirical likelihood of an SEO rather than an ATM is increasing in the interaction of firm opacity and quality, consistent with theory. Finally, our two ex-post perspectives on ATMs highlight their completion and timing option benefits. Firms take down less than half of the announced ATM program allocation on average, but more than one-third of programs are completed (100% take-down). More generally, ATM take-down activity positively correlates with current quarter stock performance. Our results on cash savings out of ATM issuance suggest the dribble-out option mitigates the need to carry financial slack (cash and marketable securities holdings). Regression analysis implies that ATM firms save 65 cents out of each dollar compared with SEO firms saving 84 cents per dollar of issuance (in our sample). Overall, our research makes several contributions. As noted above, our primary contribution is to provide the first comprehensive analysis of this new follow-on equity issuance 3 technique. Given their temporal usage growth in both absolute terms and relative to both SEOs and PIPEs, ATMs are likely a permanent fixture in the equity issuance landscape for publicly traded firms. Second, we explore the determinants of the firm’s choice between an ATM and an SEO and test one implication of Chemmanur and Fulghieri (1994). The results are important for understanding corporate financial policy decisions. We also contribute to the literature on precautionary savings of corporate issuance (McLean (2011)), showing that the use of ATMs may mitigate the need for it given their more continuous availability of financing over time. Our research speaks to the importance of regulatory policy for firm financing policies. The change in regulations in 2005 (SOR), which allowed for the immediate issuance of shares off the shelf, opened the door for firms to issue shares under favorable market conditions (a key motive behind dribbling out shares). The 2008 amendments to Form S-3 increased access to shelf registration for smaller firms, which also encouraged ATMs. Our research adds to the literature on the importance of regulation for capital acquisition (e.g. Gustafson and Iliev (2017)). Finally, our work extends the analysis of Gao and Ritter (2010), who study the choice of accelerated SEOs vs. traditional book-built SEOs. Their empirical analysis covers 1996-2007, which is prior to the emergence of ATMs. They show that inelastic share demand and large offerings encourage the use of marketing services associated with traditional book-built SEOs. Our analysis suggests that ATMs offer a viable alternative issuance technique to accelerated SEOs. Both accelerated SEOs and ATMs eschew marketing efforts that may be used to flatten the short-run demand curve for shares. The potential advantage of ATMs – particularly of 4 stocks with lower institutional demand – is the smaller price impact when fewer shares are issued at a single point in time, but the firm spreads its total offering over a longer window. I. Regulatory Reform The Securities and Exchange Commission’s SOR policy became effective on December 1, 2005. There were several broad motives to the reform. One was to allow more disclosure prior to follow-on equity offerings and to reduce asymmetric information problems that impede capital formation (e.g. Clinton, White and Woidtke (2014) and Shroff, Sun, White and Zhang (2013)). A second listed intent was to define a new category of issuer – a “well-known seasoned issuer” (WKSI) that meets the following criteria:4 …has worldwide market value (public float) of its outstanding voting and non‐ voting common equity held by non‐affiliates of $700 million or more; or has issued in the last three years at least $1 billion aggregate principal amount of non‐convertible securities, other than common equity, in primary offerings for cash (and not in exchange) registered under the Securities Act, and will register only non‐convertible securities other than common equity. A third motive was to provide more timely information to investors without mandating delays in the offering process. This opened the door to offering securities from the shelf very quickly after the firm made a decision to do so. In particular, SOR removed requirements to file a posteffective amendment that contained underwriter names. ATMs were still effectively unused even after SOR. For large firms, issuance size limitations (when pulling shares off the shelf) were the likely deterrents to ATMs and were a specific concern noted by the SEC. For small firms, defined as those firms with less than $75 See “Frequently Asked Questions about Communications Issues for Issuers and Financial Intermediaries” by law firm Morrison and Foerster: https://media2.mofo.com/documents/faq_communications.pdf 4 5 million in public float, issuing shares off the shelf (and hence ATMs) were specifically prohibited (Gustafson and Iliev (2017)). Both of these concerns were addressed in January 2008 with revisions to requirements governing issuance via SEC forms S-3 and F-3. Key revisions encouraging ATM activity broadened the set of companies eligible to issue securities off the shelf and increased the allowable size of issuances. Regarding the former, the SEC removed the “public float” restriction to defining WKSI companies, as long as the issuers met other eligibility conditions for the use of Form S-3. This had the net effect of allowing companies with less than $75 million in public float to issue via the shelf. Commenters on the SEC’s proposed amendments (governing S-3 and F-3 policy) welcomed expansion of the eligibility, noting potential enhancement to smaller companies’ access to capital. The SEC further amended regulations that had previously restricted the value of securities that could be sold in an ATM to 10% of the issuer’s aggregate market value of the outstanding voting stock held by non-affiliates. The new policy allows for fully one third of public float to be issued within any 12-month period. This latter change opened the door to larger issues by qualified firms (WKSIs). In sum, the 2005 SOR potentially sped up issuance times through removal of post- effective amendment filing. The 2008 changes to forms S-3 and F-3 increased both the breadth of companies eligible to issue securities and the allowed issuance amount relative to the firm’s public float. These changes likely broadened and deepened corporate interest in ATM use. II. Data A. ATM and SEO samples 6 Our study is built around two samples of follow-on equity issuance – ATMs and SEOs. The (main analysis) sample window spans the period of 1/1/2008 to 12/31/2015. 5 Our SEOs are drawn from the Securities Data Corporation (SDC) database (U.S. common stock issuances). Our sample of ATMs is primarily hand-collected, but also draws from “The Deal’s” PrivateRaise database in 2011 through 2015 to confirm our hand-collected data. For our hand-collection of ATM data, we use the Knowledge Mosaic platform to search all 8-K and 6-K filings for the keywords: "at-the-market," "at the market," "controlled equity offering," "sales agency agreement," and "distribution agreement." We also search for "ordinary brokers" in 8-Ks and 6-Ks that are non-registration statements (to avoid getting 424B2 through 424B5 filings). We do not sample regulated or financial firms. Our initial ATMs sample includes 682 announced equity agreements. Our ATM data includes issuer name, closing date, placement status, planned issuance amount (available for 625 of 682 ATMs), ticker symbol, listing exchange, SIC code, issuer country and state, closing market price and capitalization, planned use of proceeds, roster of placement agents, and agent fees charged. We obtain the commitment period within which the issuing company commits itself to dribble-out some or all of the ATM shares (though this does not place any legal obligation on the issuer). All ATM specifics are available in Item 1.01 of the respective 8-K/6-K filing. We gather ATMs’ announcement dates from Factiva.com (only 9 ATMs have announcement dates preceding their initialization date). Our SEOs sample is drawn from the SDC database and includes only firm commitment All but the basic calendar-year data in Table II are based on this sample. For the 2016 ATM, SEO and PIPE activity information in Table II, we collect only the number of events and quantities raised. 5 7 common stock offerings in the U.S. Our specific filtering criteria are: (with available number of observations after imposing each criterion in parentheses) a) all firm commitment follow-on offerings between 1/1/2008 and 12/31/2015 (18,157), b) no rights issues (15,174), c) issuer SIC code not including regulated or financial industry or REIT firms (11,185), d) issuer is traded on any of the main U.S. stock exchanges (NYSE (now NYSE MKT LLC), NASDAQ, NASDAQ SmallCap) (2,842), e) no unit issues (2,842), f) no LBO or RLBO firms (2,837), g) no limited partnerships (2,612), h) no ADRs (2,540), i) no simultaneous international offerings (2,524), and finally j) with an offering price exceeding $5 (1,950). These screens are broadly consistent with the extant literature studying SEO activity. B. Market Differences Table I, Panel A lists the different procedures for issuing equity via ATMs and SEOs. ATM offering shares are sold strictly into the secondary market. A placement agent is chosen by the firm and essentially acts as a broker of the shares in sales on the open secondary market. SEO shares are sold in primary market transactions and typically involve a firm commitment by the underwriter. ATM issuance programs may be executed over time with only a fraction of shares sold during each visit (by the placement agent) to the secondary market. By contrast, (firm commitment) SEOs involve the issuance of shares in a single transaction. PIPE issuance procedures are described in Panel B of Table I. Buyers are institutional or accredited investors. The firm uses a placement agent rather than an underwriter, and this agent does not engage in any market stabilization. PIPEs are often placed with hedge funds, other corporations, and private equity firms, and the PIPE contracts often contain provisions with specific investor protections and/or control rights (see Billett, Elkamhi, and Floros, 2015). 8 The difference between unregistered PIPEs and “Registered Direct” (RD) PIPEs is that the latter are pre-registered and thus available for sale to retail investors immediately after placement. This enhances the liquidity of such shares. The different issuance mechanisms present an equity capital raising landscape that is more complete than before the new regulations and particularly offers additional equity raising opportunities to smaller firms. Gustafson and Iliev (2017) note this increase in opportunities, and our evidence is complementary to theirs. We offer evidence in Table II, Panel A. Beginning with 2008 (the start of ATM market activity), we present equity issuance statistics for the three major techniques. In both frequency and proceeds, ATM activity is clearly gaining in importance. From 2008 through 2016, announced ATM issuance programs (by non-regulated and non-financial firms) grew monotonically from 8 programs to 163 programs. Total proceeds grew from a mere $0.5 billion to nearly $20 billion during the same period. SEO activity shows a rather different pattern over time. First of all, there is a dearth of SEOs in 2008 (due to the financial crisis). From 2009 through 2015, we see a general trend upward with some variability in SEO activity. Then we observe a clear reduction in activity in 2016. PIPE activity (again by non-regulated, non-financial firms) resembles the pattern of SEOs more than ATMs. The general trend is upward but with several different years of declines. Notably though, 2016 sees a pronounced rise in PIPE use. The three equity raising techniques combine to show a more consistent pattern of expansion in equity issuance over our sample period. Unreported analysis indicates a nearly monotonic rise in total equity issuance between 2008 and 2015. There is a significant drop in total equity issuance by public firms in 2016, driven by much lower SEO activity. Overall, the 9 data mostly supports our inference of an expanding equity issuance landscape. Firms take advantage by raising more equity using all three techniques. To better understand the role of ATMs in this expansion, we also present relative ATM (to SEO and PIPE) activity measures. Compared to SEO activity both relative count and relative proceeds of ATM/SEO peak in 2016, with a pronounced rise over the last three years (20142016). The same pattern is evident for ATM activity relative to PIPE activity. These numbers strongly suggest the viability of ATMs as a permanent fixture in the U.S. equity issuance landscape. Finally, in Panel B of Table II we show PIPE issuance activity classified by whether the issue was RD or not. There is a clear increase in the use of RD PIPE offerings after 2008 with both the number of issues and the proceeds essentially doubling. Given prior works’ different sampling (on both time period and inclusion of RDs), this new information indicates greater expansion of equity issuance in the post-2008 era than previously thought. III. Ex-ante Characteristic Differences and Selection of ATM vs. SEO Issuance A. Descriptive Statistics In addition to differences between ATM and SEO issuance technique and growth, there are important firm characteristic differences between them. Table III presents and compares the ATM and SEO samples. We define all variables used in our analysis in the respective table legends. ATM firms are smaller (MARKET_VALUE_OF_EQUITY) than SEO firms, and they have lower leverage. They also expend more on R&D_TA_RATIO and show a higher TOBINS_Q while investing less via CAPEX. ATM firms have lower SALES_TA_RATIO and lower EBITDA_TA_RATIO, and correspondingly. They carry more cash relative to assets and burn it more quickly. They 10 also need more external funds (when EFN is negative, increases in CAPEX and net working capital are larger than EBITDA). Finally, despite lower apparent average FEES on ATMs than on SEOs, this is per dollar of announced proceeds. Accounting for ATMs’ actual takedown implies higher fees per dollar of issuance on ATMs compared to SEOs. Note that these differences are likely attributable to variation in timing, industry clustering, and firm conditions. In section III.B. we discuss our choice of proxies for the two key variables explaining ATM/SEO issuance technique choice, motivated by Chemmanur and Fulghieri (1994). Asymmetric information is proxied with ACCRUALS_QUALITY (a.k.a. opacity). ACCRUALS_QUALITY’s construction (as the standard deviation of residuals from a regression explaining accruals) implies that larger values represent increases in asymmetric information. ATM firms have average ACCRUALS_QUALITY of 0.010, while SEO firms’ average is 0.002, significantly smaller. The medians show a similar pattern. SEO firms have lower asymmetric information than ATM firms. Our proxy for (ex-ante) unobservable firm quality is future analyst recommendations (ANALYST_RECOMMENDATIONS) and changes in them from before to after the event. The coding of ANALYST_RECOMMENDATIONS is 1 to 5 for strongest to weakest (strong buy to strong sell). The average recommendation value (across analysts) for SEOs in our sample (2.03) is more bullish than for ATMs (2.45), implying SEOs associate with higher quality firms than ATMs do. The same is true when we compare cross-analyst averages of changes in recommendations (ATMs equal 0.44, while SEOs equal 0.06). We also require TOTAL_INSTITUTIONAL_HOLDINGS to control for the potential influence of share demand elasticity on issuance method choice (Gao and Ritter (2010)). Our institutional 11 holdings data are from 13F quarterly filings and are collected for the quarter prior to the announcement (of either ATM or SEO). Both mean and median values of TOTAL_INSTITUTIONAL_HOLDINGS among ATM firms are significantly lower than among SEO firms. As we discuss below in our results, the dribble-out nature of ATMs potentially reduces the need for strong institutional demand for shares. Since ATMs involve secondary market issuance, we also examine trading-related variables. We focus on factors that are likely to correlate with the optionality in dribble-out (take-down) amount and flexible timing of ATMs, particularly those that proxy for existing secondary market demand. TURNOVER is similar in the median across the two samples, while mean TURNOVER is slightly higher for ATMs – loosely consistent with some practitioners’ views that ATMs offer a liquidity-timing option to issuing firms (whenever they deem that liquidity is favorable). STOCK_RETURN_VOLATILITY is higher before ATMs than SEOs, also consistent with ATMs being used potentially to exploit timing options. B. The Choice Between ATM and SEO Given clear differences in the characteristics of ATM and SEO users – particularly suggesting that ATM users are more opaque and of lower quality than SEO users– we explore their influence on firm choice of issuance technique. We specifically test Chemmanur and Fulghieri’s (1994) implication that firms prefer underwritten equity issuance unless it is too costly. Underwriter certification is most expensive when there is asymmetric information about firm quality, and an investment bank’s certification of high quality is likely to have negative reputation repercussions – i.e. when the bank perceives that the firm is likely to be of lower quality. Chemmanur and Fulghieri (1994) predict that the likelihood of an equity offering being 12 underwritten is increasing in the interaction between asymmetric information and unobserved issuer quality. We test the joint influence of asymmetric information and (unobserved) firm quality using a logit regression. The dependent variable equals one if the firm conducts an ATM and zero if an SEO. Our general specification is as follows: (1) y = α + δ×X + β1×AI + β2×Quality + β3×AI×Quality + ε where X is a matrix of control variables, AI is the proxy for asymmetric information, and Quality is the proxy for unobserved firm quality (that the underwriter certifies in an SEO). The key coefficient is β3. Since the product of AI and Quality is more positive among firms that are both higher quality and have higher asymmetric information (who are expected to use an underwriter), we expect β3<0. We follow Lee and Masulis (2009) (who use the modified Dechow and Dichev (2002) model as applied in Francis, Lafond, Olsson and Shipper (2005)) and measure asymmetric information between insiders and outsiders with accruals quality (a.k.a. opacity). These papers argue that opacity measures the difference between the information set of outside investors who rely on financial reporting information and that of insiders who do not have to rely on financial reporting. Lee and Masulis (2009) show that both SEO announcement returns decrease and gross spreads charged by underwriters increase in opacity. Billett and Yu (2016) show that stock price reactions to open-market share repurchases increase in this measure. For unobserved firm quality we use future analyst recommendations and future changes in recommendations. Underwriter certification is valuable in Chemmanur and Fulghieri’s (1994) model when it clarifies firm quality to asymmetrically informed investors. More bullish 13 recommendations indicate higher expected value than currently available, and the ex-post version is unobserved at the time of issuance. Because Table III indicates a high standard deviation relative to the average recommendation, we use a dummy variable for our proxy. The dummy equals one if the firm’s future consensus analyst recommendation is more bullish (than the sample median recommendation value) and zero otherwise. A parallel approach is used when recommendation changes proxy unobserved firm quality. We present our logit estimates in the first two columns of Table IV. The models only differ by their proxy for firm quality. In model (1), we use the dummy based strictly on ex-post analyst recommendation, while model (2) uses the change in analyst recommendation dummy. The latter two columns in Table IV offer corresponding estimations using a linear probability model (LPM). This facilitates economic interpretation of factors influencing issuance technique. The LPM models also allow for inclusion of industry fixed-effects that help control for systematic differences in, for example, opacity across industries. The logit results support the prediction of Chemmanur and Fulghieri (1994) that higher asymmetric information along with higher firm quality increases the likelihood of an SEO instead of an ATM. The coefficient on the interactive of accruals quality and the firm quality dummy is significantly negative (recall that SEOs carry a lower dependent variable value) in both specifications.6 To ascertain the economic effect of the interactive variable, we use the LPM (in columns (3) and (4)). The simplest interpretation is to consider conditioning on higher quality firms (dummy = 1). In this case the coefficient on the interactive variable (-0.46 in The Online Appendix (using the methodology of Ai and Norton (2003)) confirms the negative coefficient on the logistic regressions’ interaction term of firm quality with asymmetric information. 6 14 column 3) may be interpreted as follows. For high quality firms, a one standard deviation increase in opacity (0.05) associates with a 2.3% increase in the probability of a firm choosing to issue via an SEO instead of an ATM. Given the relative number of occurrences of ATMs to SEOs in our sample of 30.9%, the 2.3% increase amounts to 7.4% of the sample average probability. When we proxy firm quality with changes in recommendation that exceed the median (column 4), the coefficient on the interactive (-0.80) term implies that a one standard deviation increase in opacity (0.05) associates with a 4.0% increase in the probability of an SEO. A potential concern with the results from the Linear Probability Model (LPM) with industry fixed-effects is that some industries have only one firm conducting an ATM and are thus dropped from the analysis. We assess the robustness of our results by removing the industry dummies and include all ATMs in the model (untabulated but available by request). The coefficients on the interactives in specifications mirroring (3) and (4) are remarkably similar to the reported ones. Asymmetric information combined with high firm quality robustly correlates with SEO choice (over ATM). Returning to the logits, a few control variables are significant and noteworthy. We see a negative coefficient on TOBINS_Q, suggesting that more growth opportunities encourage an SEO as opposed to an ATM. Firms with more growth opportunities may need more capital in general. Indeed, the negative and significant coefficients on PROCEEDS_MVEQ_RATIO and CAPEX_TA_RATIO suggest this. We also see that SEO choice is more likely when EBITDA_TA_RATIO is higher in the prior year. Larger RUN_UP associates with greater likelihood of an SEO as opposed to ATM, consistent with the extant SEO literature, which documents strong average stock performance before equity issuances. 15 ATMs are also more likely to be chosen over SEOs when institutional ownership is ex- ante lower. Gao and Ritter (2010) argue that low institutional ownership weakens short-run elasticity of demand for shares. Large placements of shares (SEOs) incur significant price discounts in such cases unless marketing flattens the short-run demand curve, thus encouraging fully marketed SEOs. But we observe the opposite, raising the question of why. The advantage of ATMs when institutional ownership is low is the opportunity to issue smaller share quantities several times over a longer time-span, moving along the long‐run demand curve. This allows the firm to potentially take advantage of greater demand elasticity at each step. Put differently, a firm issuing shares amounting to 20% of outstanding shares is likely to face greater discounting or market impact than a firm issuing 5% of shares outstanding at four widely-spaced intervals. IV. Actual Issuance Behavior in ATM Programs Given ATMs’ flexibility to be executed in a dribble-out fashion, we investigate firms’ actual issuance behavior under their ATM programs. Firms report their issuance of equity under the ATM program on their 10-Q (or 10-K in the case of the fiscal year-end) filing. The 10-Q provides only aggregated (across all of the firm’s issues in the quarter) information on actual issuance activity. The sample comprises ATMs that we are also able to find price data for (from CRSP), and we only hand-collected the take-down information through December 2015. A. Univariate Statistics We focus on two firm-level measures of actual issuance activity. FRACTION_OF_ANNOUNCED_ISSUANCE equals the total number of shares actually issued during the ATM program, divided by the announced number of shares that the firm planned to 16 issue under the ATM program. COMPLETION_DURATION is conditional on a firm completing full issuance of the announced number of shares under the ATM and equals the number of quarters it took the firm to do so. For this variable, even if a firm did not issue shares during a particular quarter during its ATM program, we count that quarter as long as it occurs before the ATM is completed. We also present two measures of “price efficiency” of firm take-down. We scale the firm’s reported “weighted average actual issuance price”7 by two different measures of market price: the end-of-quarter price and the average (time-series) quarter’s price (using daily closing prices). The former measure may be viewed as the benefit of doing an ATM relative to an SEO executed strictly on the last day of the quarter. While not all firms would choose to do an SEO at the end of the quarter, it is one possible view of the snapshot that would occur on any particular day of the quarter. The latter measure may be viewed as the benefit/cost of picking various days/times to dribble-out (perhaps on the basis of firm expectations that it’s a favorable moment), relative to a rather uninformed approach of dribbling out an equal amount each day of the quarter. This latter methodology mirrors recent work in the stock repurchase literature (Bonaimé, Hankins and Jordan (2016), and Dittmar and Field (2015)). Both papers report average price paid during a buyback exceeds average stock price smoothed over the repurchase window. Table V presents means, medians, and standard deviations of the above variables across various samples. For the full sample of firms (in Panel A), average actual issuance is slightly less This is a weighted average of the daily prices that shares were issued at (across all dribble-outs that quarter) with weighting by number of shares issued at each day’s price. 7 17 than half of the announced plan size (43% in the mean), while the median firm issues just over one quarter (27%). There is substantial variation in execution across firms (42% standard deviation). The typical firm does not issue the full amount of announced ATM planned shares and often takes down substantially less than even half the announced amount. Confirming evidence is seen in the roughly one third ratio of firms (191 out of 515) taking down the full planned / announced amount. Also in Panel A we see that the cross-sectional mean WEIGHTED_AVERAGE_ISSUE_PRICE_ENDOFQUARTER_PRICE_RATIO is 1.37 and the median is 1.02. The final row of Panel A compares the average firm issuance price to the average daily stock price during the quarter. The mean (median) of this ratio equals 1.64 (1.02). 8 How should we interpret these relative price patterns and (lack of) completion behavior? One plausible explanation is that firms follow a mechanical rule: issue shares until a price drop and then stop. If stock price rises again, the firm reengages in issuance. Such behavior yields average issue prices that exceed average quarter prices and also the end-of- quarter price. It also potentially explains failure to complete the issuance of all ATM-announced shares. However, it’s important to note that none of this necessarily implies managers have market timing ability; prediction of future price patterns is not necessary under this mechanical rule. Staged investment patterns may also explain the price patterns and lack of complete take-down. If the size of the announced ATM program is an upper bound on the firm's expected future financing needs, then as the investment unfolds - and more is learned about the While the mean values of pricing efficiency may seem large, they possess equal-weight across all observations. If we value-weight according to market cap of each firm at the previous quarter-end, the results indicate between 5% and 6% premia of average take-down price relative to quarter-end or average quarterly price. 8 18 opportunity - the firm either continues to invest and expand or curtails investment. This could lead to uncompleted programs if market feedback is negative, which would likely be accompanied by lower returns in the final quarter of take-down. Finally, untabulated results indicate that firms that do not complete take-down show worse stock performance in the final quarter of take-down activity but rarely are acquired or dropped from the exchange. Perhaps the most surprising implication of our results is that we don’t see mirror images of mechanical behavior in average firm repurchasing. Panels B and C of Table V split our full sample based on whether the firm has above or below median inflation-adjusted sales. The key difference in take-down behavior between firms in the higher and lower sales groups is cumulative execution. Firms with sales greater than the sample median take down a larger percentage of the announced plan (48% vs. 43% for the means, and 34% vs. 13% for the medians). However, this does not imply an obvious difference in actual completion ratios (37% of firms in each sub-sample completely issue announced takedown). The time to completion is slightly longer for firms with greater sales but only by one calendar quarter, and while average measures of price efficiency are “better” among larger sales firms, the medians are not. While it is difficult to draw firm conclusions, the evidence is consistent with larger sales firms being more likely to take advantage of the optionality in ATM issues. B. Censored quantile regressions Numerous factors may influence firms’ preferences to execute actual issuances in ATM programs. In Table VI we investigate the effects of time, stock volatility, and stock returns on dribble-out activity. The regressions treat each quarter of potential actual issuance by a firm as 19 a separate observation, resulting in 1,436 firm/quarter observations (despite only 515 firms with actual issuance information). While this suggests a small average number of quarters per firm, recall that a large number of ATM programs were announced in 2014 and 2015. Since we only collect dribble-out data through December 31, 2015, many of our observations will have limited data available. We also stop collecting dribble-out information upon completion of a firm’s ATM program, and we require sufficient data to calculate our regressors. We use censored quantile regression (CQR) because of the highly censored nature of actual issuance activity (fully 59.9% of our firm/quarters have zero dribble-out executed). 9 Put differently, since Ordinary Least Squares (OLS) minimizes the sum of squared deviations from the mean, significant mass of the distribution at one tail (zero in our case since many firm- quarters show zero take-down) can unduly influence coefficients. We would learn less about factors that influence variation of take-down conditional on issuance and more about the decision to take-down or not (which was explored in the prior section). We estimate the CQR centering our analysis on the 80th, 85th and 90th quantiles. Varying the center-point around these higher percentiles provides roughly similar numbers of observations on either side of the centering quantile. It also increases the efficiency of our estimates in the minimization of sum of squared errors. Our results indicate the following factors correlate significantly with firms’ actual issuance: the number of quarters since ATM announcement (QUARTER_COUNTER); the firm’s stock return during the quarter (CURRENT_QUARTER_BHARS); and the cumulative amount of A Tobit regression also handles censored data; however, our data on actual take-down fails to satisfy the normality and homoscedasticity assumptions of the Tobit. 9 20 take-down in prior quarters (PRIOR_CUMULATIVE_TAKEDOWN_FRACTION). Firms take down less in later quarters, consistent with fewer shares remaining on the shelf. However, controlling for time elapsed, greater past take-down implies more current-quarter take-down. Finally, greater dribble-out during quarters of higher (abnormal) stock returns is consistent with firms potentially following the earlier-mentioned mechanical rule. C. Cash Savings Behavior out of ATMs and SEOs Given ATMs’ flexibility in issuance timing, firms may view them as a substitute for alternative flexible financing. Huang and Ritter (2016) report that net debt issuers spend 86 cents of every new dollar raised. To the extent that a meaningful proportion of net debt issuance is bank debt, this is consistent with viewing bank loans (usually take-downs of revolving credit lines) as a more continuous form of financing. We may interpret ATMs similarly, especially in comparison to SEOs, which raise lumpy quantities of equity (much like public debt issues). This raises the question of whether firms will tend to spend a greater proportion of ATM issuance proceeds immediately relative to that seen among SEOs. Table VII tests this using cash savings regressions following McLean (2011). The dependent variable is the change in cash (quarterly). The regressors are stock issue proceeds (STOCK_ISSUE), debt issue proceeds (DEBT_ISSUE), CASH_FLOW, and other sources of cash (OTHER_SOURCES), all scaled by lagged total assets; and a control variable of TOTAL_ASSETS. We run the regression on two separate samples: ATM events over the eight quarters following (because two years out is when most take-down has occurred); and SEO events over one quarter from the pre-event quarter end to the post-event quarter-end. These are panel regressions with Rogers’ standard errors (see Petersen (2009)). 21 Across the two regressions we see a majority of equity issuance proceeds saved. For ATMs the coefficient on STOCK_ISSUE is 0.65, while for SEOs the coefficient is 0.84. The latter is significantly higher indicating a greater propensity of firms to immediately spend ATM proceeds compared to SEO proceeds. An F-test confirms statistical significance of this difference. Economically the difference is also important. A 65% savings rate for the average ATM announcement ($92 million) combined with an average takedown of 43% implies a $26 million cash savings. The same calculation implies $215 million of average firm SEO proceeds are saved. Firms issuing equity via SEO appear to hoard a greater proportion of the proceeds than firms issuing equity via ATM, consistent with the more continuous nature of ATM financing. The coefficients on the control variables are “in the neighborhood” of McLean’s (2011) for SEOs.10 Notably though, the coefficient on debt issue proceeds is quite different for ATM firms than for SEO firms. This too may reflect the more continuous nature of ATM financing, encouraging less spending of net debt issuances. ATMs may substitute for other forms of continuous financing. V. Conclusions We study the anatomy of a new approach to offering equity. ATM offerings came into fashion starting in 2008, driven by regulatory changes that made such offerings feasible. Over our sample period (2008 – 2016), there were 31% as many ATM issuance programs as there While our coefficients may be somewhat larger than McLean’s (2011), we have a later sample period, and we focus on just SEOs in the second specification. McLean also includes private placements, rights offerings, stock sales through direct purchase plans, preferred stock issues, conversions of debt and preferred stock and employee options, grants and benefit plans. 10 22 were SEOs, with the percentage growing over time. ATMs comprise a meaningful portion of the follow-on equity issuance market. ATM firms’ ex-ante characteristics differ from those of SEO firms. They tend to be smaller with higher growth opportunities but are less profitable, with a notable concentration among money-losing biotech companies (see the Online Appendix for details). ATM firms also have lower leverage and carry more cash. In short, they have the markings of greater asymmetric information problems. This implies potential benefits to the certification associated with using an underwriter, but also potential costs in doing so. Theory by Chemmanur and Fulghieri (1994) predicts that higher asymmetric information encourages underwriting (instead of direct placement of equity as in ATMs) when the bank’s potential reputational costs of doing so are small – in other words, among higher quality firms. We document that SEOs are more likely among higher asymmetric information firms, but when they are also of higher quality. We explore firms’ actual issuance behavior in their ATM programs. The data are consistent with firms following a mechanical rule of issuing when the stock price is rising and not doing so in the face of falling prices. Moreover, these results are consistent with patterns resulting from staged investments. Further exploration of this issue would require more precise information on the daily issuance activity under ATM programs. Currently such data is not available. Many avenues for future research remain. For example, given that underwritten offers are aimed at institutions, prior work on SEOs largely ignores retail investor considerations. Given our results that ATMs are more likely when institutional demand for shares is lower, ATMs may rely more on retail demand for shares. Another potential area of exploration with 23 ATMs is the capital structure literature on partial adjustment towards a target. ATMs offer another avenue for leverage reduction that may optimally involve timing options. Overall, our conclusion that ATMs are a permanent fixture in the equity issuance landscape augurs new opportunities for research in the corporate financing arena. 24 References Ai, C., and E. C. Norton. “Interaction Terms in Logit and Probit Models.” Economics Letters, 80 (2003), 123-129. Billett, M. T., and M. Yu. “Asymmetric Information, Financial Reporting, and Open-Market Share Repurchases.” Journal of Financial and Quantitative Analysis, 51 (2016), 1165-1192. Billett, M. T.; Elkamhi, R.; and I. V. Floros. “The influence of investor identity and contract terms on firm value: Evidence from PIPEs.” Journal of Financial Intermediation, 24 (2015), 564-589. Bonaimé, A. A.; Hankins, K. W.; and B. D. Jordan. “The Cost of Financial Flexibility: Evidence from Share Repurchases.” Journal of Corporate Finance, 38 (2016), 345-362. Booth, J. R., and R. L. Smith. “Capital Raising, Underwriting, and the Certification Hypothesis.” Journal of Financial Economics, 15 (1986), 261-281. Chaplinsky, S. and D. Haushalter. “Financing Under Extreme Risk: Contract Terms and Returns to Private Investments in Public Equity.” Review of Financial Studies, 23 (2010), 2789-2820. Chemmanur, T. J., and P. Fulghieri. “Investment Bank Reputation, Information Production, and Financial Intermediation.” Journal of Finance, 49 (1994), 57-79. Clinton, S.; White, J.; and T. Woidtke. “Differences in the Information Environment Prior to Seasoned Equity Offerings Under Relaxed Disclosure Regulation.” Journal of Accounting and Economics, 58 (2014), 59-78. Dechow, P. M., and I. D. Dichev. “The Quality of Accruals and Earnings: The Role of Accrual Estimation Errors.” Accounting Review, 77 (2002), 35-59. Dittmar, A., and L. C. Field. “Can Managers Time the Market? Evidence Using Repurchase Price Data.” Journal of Financial Economics, 115 (2015), 261-282. Eckbo, E. B.; Masulis, R. W.; and O. Norli. “Security Offerings.” In Handbook of Corporate Finance: Empirical Corporate Finance, Vol. I, Elsevier/North-Holland (2007), Chapter 6. Francis, J.; Lafond, R.; Olsson, P.; and K. Schipper. “The Market Pricing of Accruals Quality.” Journal of Accounting Economics, 39 (2005), 295-327. Gao, X., and J. R. Ritter. “The Marketing of Seasoned Equity Offerings.” Journal of Financial Economics, 97 (2010), 33-52. Gustafson, M. T., and P. Iliev. “The Effects of Removing Barriers to Equity Issuance.” Journal of Financial Economics, 124 (2017), 580-598. 25 Huang, R., and J. R. Ritter. “Corporate Cash Shortfalls and Financing Decisions.” Working Paper, University of Florida (2016). Lee, G., and R. W. Masulis. “Seasoned Equity Offerings: Quality of Accounting Information and Expected Flotation Costs.” Journal of Financial Economics, 92 (2009), 443-469. McLean, D. R. “Share Issuance and Cash Savings.” Journal of Financial Economics, 99 (2011), 693-715. Morrison & Foerster LLP. Frequently Asked Questions About At-the-Market Offerings, White Paper (2013). Shroff, N.; Sun, A. X.; White, H. D.; and W. Zhang. “Voluntary Disclosure and Information Asymmetry: Evidence From the 2005 Securities Offering Reform.” Journal of Accounting Research, 51 (2013), 1299-1345. 26 Table I Institutional Characteristics of ATMs, SEOs and PIPEs Table I (Panel A) describes the main characteristics of two types of equity offerings: ATMs and common stock SEOs. Panel B describes the main characteristics of PIPEs. The source for SEOs is the Securities Data Corporation (SDC) database, for ATMs it is both The Deal's PrivateRaise and our hand-collection. The data source for PIPEs is The Deal’s PrivateRaise. The announcement date for ATMs is hand-gathered from factiva.com, as well as 8-K statements. Event dates for SEOs are drawn from SDC. Announcement dates for PIPEs (both unregistered stock and registered stock) come from The Deal’s PrivateRaise. Panel A: ATMs and SEOs Announced before completion Sold in the secondary market Sold in increments ATMs We find that 95.4% of ATMs programs are announced on (or after) the closing date of the commencement of the program. The dates of the securities' sale are not announced. Through ATMs, newly-issued shares are sold to the secondary markets. Yes SEOs We find that 89.1% of SEO issuances have their filing date preceding the issue date. Through SEOs, pure primary or combined primary and secondary shares (with the primary shares proportion being at least 50% of the entire offering) are sold to the secondary markets. No Underwritten Through ATMs, newly-issued shares are dribbled out into the trading market through a designated brokerdealer at prevailing market prices. There is a placement agent used that acts on a best efforts basis. In the rare case that the placement agent commits to purchase the issuer's securities for its own account with a view to reselling securities, he does not conduct any roadshows or other solicitations. The placement agent is still liable with respect to material misstatements or omissions in the accompanying shelf registration statement. SEO issuers use underwriters that act on a firm commitment basis. 27 Panel B: PIPEs PIPEs – Unregistere d stock We find that 61.9% of unregistered stock PIPEs have their first announcement date preceding the closing date PIPEs – Registered stock (Registered Directs) We find that 52.4% of registered stock PIPEs (Registered Directs) have their first announcement date preceding the closing date Unregistered stock PIPEs refer to private placements of either newly issued shares of common stock or shares of common stock held by selling stockholders (or a combination of primary and secondary shares) offered primarily to accredited investors Registered stock PIPEs (Registered Directs) refer to private placements of either newly issued shares of common stock or shares of common stock held by selling stockholders (or a combination of primary and secondary shares) offered primarily to accredited investors No In unregistered stock PIPEs 46.0% use the services of a placement agent. The placement agent is not obligated to buy any shares that are offered and cannot engage in market stabilizing transactions. The placement agent acts as a distribution participant and could be considered an underwriter only in the sense of introducing new securities to the market. The placement agent is simply intermediating the sale to institutional investors as no retail investors participate in registered stock PIPEs (Registered Directs). No In registered stock PIPEs (Registered Directs) 89.9% use the services of a placement agent. The placement agent is not obligated to buy any shares that are offered and cannot engage in market stabilizing transactions. The placement agent acts as a distribution participant and could be considered an underwriter only in the sense of introducing new securities to the market. The placement agent is simply intermediating the sale to institutional investors as no retail investors participate in registered stock PIPEs (Registered Directs). 28 Table II Comparison of ATMs, SEOs and PIPEs Table II presents the main characteristics of ATMs, SEOs, and PIPEs for the years from 2008 to 2016. Panel A reports the distribution of completed transactions as well as the total gross proceeds amounts raised for all ATMs (excluding REITs and regulated industries). Information on the number of SEOs and PIPEs spans the same time period and again excludes REITs and regulated industries. The source for SEOs is the Securities Data Corporation (SDC) database. Our ATMs come from both The Deal's PrivateRaise (for the years 2011, 2012, 2013, 2014, 2015 and 2016) and handcollection (for the years 2008, 2009 and 2010). Our PIPEs come from the Deal’s PrivateRaise. Panel B focuses on PIPEs. PIPEs include two different offering types: the PIPEs offering unregistered stock and the PIPEs offering registered stock (Registered Directs). These two types of PIPEs have the following characteristics: PIPEs offering unregistered stock: These are placements involving equity and/or equity-linked securities under the Securities Act of 1933, as amended - Section 4(2). Unregistered stock PIPEs are not immediately resalable to the public upon transaction closing. PIPEs offering pre-registered stock (Registered Directs): These are placements that involve the issuance of pre-registered equity and equity-linked securities (e.g., shelf sale) by an Issuer to an unlimited number of accredited Investors. Registered Directs are immediately resalable to the public upon transaction closing. Panel A: All ATMs, all SEOs and all PIPEs All ATMs YEAR 2008 8 0.49 47 1.50 27 2011 56 2012 2013 2014 2015 2016 All years Comparing ATMs and SEOs All PIPEs Comparing ATMs and PIPEs #_OF_ PROCEEDS #_OF_I PROCEEDS #_OF_ISSUES: PROCEEDS: #_OF_I PROCEEDS #_OF_ISSUES: ISSUES ($BILLIONS) SSUES ($BILLIONS) ATM/SEO ATM/SEO SSUES ($BILLIONS) ATM/PIPE 2009 2010 All SEOs 62 87 10.5% 1.6% 1167 26.11 0.7% 1.9% 234 34.76 20.1% 4.3% 1372 24.95 3.4% 6.0% 2.30 176 4.03 10.06 163 19.53 682 30.74 218 97 135 76 3.30 5.25 15.96 PROCEEDS: ATM/PIPE 212 333 329 39.07 46.50 43.76 98.31 84.02 372 111.35 62.42 2,206 564.1 256 75.59 12.4% 31.8% 8.4% 4.9% 29.2% 12.0% 29.5% 12.0% 63.7% 25.8% 26.1% 36.3% 30.9% 4.1% 14.3% 1151 1134 1030 1023 1085 1020 1132 11.1% 10,114 34.59 19.79 33.48 20.40 32.22 2.3% 4.9% 11.6% 8.5% 19.8% 6.0% 8.9% 38.89 13.2% 278.62 6.7% 48.19 9.5% 14.4% 15.7% 31.2% 41.0% 40.5% 22.4% 29 Panel B: All PIPEs, all unregistered stock PIPEs and all registered stock PIPEs (Registered Directs) Pipes by stock registration status Registered Directs All PIPEs Unregistered stock YEAR 2008 2009 2010 2011 2012 2013 2014 2015 2016 All years #_OF_I SSUES 1167 1151 1372 1134 1030 1023 1085 1020 1132 10114 PROCEEDS ($BILLIONS) 26.11 34.59 24.95 19.79 33.48 20.40 32.22 38.89 48.19 278.62 #_OF_ISSU ES 1067 901 1114 942 825 780 866 780 856 8131 PROCEEDS ($BILLIONS) 23.02 28.40 19.28 14.61 26.68 13.81 26.62 32.65 40.39 225.46 #_OF_ISSUES 100 250 258 192 205 243 219 240 276 1983 PROCEEDS ($BILLIONS) 3.09 6.19 5.67 5.18 6.80 6.59 5.60 6.24 7.80 53.16 30 Table III Issuer Characteristics Table II presents and compares the mean and the median values of annual financials, annual trading-related and recommendationrelated information for all ATMs and SEOs in our sample. Transaction specific information is also reported (FEES and PROCEEDS_MVEQ_RATIO). Financial data (from Compustat Fundamentals Annual) is as of the fiscal year-end preceding the ATM announcement date or SEO issue date. MARKET_VALUE_OF_EQUITY is the product of shares outstanding and closing price from two trading days prior to the ATM announcement or the SEO issuance date, expressed in $millions. LEVERAGE is the sum of short-term and long-term debt, all divided by total assets. R&D_TA_RATIO is R&D expenditures divided by total assets; if R&D is missing we set it equal to zero. CASH_TA_RATIO is cash divided by total assets. SALES_TA_RATIO is revenues divided by total assets. CASH_BURN is the absolute value of operating income before depreciation divided by the sum of cash and cash equivalents; when the income number is positive cash burn is set equal to zero. This follows Chaplinsky and Haushalter (2010). EBITDA_TA_RATIO is EBITDA divided by total assets. TOBINS_Q is the book value of total assets minus the book value of equity plus the market value of equity, all divided by the book value of assets. EFN_TA_RATIO is external financing needs and equals EBITDA minus change in CAPEX minus change in net working capital, all divided by total assets. CAPEX_TA_RATIO is capital expenditures divided by total assets. TOTAL_INSTITUTIONAL_HOLDINGS is the fraction of total shares outstanding owned by institutions taken from 13F filings. PROCEEDS_MVEQ_RATIO is the ATM (or SEO) proceeds divided by the market value of equity (computed on the event day). FEES is the gross spread over proceeds for SEOs, and it is agent cash fees over planned proceeds for ATMs. ANALYST_RECOMMENDATIONS is the firm’s cross-analyst average of future consensus analyst recommendation. Consensus analyst recommendation comes from Thomson Reuters the quarter following the ATM announcement quarter or SEO issuance quarter. Analyst recommendations scale is as follows: “strong buy” = 1, “buy” = 2, “hold” = 3, “underperform” = 4 and “sell” = 5. ANALYST_REVISIONS is the firm’s (cross-analyst) average of the difference between future and lagged consensus analyst recommendations. ACCRUALS_QUALITY is the standard deviation of residuals from the estimation model explaining total current accruals with lagged, contemporaneous and lead cash flows from operations as well as change in sales and property, plant and equipment. RUN_UP is the stock’s daily cumulative marketadjusted return over the window [-252,-3]. TURNOVER is the trading volume divided by shares outstanding, per day (averaged over trading days -25 to -3 where the ATM announcement date or SEO issue date is trading day 0). STOCK_RETURN_VOLATILITY is the annualized standard deviation of daily stock returns over the prior trading year, specifically [-252,-2], where day 0 is the announcement date of ATM program or issuance date of SEO. Trading-related and recommendations-related information is drawn from various sources: PROCEEDS and FEES (ATMs) from PrivateRaise, TURNOVER, MARKET_VALUE_OF_EQUITY, STOCK_RETURN_VOLATILITY from CRSP, FEES (SEOs) from SDC, ANALYST_RECOMMENDATIONS and ANALYST_REVISIONS from I/B/E/S. 31 ATMs SEOs Variable mean median St. Dev. Obs. mean median St. Dev. LEVERAGE 0.39 0.34 0.31 439 0.48 0.45 0.34 MARKET_VALUE_OF_EQUITY ($ B) R&D_TA_RATIO 1.52 0.42 0.18 6.78 444 0.3 0.68 414 0.35 0.16 0.50 446 EBITDA_TA_RATIO -0.40 -0.28 0.75 EFN_TA_RATIO -0.45 -0.3 0.64 CASH_TA_RATIO 0.50 CASH_BURN 0.81 SALES_TA_RATIO TOBINS_Q CAPEX_TA_RATIO TOTAL_INSTITUTIONAL_ HOLDINGS 3.46 0.56 0.42 2.38 0.05 0.01 PROCEEDS_MVEQ_RATIO 0.20 0.15 ANALYST_RECOMMENDATIONS 2.45 ACCRUALS_QUALITY FEES ANALYST_REVISIONS RUN_UP TURNOVER STOCK_RETURN_VOLATILITY 0.34 0.36 2.25 4.63 0.09 0.3 0.26 3.00 0.01 446 2.94 0.18 0.29 0.85 0.07 0.11 0.7 0.50 445 -0.04 0.09 432 -0.13 0.05 390 0.60 0.64 442 442 442 0.41 2.96 0.07 12.41 1550 0.37 1463 0.33 1565 1634 0.76 1631 0.46 1626 0.47 1534 0.3 1567 0.00 2.30 1.87 3.5 1630 1525 0.03 0.11 1628 0.11 0.55 1251 2.00 0.45 1658 0.20 423 2.50 0.61 394 0.01 0.007 0.05 402 0.002 0.0008 0.04 1483 0.02 0.008 0.04 448 0.01 0.008 0.03 1744 2.94 0.44 0.02 0.67 0.27 0.03 0.56 0.72 1.63 0.44 460 368 448 449 0.18 Obs. 4.53 2.03 0.06 0.21 0.53 4.75 0.02 0.13 0.43 0.02 0.51 1.12 0.60 1201 1658 1741 1743 32 Table IV Logistic and Linear Probability Regressions Explaining ATM vs. SEO Event Table IV models (1) and (2) report log odds estimates from logistic regressions explaining the incidence of ATM or SEO where the dependent variable equals one for an ATM and zero for an SEO. Models (3) and (4) report the marginal effects from linear probability model regressions where the dependent variable equals one for an ATM and zero for an SEO. ANALYST_RECOMMENDATIONS_DUMMY is equal to one if the firm’s future consensus analyst recommendation is lower than the sample median value and zero otherwise. Consensus (average) analyst recommendation comes from Thomson Reuters the quarter following the ATM announcement quarter or SEO issuance quarter. ANALYST_REVISIONS_DUMMY is equal to one if the firm’s difference between future and lagged consensus analyst recommendations is lower than the sample median value and zero otherwise. Consensus (average) analyst recommendation comes from Thomson Reuters the quarter following as well as the quarter preceding the ATM announcement or SEO issuance quarter. ACCRUALS_QUALITY is the standard deviation of residuals from the estimation model explaining total current accruals with lagged, contemporaneous and lead cash flows from operations as well as change in sales and property, plant and equipment. We also include the interaction variable ANALYST_RECOMMENDATIONS_DUMMY_ACCRUALS_QUALITY_INT and ANALYST_REVISIONS_DUMMY_ACCRUALS_QUALITY_INT. LN_MARKET_VALUE_OF_EQUITY is the natural logarithm of the market value of equity. R&D_TA_RATIO is R&D expenditures divided by total assets. If R&D is missing, we set it equal to zero. CAPEX_TA_RATIO is capital expenditures divided by total assets. TOBINS_Q is the book value of total assets minus the book value of equity plus the market value of equity, all divided by the book value of assets. TURNOVER is trading volume divided by shares outstanding, per day (averaged over trading days -25 and -3 when the ATM announcement date or SEO issue date is trading day 0). STOCK_RETURN_VOLATILITY is the annualized standard deviation of daily stock returns over prior trading year, specifically [-252,-2], where day 0 is the announcement date of ATM program or issuance date of SEO. PROCEEDS_MVEQ_RATIO is the ATM/SEO proceeds divided by the market value of equity (computed on the event day). RUN_UP is the stock’s daily cumulative marketadjusted return over the window [-252,-3]. EFN_TA_RATIO is external financing needs and equals EBITDA minus change in CAPEX minus change in net working capital. SALES_TA_RATIO is revenues divided by total assets. LEVERAGE is the sum of short-term and long-term debt divided by total assets. EBITDA_TA_RATIO is EBITDA divided by total assets. CASH_TA_RATIO is cash and equivalents all divided by total assets. TOTAL_INSTITUTIONAL_HOLDINGS is the fraction of total shares outstanding owned by institutions taken from 13F filings. Institutional holdings are available from Thomson Reuters and are reported on a quarterly basis. We use analyst recommendations and Analyst revisions as a proxy for firm’s quality and accruals quality as a proxy for information asymmetry, respectively. The linear probability models 3 and 4 contain industry fixed effects defined by Fama-French 49 industry classifications. The values in parentheses across all four regression models denote p-values for statistical significance levels and a,b,c denote levels of 10%, 5% and 1%, respectively. 33 Intercept ANALYST_RECOMMENDATIONS_DUMMY ACCRUALS_QUALITY ANALYST_RECOMMENDATIONS_DUMMY _ACCRUALS_QUALITY_INT ANALYST_REVISIONS_DUMMY ANALYST_REVISIONS_DUMMY _ACCRUALS_QUALITY_INT LN_MARKET_VALUE_OF_EQUITY R&D_TA_RATIO CAPEX_TA_RATIO TOBINS_Q TURNOVER STOCK_RETURN_VOLATILITY PROCEEDS_MVEQ_RATIO RUN_UP EFN_TA_RATIO SALES_TA_RATIO LEVERAGE EBITDA_TA_RATIO CASH_TA_RATIO TOTAL_INSTITUTIONAL_HOLDINGS Industry Fixed Effects -2 Log Likelihood (models 1 & 2) and F-Value (models 3 & 4) Max-rescaled R-Square (models 1 & 2) and Adjusted R-Square (models 3 & 4) Number of observations (1) 7.07c (0.000) 1.64c (0.000) 4.88b (0.018) -1.17c (0.001) (2) 7.26c (0.000) -1.09c (0.000) -0.56 (0.550) -7.14a (0.055) -0.35c (0.000) -7.16 (0.408) -0.47 (0.555) -2.92c (0.004) -0.20b (0.060) -0.22 (0.684) -0.46 (0.184) 0.70 (0.136) -2.53c (0.002) 0.24 (0.768) -1.88c (0.006) No 733.67 -1.06c (0.000) -1.11 (0.179) -7.10b (0.025) -0.37c (0.000) -10.97 (0.145) 0.18 (0.747) -3.11c (0.003) -0.21a (0.082) -0.08 (0.870) -0.27 (0.372) 0.61 (0.192) -3.07c (0.000) -0.07 (0.927) -2.62c (0.000) No 733.98 -0.07c (0.000) -0.25c (0.000) -0.30b (0.014) -0.03c (0.000) -0.72 (0.212) -0.01 (0.785) -0.05b (0.036) -0.03c (0.002) -0.06 (0.169) -0.02 (0.298) 0.06 (0.138) -0.30c (0.000) 0.10a (0.078) -0.24c (0.000) Yes 35.17 769 769 0.68 769 1.91c (0.006) 0.63b (0.003) -1.14b (0.024) 0.66 (3) 0.88c (0.000) 0.10c (0.006) 0.42c (0.001) -0.46c (0.000) 0.43 (4) 0.83c (0.000) 0.63c (0.001) 0.04b (0.03) -0.80b (0.011) -0.06c (0.000) -0.28c (0.000) -0.34c (0.006) -0.03c (0.000) -0.44 (0.447) -0.01 (0.701) -0.06b (0.015) -0.04c (0.001) -0.05 (0.293) -0.02 (0.309) 0.05 (0.205) -0.34c (0.000) 0.11a (0.060) -0.27c (0.000) Yes 33.11 0.42 769 34 Table V Univariate Statistics on Firm Dribble-out Behavior (of ATM Shares) Table V presents univariate statistics on firms’ actual issuance behavior of ATM offerings. Panel A presents summary statistics for all ATM issuers, Panel B (Panel C) presents all ATM issuers that belong to the ATMs that exhibit greater (lower) than the ATM sample median inflation-adjusted sales. Data come from firms’ 10-Q filings (for the ending quarter of each fiscal year we use the 10-K filing). FRACTION_OF_ANNOUNCED_ISSUANCE is the fraction of the announced equity that was actually taken down. COMPLETION_DURATION is the number of quarters that it took the ATM issuer to take down all shares announced in the ATM program. We report two different weighted average market prices based on actual issuance activity reported by ATM issuers. The first (WEIGHTED_AVERAGE_ISSUE_PRICE_ENDOFQUARTER_PRICE_RATIO) is the average market price ATM issuers receive divided by the end-of-quarter closing price. The second (WEIGHTED_AVERAGE_ISSUE_PRICE_QUARTERAVERAGECLOSING_PRICE_RATIO) is the average market price ATM issuers receive divided by the average contemporaneous quarter’s closing price. For these measures, we only consider the ATM issuances for which we have the weighted average market price documented in the issuer’s 10-Q or 10-K, respectively. Annual Consumer Price Index comes from the Federal Reserve Bank of Minneapolis website https://www.minneapolisfed.org/community/financial-and-economic-education/cpicalculator-information/consumer-price-index-and-inflation-rates-1913 and all sales are adjusted for inflation using the year 2008 as the basis. Panel A: All firms FRACTION_OF_ANNOUNCED_ISSUANCE COMPLETION_DURATION (completed only) WEIGHTED_AVERAGE_ISSUE_PRICE_ ENDOFQUARTER_PRICE_RATIO WEIGHTED_AVERAGE_ISSUE_PRICE_ QUARTERAVERAGECLOSING_PRICE_RATIO Mean 0.43 6.21 Median 0.27 6.00 StdDev 0.42 3.36 N 515 191 1.64 1.02 7.74 762 Median 0.34 7.00 StdDev 0.44 3.48 N 258 96 2.23 381 Median 0.13 6.00 StdDev 0.39 3.17 N 257 95 1.04 1.41 381 1.37 Panel B: Greater Than Median Inflation-adjusted Sales Firms Mean FRACTION_OF_ANNOUNCED_ISSUANCE 0.48 COMPLETION_DURATION (completed only) 6.74 WEIGHTED_AVERAGE_ISSUE_PRICE_ ENDOFQUARTER_PRICE_RATIO 1.42 WEIGHTED_AVERAGE_ISSUE_PRICE_ QUARTERAVERAGECLOSING_PRICE_RATIO 1.69 Panel C: Lower Than Median Inflation-adjusted Sales Firms Mean FRACTION_OF_ANNOUNCED_ISSUANCE 0.33 COMPLETION_DURATION (completed only) 5.85 WEIGHTED_AVERAGE_ISSUE_PRICE_ ENDOFQUARTER_PRICE_RATIO 1.28 WEIGHTED_AVERAGE_ISSUE_PRICE_ QUARTERAVERAGECLOSING_PRICE_RATIO 1.58 1.02 1.01 1.00 1.04 4.39 2.14 1.14 998 499 499 35 Table VI Regressions Explaining Dribble-out Behavior Table VI presents estimates from censored quantile regressions of the actual cumulative issuance (the total number of shares issued from start of program through this quarter, relative to the number of shares the firm announced it planned to issue in the original filing) on a set of explanatory variables. QUARTER_COUNTER is the number of quarters since the ATM announcement. STOCK_RETURN_VOLATILITY is the contemporaneous quarter’s standard deviation of daily stock returns. PRIOR_QUARTER_BHARS is the buy-and-hold abnormal returns minus the return of the CRSP value-weighted index including dividends over the quarter preceding the actual cumulative issuance measure’s quarter. CURRENT_QUARTER_BHARS is the buy-and-hold abnormal returns minus the CRSP valueweighted return index including dividends over the quarter of the actual cumulative issuance measure’s quarter. COMMITMENT_DUMMY is equal to one if the firm announces a commitment period for issuance (rather than allowing it to expire at the end of the three-year shelf registration period), and zero otherwise. PRIOR_CUMULATIVE_TAKEDOWN_FRACTION is the total fraction of shares taken down over the announced total, across all preceding quarters of the ATM program. The sample is all firm/quarters (1,436) with sufficient data to run the regression. In separate models, we focus on the following quantiles of the fraction of actual issuance: 80 th (Q80), 85th (Q85), and 90th (Q90). p-values are reported underneath coefficients, in parentheses. a,b,c denote significance levels of 10%, 5%, 1% respectively. For each ATM program, the actual issuance activity is computed up to 12/31/2015. Parameters Intercept QUARTER_COUNTER STOCK_RETURN_VOLATILITY PRIOR_QUARTER_BHARS CURRENT_QUARTER_BHARS COMMITMENT_DUMMY PRIOR_CUMULATIVE_TAKEDOWN_ FRACTION Predicted Mean Value of Dependent Variable Number of firm/quarters Parameter Estimates (1) Q80 0.16c (0.000) -0.01c (0.000) 0.01 (0.423) 0.06 (0.297) 0.12c (0.000) 0.01 (0.631) 0.04c (0.000) 0.176 1,436 Parameter Estimates (2) Q85 0.20c (0.000) -0.02c (0.003) 0.04b (0.049) 0.07 (0.193) 0.20c (0.000) 0.01 (0.735) 0.06c (0.000) 0.257 Parameter Estimates (3) Q90 0.26c (0.000) -0.02c (0.000) 0.06b (0.037) 0.11 (0.147) 0.23c (0.000) 0.02 (0.362) 0.07c (0.000) 0.388 36 Table VII Regressions of Change in Cash on Source(s) of Cash [Cash Savings Behavior out of ATMs and SEOs] Table VII presents the linear regression estimates explaining the difference between cash at the end of the year “t” and cash at the end of the year “t-1”. Sources of cash (i.e., stock issue, debt issue, cash flow, other sources) are measured as of year “t” and are scaled by lagged total assets. Following McLean (2011), STOCK_ISSUE is cash proceeds from share issuance. DEBT_ISSUE is cash proceeds from debt issuances, CASH_FLOW is cash flow from operations. OTHER_SOURCES is all other cash sources, which includes the sales of assets and investments. TOTAL_ASSETS equals the total book value of assets. All are measured as of year “t”. There are two estimation models presented, one for ATMs and one for SEOs. Standard errors are clustered at the firm level. P-values are reported in parentheses underneath coefficients. a,b,c denote significance levels of 10%, 5%, 1%, respectively. Parameters Intercept STOCK_ISSUE DEBT_ISSUE CASH_FLOW OTHER_SOURCES TOTAL_ASSETS R-square Number of firm/quarters Number of clusters (firm level) Parameter Estimates/ATMs (1) -0.04 (0.183) 0.65c (0.000) 0.61c (0.000) -0.40 (0.145) 0.11 (0.257) -0.00 (0.637) 0.229 1,394 347 Parameter Estimates/SEOs (2) -0.14c (0.000) 0.84c (0.000) 0.10 (0.104) -0.47b (0.015) 0.02 (0.749) 0.00a (0.059) 0.821 966 651 37 Online Appendix for “At-The-Market” (ATM) Offerings We present three distinct sections to accompany the manuscript. The first section builds on the analysis of take-down behavior. In addition to exploring (in the main manuscript) the average firm’s cash-savings behavior from ATMs, this appendix shows changes in other “spending accounts” as firms take down shares. The second offers pictorial representation of Ai and Norton analysis of the coefficient(s) on the interaction variable AI*Quality in the (two) logit(s) [of Table IV]. Last, the third section provides a list of the firms in our sample that conduct ATMs and SEOs in 2012 to provide more detail on the companies conducting these types of follow-on offerings. Section A.I. The 65% average cash-savings rate out of ATM issuances (over the first two years following announcement) implied 35% spending. This section illustrates the allocation of ATM issuance proceeds. Table A.I presents changes in most potential uses of ATM issuance proceeds, along with the actual issuance amount. We do so on a quarterly basis, for the quarter of the ATM announcement as well as two years (eight quarters) after.11 We also take the “cumulative” perspective: each presented “change in” quarterly variable is the quarter “t” variable value minus the variable value from the quarter preceding the ATM announcement. Each variable (with exceptions noted) is also relative to total assets, so that the common scaling allows us to speak to the magnitude of the allocation of proceeds to various categories, in common size terms. The potential destinations of proceeds we investigate (i.e. the ratios of the following variables relative to total assets) are: accounts receivable, cash, inventories, net PP&E, 11 Our analysis indicates that most take-down is executed in those first two years. 38 intangibles, R&D expenditures, advertising expenditures, leverage (short plus long-term debt, which is divided by total assets), and dividends. We also present the quarterly cumulative (ATM) issuance proceeds, relative to assets in the quarter preceding the ATM announcement. Finally, we show the percentage growth in the total assets quarter by quarter. The results can be summarized easily. Despite several variables showing increases contemporaneously with proceeds taken down, there are only two variables that positively covary with proceeds by a similar magnitude; total assets and cash. To illustrate pictorially, we present Figure A.I. The three lines that obviously rise together are the total assets growth variable, the cumulative change in cash variable, and the gross proceeds taken down variable. No other category shows any such consistent pattern. Firms appear to hoard the cash proceeds from ATM issuance, consistent with the precautionary motive for issuing equity (McLean (2011)). 39 Table A.I. Financial Ratios Across Quarters – Uses of ATM Proceeds Table A.I. presents the mean values of changes in quarterly financial ratios for our sample of ATMs. Each variable listed (except total assets growth) is first scaled by total assets. This ratio is calculated in quarter -1 (the quarter preceding the event) and in quarter “t” (0, 1, … , 8). The “change variable” is the difference between the quarter “t” ratio and the quarter “-1” ratio. In other words, these are cumulative ratio changes. Total assets growth is the percentage difference between quarter “t” total assets and quarter “-1” total assets. Financials are drawn from Compustat (Fundamentals Quarterly) database. The number of observations for each of the quarters is as follows: Q0: 595 obs, Q1: 488 obs, Q2: 445 obs, Q3: 424 obs, Q4: 400 obs, Q5: 389 obs, Q6: 371 obs, Q7: 345 obs and Q8: 323 obs. All mean values are winsorized at the 1% and the 99% level. Financial ratios trend across quarters 0 1 2 3 4 5 6 7 8 1) 2) 3) 4) 5) 6) 7) 8) 9) .010 .007 .013 .014 .020 .023 .022 .033 .039 .020 .104 .105 .132 .176 .212 .191 .211 .230 .000 .002 .004 .008 .007 .008 .009 .017 .007 Change in intangibles .010 .022 .033 .047 .060 .070 .088 .117 .124 .004 .008 .013 .019 .015 .020 .040 .028 .050 Change in R&D expenditures 0.004 0.006 0.010 0.010 0.013 0.014 0.015 0.022 0.023 .004 .007 .016 .020 .025 .021 .023 .026 .021 Gross proceeds adjusted .046 .083 .101 .118 .131 .143 .160 .166 .168 Change in total leverage .020 .025 .055 .095 .106 .111 .138 .223 .227 .000 .000 .000 .001 .002 .002 .002 .002 .003 .051 .161 .198 .327 .398 .469 .520 .603 .670 Change in receivables Change in cash Change in inventories Change in net PPE Change in advertising expenditures Change in total dividends Total assets growth 40 Figure I Changes in firm characteristics during the ATM take-down period Cumulative change from quarter -1 Figure I presents the quarterly cumulative trends for the financials’ and gross proceeds’ percentage changes appearing in Table V. Quarterly cumulative trends span the time period from quarter -1 to quarter +8 when quarter 0 is the quarter of the announcement of the ATM initialization. Figure I 0.5 0.4 0.3 0.2 0.1 0 -0.1 Q0 Q1 Q2 Q3 Q4 Q5 Quarter number relative to ATM announcement quarter Q6 Change in receivables Change in cash Change in inventories Change in advertising expenditures Change in total leverage Change in dividends Change in net PPE Total assets growth Change in intangibles Gross proceeds adjusted Q7 Q8 Change in R&D expenditures 41 Section A.II. Ai and Norton We present figures of the variation in the coefficient on the AI*Quality interaction term (in models 1 and 2 of the logit regression in Table IV of the paper). Each figure shows the interaction effect as a function of the predicted probability of the dependent latent variable. The presentation of the variation of the interaction effects across all predicted probability values is motivated by the Ai and Norton (2004) correction when interaction effects are present in non-linear estimation models. Interaction effect of Analyst recommendations with accruals quality (Table IV, model 1) estimates of Interaction Effects z-statisticsLogit of Interaction Effects after Logit z-statistic Logit 10 5 0 -5 0 .2 .4 .6 Predicted Probability that y = 1 .8 1 42 Interaction effect of Analyst recommendations’ revisions with accruals quality (Table IV, model 2) estimates of Interaction Effects z-statisticsLogit of Interaction Effects after Logit z-statistic Logit 10 5 0 -5 0 .2 .4 .6 Predicted Probability that y = 1 .8 1 43 Section A.III. List of 2012 ATMs and SEOs This table lists our sample of ATM offerings announced in 2012 (Panel A) and our SEO issues in 2012 (Panel B). Data for ATMs come from The Deal’s PrivateRaise and SEOs are collected from SDC. We report the issuer’s name and trading symbol, the announcement date and gross proceeds (announced in the case of ATMs and issued in the case of SEOs), including both primary and secondary shares, the four-digit SIC code and the respective 49 Fama French industry. 12 Four-digit SIC codes are collected from EDGAR. Trading symbol ASTI ZLCS MHR RVXCF THLD VTUS WAVX ONTY TXCC PTX MXWL ROYL GALE AGEN GNOM LGND HNR ACAD 12 Panel A. 2012 ATMs Issuer name Ascent Solar Technologies Inc. Epirus Biopharmaceuticals Inc. Blue Ridge Mountain Resources Inc. Resverlogix Corp. Molecular Templates Inc. Assembly Biosciences Inc. Wave Systems Corp. Cascadian Therapeutics Inc. Transwitch Corp. Pernix Therapeutics Holdings Inc. Maxwell Technologies Inc. Royale Energy Inc. Galena Biopharma Inc. Agenus Inc. Complete Genomics Inc. Ligand Pharmaceuticals Inc. Harvest Natural Resources Inc. Acadia Pharmaceuticals Inc. Announcement date Announced gross proceeds amount SIC 49 Fama French industry 20120105 5,000,000.00 3674 CHIPS 20120110 15,000,000.00 2834 DRUGS 20120118 20120119 Not disclosed Not disclosed 1311 2834 OIL DRUGS 20120120 2,578,960.00 2834 DRUGS 20120130 20,000,000.00 2834 20120130 20,000,000.00 3577 HARDW 20120203 20120210 50,000,000.00 10,000,000.00 25,000,000.00 8731 3674 2834 BUSSV CHIPS DRUGS 20120216 30,000,000.00 3690 ELCEQ 20120217 50,000,000.00 1311 OIL 20120210 DRUGS 20120217 20120302 10,000,000.00 Not disclosed 2834 2836 DRUGS DRUGS 20120308 30,000,000.00 8731 BUSSV 20120326 30,000,000.00 2834 DRUGS 20120330 20,000,000.00 2834 DRUGS 20120330 75,000,000.00 1311 OIL Using Fama/French 49 groupings (http://mba.tuck.dartmouth.edu/pages/faculty/ken.french/data_library.html) 44 IDRA CZR RPTP SNTA KMR CLWR TZYM EXM ECTE PAA FPP EROC EPD INO MELA RGP ZLCS SGYP HEB AVNR HZNP CERS ACRX OPXA PAA CLDX NVAX Idera Pharmaceuticals Inc. Caesars Entertainment Corp. Raptor Pharmaceuticals Corp. Madrigal Pharmaceuticals Inc. Kinder Morgan Management Inc. Clearwire Corp. Ocera Therapeutics Inc. Excel Maritime Carriers Ltd. Echo Therapeutics Inc. Plains All American Pipeline L.P. FieldPoint Petroleum Corp. Eagle Rock Energy Partners L.P. Enterprise Products Partners L.P. Inovio Pharmaceuticals Inc. Strata Skin Sciences Inc. Regency Energy Partners L.P. Epirus Biopharmaceuticals Inc. Synergy Pharmaceuticals Inc. Hemispherx Biopharma Inc. Avanir Pharmaceuticals Inc. Horizon Pharma Plc. Cerus Corp. AcelRx Pharmaceuticals Inc. Opexa Therapeutics Inc. Plains All American Pipeline L.P. Celldex Therapeutics Inc. Novavax Inc. 20120412 10,000,000.00 2836 DRUGS 20120412 Not disclosed 7011 MEALS 20120430 50,000,000.00 2834 DRUGS 20120504 20120504 500,000,000.00 300,000,000.00 4610 4899 TRANS TELCM 20120507 25,000,000.00 2834 DRUGS 20120509 20,000,000.00 3845 MEDEQ 20120509 300,000,000.00 4610 TRANS 20120530 100,000,000.00 1311 OIL 20120502 20120507 20120516 35,000,000.00 35,000,000.00 Not disclosed 2834 DRUGS 4412 TRANS 1311 OIL 20120531 1,000,000,000.00 1311 OIL 20120601 25,000,000.00 3841 MEDEQ 20120615 20,000,000.00 3841 MEDEQ 20120619 200,000,000.00 1311 20120619 15,000,000.00 2834 DRUGS 20120723 75,000,000.00 2836 DRUGS 20120808 25,000,000.00 2834 DRUGS 20120831 30,000,000.00 7,500,000.00 3841 2834 MEDEQ 20120906 Not disclosed 2834 DRUGS DRUGS DRUGS 20120621 20120814 20120831 30,000,000.00 75,000,000.00 OIL 2834 DRUGS 2834 20120913 500,000,000.00 4610 20120920 20121001 44,000,000.00 50,000,000.00 2835 2836 DRUGS DRUGS TRANS 45 UNIS CNDO PACB GERN MILL MWE VICL Unilife Corp. Fortress Biotech Inc. Pacific Biosciences of California Inc. Geron Corp. Miller Energy Resources Inc. Markwest Energy Partners L.P. ACHN ANTH GENE OMER SCMP PSTI PPHM STEM QTWW WES Vical Inc. Achillion Pharmaceuticals Inc. Anthera Pharmaceuticals Inc. Genetic Technologies Ltd. Omeros Corp. Sucampo Pharmaceuticals Inc. Pluristem Therapeutics Inc. Peregrine Pharmaceuticals Inc. Microbot Medical Inc. Quantum Fuel Systems Technologies Worldwide Inc. Western Gas Partners L.P. 20121003 45,000,000.00 3826 MEDEQ 20121005 30,000,000.00 2834 DRUGS 20121005 20121008 30,000,000.00 50,000,000.00 3826 2834 LABEQ DRUGS 20121012 100,000,000.00 1311 OIL 20121107 600,000,000.00 1311 20121108 50,000,000.00 2834 DRUGS 20121108 25,000,000.00 2834 DRUGS 20121214 60,000,000.00 2834 DRUGS 20121226 95,000,000.00 2836 DRUGS 20121228 30,000,000.00 2836 DRUGS 20121228 5,000,000.00 3714 AUTOS 20121228 125,000,000.00 5,254,078,960.00 1311 OIL SIC 49 Fama French industry OIL 20121107 20121116 20121221 20121227 50,000,000.00 Not disclosed 20,000,000.00 75,000,000.00 OIL 2836 DRUGS 2836 DRUGS 2834 DRUGS 2834 DRUGS Panel B. 2012 SEOs Trading symbol GEVA VNR NAT SAVE NBIX ZIOP Issuer name Synageva BioPharma Corp Vanguard Natural Resources LLC Nordic American Tankers Ltd Spirit Airlines Inc Neurocrine Biosciences Inc ZIOPHARM Oncology Inc Issue date Gross proceeds 78,261,000.00 2836 20120118 197,773,000.00 1311 20120119 159,500,000.00 4512 20120120 50,180,000.00 20120105 20120119 20120119 77,550,000.00 76,950,000.00 DRUGS 4400 TRANS 2836 DRUGS 2834 DRUGS TRANS 46 TSRX FRAN REXX RDEA OCZ SBH ANAC RMTI WNS EXEL IRWD HALO ALNY PMFG OYOG BDE PLX ACHN GNRC CIE GNK CFX VVUS LUFK FOLD GPRE IPGP TAL Trius Therapeutics Inc Francesca's Holdings Corp Rex Energy Corp Ardea Biosciences Inc OCZ Technology Group Inc Sally Beauty Holdings Inc Anacor Pharmaceuticals Inc Rockwell Medical Technologies WNS(Holdings)Ltd Exelixis Inc Ironwood Pharmaceuticals Inc Halozyme Therapeutics Inc Alnylam Pharmaceuticals Inc PMFG Inc Oyo Geospace Corp Black Diamond Inc Protalix Biotherapeutics Inc Achillion Pharmaceuticals Inc Generac Holdings Inc Cobalt Intl Energy Inc Genco Shipping & Trading Ltd Colfax Corp VIVUS Inc Lufkin Industries Inc Amicus Therapeutics Inc Green Plains Renewable Energy IPG Photonics Corp TAL International Group Inc 20120126 20120126 20120131 45,150,000.00 239,200,000.00 64,750,000.00 2834 DRUGS 20120201 144,500,000.00 2834 DRUGS 20120207 108,000,000.00 3572 HARDW 20120208 21,450,000.00 2834 DRUGS 20120209 20120209 98,513,000.00 60,500,000.00 7389 8731 20120207 20120209 20120210 422,000,000.00 17,528,000.00 79,223,000.00 5600 1311 RTAIL OIL 5990 RTAIL 3845 MEDEQ 2834 DRUGS BUSSV BUSSV 20120210 72,148,000.00 2836 DRUGS 20120214 20120215 20120215 80,625,000.00 41,600,000.00 106,644,000.00 2834 3589 DRUGS MACH 20120216 58,125,000.00 3949 TOYS 20120216 20120221 23,625,000.00 250,336,000.00 2836 DRUGS 20120222 59,000,000.00 3621 ELCEQ 20120223 1,456,000,000.00 1311 4412 3561 2834 OIL TRANS MACH DRUGS 20120229 198,125,000.00 3560 MACH 20120301 57,000,000.00 2834 2860 DRUGS CHEMS 20120301 162,900,000.00 3674 CHIPS 20120302 110,700,000.00 7359 BUSSV 20120223 20120228 20120229 20120301 53,250,000.00 272,000,000.00 202,500,000.00 31,230,000.00 3829 LABEQ 2834 DRUGS 47 JAZZ INVN AMLN QLTY SBAC AYR ALKS NOR SB VLCCF GNC LNG XPO FLT OGXI ARGN NLSN FRGI GALT CMRE HERO KORS DG TNGO ZNGA DNKN DSCI SBAC CLVS SKM Jazz Pharmaceuticals PLC InvenSense Inc Amylin Pharmaceuticals Inc Quality Distribution Inc SBA Communications Corp Aircastle Ltd Alkermes PLC Noranda Aluminum Holding Corp Safe Bulkers Inc Knightsbridge Tankers Ltd GNC Holdings Inc Cheniere Energy Inc XPO Logistics Inc FleetCor Technologies Inc OncoGenex Pharmaceuticals Inc Amerigon Inc Nielsen Holdings NV Fiesta Restaurant Group Inc Galectin Therapeutics Inc Costamare Inc Hercules Offshore Inc Michael Kors Holdings Ltd Dollar General Corp Tangoe Inc Zynga Inc Dunkin Brands Group Inc Derma Sciences Inc SBA Communications Corp Clovis Oncology Inc SK Telecom Co Ltd 20120305 20120306 393,774,000.00 96,525,000.00 2834 3674 DRUGS CHIPS 20120307 65,000,000.00 4213 TRANS 20120307 20120307 20120308 285,238,000.00 65,500,000.00 346,500,000.00 4890 7359 2834 TELCM BUSSV DRUGS 20120313 20120313 107,100,000.00 32,500,000.00 3334 4412 STEEL TRANS 20120313 569,500,000.00 5400 RTAIL 20120314 20120315 20120320 20120307 20120313 20120314 20120314 203,060,000.00 34,744,000.00 DRUGS 4400 TRANS 1311 4700 OIL TRANS 219,000,000.00 7389 BUSSV 20120320 49,980,000.00 70,150,000.00 907,500,000.00 2835 3714 DRUGS AUTOS 20120321 72,500,000.00 5812 MEALS 20120322 20120322 10,435,000.00 105,750,000.00 2834 4412 DRUGS TRANS 20120322 1,175,000,000.00 3100 CLTHS 20120327 20120328 20120328 1,131,250,000.00 148,000,000.00 515,630,000.00 5331 7372 7374 RTAIL SOFTW BUSSV 20120329 778,800,000.00 5810 3841 MEALS MEDEQ 20120402 263,813,000.00 4890 2834 TELCM DRUGS 20120403 285,187,000.00 4812 CHIPS 20120322 20120402 20120403 317,100,000.00 126,000,000.00 2834 102,000,000.00 19,656,000.00 75,000,000.00 7389 BUSSV 1381 OIL 48 CKEC PCRX FRAN TNP GWRE PKT PHMD TSPT MX IGTE TRS NMM TAL SBH KTOS ULTA SXCI WWWW PETD ANGI ACHC ARNA SANW CSII ALXN GMAN BMRN ELGX Carmike Cinemas Inc Pacira Pharmaceuticals Inc Francesca's Holdings Corp Tsakos Energy Navigation Ltd Guidewire Software Inc Procera Networks Inc PhotoMedex Inc Transcept Pharmaceuticals Inc MagnaChip Semiconductor Corp iGATE Corp TriMas Corp Navios Maritime Partners LP TAL International Group Inc Sally Beauty Holdings Inc Kratos Defense & Security Ulta Salon Cosmetic & SXC Health Solutions Corp Web.com Group Inc Petroleum Development Corp Angie's List Inc Acadia Healthcare Co Inc Arena Pharmaceuticals Inc S&W Seed Co Cardiovascular Systems Inc Alexion Pharmaceuticals Inc Gordmans Stores Inc BioMarin Pharmaceutical Inc Endologix Inc 20120404 52,000,000.00 7830 2834 DRUGS 20120417 248,400,000.00 5600 4412 RTAIL TRANS 20120418 226,000,000.00 7371 SOFTW 20120419 20120423 94,500,000.00 27,552,000.00 7371 3845 SOFTW MEDEQ 20120501 20120501 20120502 79,800,000.00 27,450,000.00 83,000,000.00 3674 7371 3460 CHIPS SOFTW FABPR 20120503 62,720,000.00 4412 TRANS 20120503 193,750,000.00 7359 BUSSV 20120509 100,000,000.00 3760 GUNS 20120509 588,000,000.00 5990 7372 RTAIL SOFTW 20120510 122,000,000.00 7372 SOFTW 20120515 109,725,000.00 7310 BUSSV 20120412 20120418 20120426 20120508 20120510 20120515 20120515 58,500,000.00 65,000,000.00 40,500,000.00 399,000,000.00 471,120,000.00 172,250,000.00 127,875,000.00 FUN 2834 DRUGS 5990 RTAIL 1311 OIL 8093 HLTH 20120516 20120518 60,500,000.00 5,500,000.00 2834 100 DRUGS AGRIC 20120522 20120524 16,020,000.00 465,100,000.00 3841 MEDEQ 20120525 50,979,000.00 5600 RTAIL 36,180,000.00 3841 20120531 20120531 235,820,000.00 2834 DRUGS 2834 DRUGS MEDEQ 49 DG TGI FLT TFM DDD AEGR SHO IHS OMER ELLI TMH OSUR GEVA IMGN TEU SUSS BV SBH DCIX SPLK SSNC IMMY XNPT SPF BNNY MAPP SAVE IDIX ROSG AYR CHTR Dollar General Corp Triumph Group Inc FleetCor Technologies Inc Fresh Market Inc 3D Systems Corp Aegerion Pharmaceuticals Inc Sunstone Hotel Investors Inc IHS Inc Omeros Corp Ellie Mae Inc Team Health Holdings Inc Orasure Technologies Inc Synageva BioPharma Corp ImmunoGen Inc Box Ships Inc Susser Holdings Corp Bazaarvoice Inc Sally Beauty Holdings Inc Diana Containerships Inc Splunk Inc SS&C Technologies Holdings Inc Imprimis Pharmaceuticals XenoPort Inc Standard Pacific Corp Annies Inc MAP Pharmaceuticals Inc Spirit Airlines Inc Idenix Pharmaceuticals Inc Rosetta Genomics Ltd Aircastle Ltd Charter Communications Inc 20120605 1,402,500,000.00 5331 RTAIL 20120607 20120612 20120613 249,750,000.00 506,674,000.00 99,900,000.00 7389 5411 7372 BUSSV RTAIL SOFTW 20120614 50,150,000.00 2834 DRUGS 869,565,000.00 30,000,000.00 52,728,000.00 7370 2834 7372 SOFTW DRUGS SOFTW 7363 BUSSV 20120606 274,461,000.00 3720 AERO 20120619 114,950,000.00 20120629 191,600,000.00 75,030,000.00 3841 MEDEQ 20120710 20120712 20120713 100,034,000.00 100,000,000.00 30,000,000.00 2836 2834 4412 DRUGS DRUGS TRANS 20120717 20120717 180,000,000.00 130,900,000.00 5412 7372 RTAIL SOFTW 20120719 20120719 50,625,000.00 331,770,000.00 4412 7372 TRANS SOFTW 20120719 173,250,000.00 7372 SOFTW 20120725 20120725 267,837,000.00 40,000,000.00 2834 2834 DRUGS DRUGS 20120801 20120801 52,000,000.00 193,535,000.00 2834 4512 DRUGS TRANS 20120802 176,000,000.00 2834 DRUGS 20120807 106,375,000.00 7359 BUSSV 20120621 20120627 20120627 20120710 20120718 20120731 20120731 20120802 20120808 582,295,000.00 70,875,000.00 124,575,000.00 27,500,000.00 368,750,000.00 7011 MEALS 5990 RTAIL 1531 2000 CNSTR FOOD 2834 DRUGS 4841 TELCM 50 EXAS INFI UNXL DNKN GNC TRS GET FLDM MCP MHO WCRX SPSC Z VCRA ET VNR HK TMH GWR SAAS TGH ASGN RP AREX THR KORS KEYW EXP POST DG Exact Sciences Corp Infinity Pharmaceuticals Inc Uni-Pixel Inc Dunkin Brands Group Inc GNC Holdings Inc TriMas Corp Gaylord Entertainment Co Fluidigm Corp Molycorp Inc M/I Homes Inc Warner Chilcott PLC SPS Commerce Inc Zillow Inc Vocera Communications Inc ExactTarget Inc Vanguard Natural Resources LLC Halcon Resources Corp Team Health Holdings Inc Genesee & Wyoming Inc inContact Inc Textainer Grp Hldg Ltd On Assignment Inc RealPage Inc Approach Resources Inc Thermon Group Holdings Inc Michael Kors Holdings Ltd The KEYW Holding Corp Eagle Materials Inc Post Holdings Inc Dollar General Corp 20120808 53,625,000.00 8731 2834 3679 DRUGS CHIPS 20120809 20120809 20120813 661,342,000.00 387,500,000.00 32,715,000.00 5810 5400 3460 MEALS RTAIL FABPR 20120813 20120816 20120817 20120905 225,725,000.00 52,155,000.00 120,000,000.00 38,786,000.00 4833 3826 1000 1531 TELCM LABEQ MINES CNSTR 20120905 563,673,000.00 2834 DRUGS 20120906 20120906 53,600,000.00 172,000,000.00 7372 7389 SOFTW BUSSV 20120911 168,750,000.00 7372 SOFTW OIL 20120809 20120809 20120906 20120912 76,850,000.00 16,315,000.00 138,719,000.00 165,060,000.00 BUSSV 3669 CHIPS 1311 OIL 20120912 245,000,000.00 1311 7363 BUSSV 20120913 20120913 226,625,000.00 35,000,000.00 4011 7372 TRANS SOFTW 20120913 236,250,000.00 7359 BUSSV 20120913 20120914 20120919 87,944,000.00 99,400,000.00 152,500,000.00 7363 7372 BUSSV SOFTW 20120920 220,000,000.00 3620 ELCEQ 20120924 1,219,000,000.00 3100 7373 CLTHS SOFTW 20120927 20120927 139,500,000.00 206,668,000.00 3241 2040 BLDMT FOOD 20120927 1,863,000,000.00 5331 RTAIL 20120912 20120924 224,400,000.00 86,950,000.00 1311 OIL 51 EMKR TSLA WAIR SBAC BGS SFL MFRM WAGE RIGL BLOX LPI EEQ CMRE ANAC PANW PBYI MM NAV OREX IMOSD AWI GNC MRC TUMI MAKO ROC SEE NOW VGR PRLB CYNO EMCORE Corp Tesla Motors Inc Wesco Aircraft Holdings Inc SBA Communications Corp B&G Foods Inc Ship Finance International Ltd Mattress Firm Holding Corp WageWorks Inc Rigel Pharmaceuticals Inc Infoblox Inc Laredo Petroleum Holdings Inc Enbridge Energy Management Llc Costamare Inc Anacor Pharmaceuticals Inc Palo Alto Networks Inc Puma Biotechnology Inc Millennial Media Inc Navistar International Corp Orexigen Therapeutics Inc ChipMOS Tech(Bermuda)Ltd Armstrong World Industries Inc GNC Holdings Inc MRC Global Inc Tumi Holdings Inc MAKO Surgical Corp Rockwood Holdings Inc Sealed Air Corp ServiceNow Inc Vector Group Ltd Proto Labs Inc Cynosure Inc 20120928 20120928 8,700,000.00 195,652,000.00 3674 3711 CHIPS AUTOS 20120928 24,570,000.00 5072 WHLSL 20121001 20121002 285,426,000.00 109,782,000.00 4890 2000 TELCM FOOD 20121003 20121003 141,091,000.00 105,000,000.00 5712 7389 RTAIL BUSSV 20121003 20121004 130,008,000.00 100,000,000.00 2834 7374 DRUGS SOFTW 20121011 253,125,000.00 1311 1311 4412 OIL OIL TRANS 20121017 24,000,000.00 2834 DRUGS 20121017 302,400,000.00 3577 HARDW 20121023 141,500,000.00 7311 3711 BUSSV AUTOS 20121025 60,500,000.00 2834 DRUGS 20121026 25,250,000.00 3674 CHIPS 440,000,000.00 213,110,000.00 5084 3100 20121002 20121012 20121016 20121018 20121024 91,500,000.00 40,000,000.00 98,000,000.00 120,000,000.00 200,000,000.00 20121107 20121107 265,200,000.00 412,983,000.00 20121113 40,002,000.00 20121108 20121108 20121114 20121114 20121114 20121115 20121115 20121116 296,391,000.00 250,945,000.00 392,000,000.00 90,487,000.00 111,600,000.00 65,600,000.00 4412 TRANS 2834 DRUGS 3089 5400 RUBBR RTAIL 3842 MEDEQ 2800 3089 7372 2111 CHEMS RUBBR SOFTW SMOKE WHLSL CLTHS 3440 3845 BLDMT MEDEQ 52 CJES CHTR FLT CAP NXST SUPN RRTS KAR PRGX MHR DSCI AVGO ACHC CONN HTZ HCA ST G YNDX TTS KOS ZAP INFI RBC SRPT LPTN TMH CLDX C&J Energy Services Inc Charter Communications Inc FleetCor Technologies Inc CAI International Inc Nexstar Broadcasting Group Inc Supernus Pharmaceuticals Inc Roadrunner Transp Sys Inc KAR Auction Services Inc PRGX Global Inc Magnum Hunter Resources Corp Derma Sciences Inc Avago Technologies Ltd Acadia Healthcare Co Inc Conn's Inc Hertz Global Holdings Inc HCA Holdings Inc Sensata Tech Hldg NV Genpact Ltd Yandex NV Tile Shop Holdings Inc Kosmos Energy Ltd Harbinger Group Inc Infinity Pharmaceuticals Inc Regal Beloit Corp Sarepta Therapeutics Inc Lpath Inc Team Health Holdings Inc Celldex Therapeutics Inc 20121119 20121120 60,986,000.00 213,590,000.00 1389 4841 TELCM 20121127 235,125,000.00 7389 BUSSV 20121129 74,000,000.00 4833 TELCM 20121130 48,000,000.00 2834 DRUGS 20121205 20121205 236,250,000.00 39,933,000.00 5500 8700 RTAIL BUSSV 20121206 23,500,000.00 1311 3841 OIL MEDEQ 20121206 741,406,000.00 3674 CHIPS 20121206 20121207 237,974,000.00 147,125,000.00 8093 5731 HLTH RTAIL 20121210 1,059,200,000.00 8062 20121212 20121128 20121205 20121206 20121210 75,000,000.00 60,375,000.00 31,661,000.00 7359 BUSSV 4731 TRANS 7510 PERSV 3823 8742 7370 LABEQ BUSSV SOFTW 67,500,000.00 5700 RTAIL 20121213 112,850,000.00 1311 3690 OIL ELCEQ 20121213 20121213 150,000,000.00 184,250,000.00 2834 3621 DRUGS ELCEQ 20121214 20121214 125,000,000.00 11,830,000.00 2834 3841 DRUGS MEDEQ 20121219 231,600,000.00 7363 BUSSV 20121211 20121211 20121211 20121213 20121221 790,000,000.00 OIL 299,500,000.00 170,212,000.00 106,700,000.00 150,000,000.00 79,925,000.00 43,759,264,000.00 HLTH 2835 DRUGS 53 54