What is PlacementTracker?
PlacementTracker is the only research and tracking service that exclusively reports on transactions in the PIPE market. PlacementTracker's mission is to educate investors, corporate executives, and their advisors about Private Placements by Public Companies. To achieve this goal, we provide timely, accurate, and comprehensive information and analysis in an easy-to-understand format. We strive to increase research productivity and investor awareness by continually delivering the simplest and most cost effective information solution on the constantly growing market of Private Placements by Public Companies.

What is the PIPE Market?
PIPE stands for Private Investment in Public Equities. PIPE transactions are also referred to as private placements or direct placements in public companies. PIPE transactions are privately negotiated sales of companies' securities to individual accredited investors or institutional funds. Small and mid-size public companies often use PIPE financing because they can obtain capital from a PIPE transaction faster and cheaper than in a public offering.

Why does PlacementTracker provide research and tracking on PIPE transactions?
Since 1995, small and mid-size public companies have increasingly used PIPE transactions as a financing tool. However, it is a little understood fact that a company's choice of investor and transaction structure speaks volumes about the company's relative strength and prospects for the future. PlacementTracker is the leading research tool that provides every company's private financing activity in an understandable way. PlacementTracker describes the details of every PIPE transaction and analyzes those transactions based on expense and dilution factors. Additionally, PlacementTracker is the best source of information on the institutional and accredited investors who participate in the PIPE market. This information includes detailed contact information, investment parameters and track records for all of the major buyers of PIPE securities.

What type of private placement does PlacementTracker cover?
PlacementTracker covers private placements for public companies closed on or after January 1, 1995. Currently, we only track transactions that have actually closed, and do not present reports on transactions that are merely announced or intended. PlacementTracker additionally does not record private placement transactions with gross proceeds less than $1,000,000.00.

What type of Company does PlacementTracker cover?
PlacementTracker provides transaction reports for publicly traded companies that are listed on a US exchange and publicly report and disclose the terms of their PIPEs. In 2008, we started tracking PIPEs by international companies (without trading on a US exchange). Coverage for companies that trade on AIM, Australian Stock Exchange, Toronto, and Hong King started on January 1, 2008. coverage for all other exchanges started July 1, 2008.

Who should use the PlacementTracker Reports?
Anyone who invests in, advises, or holds a management position in a small or mid-size public company. This includes (but is not limited to) placement agents, hedge fund managers, attorneys, accountants, advisors, and hedge fund of fund managers.

Why should public companies and their management use PlacementTracker?
For an officer or director of a small or mid-size public company, PlacementTracker is a fantastic tool. Until now, public company management has had to invest a lot of time and money educating themselves on the PIPE market prior to seeking financing. More often than not, management would eventually end up hiring expensive third party consultants, brokers, or placement agents to figure out how to structure a transaction and who to approach for funding. Now with PlacementTracker, public company management can easily and cheaply make an informed decision about a PIPE transaction by studying the market, the types of securities sold, and the active investors who participate in this market.

Where does PlacementTracker get its information from?
All of the information in our reports comes directly from SEC filings and public announcements made by the companies themselves. This type of information can be overwhelming to the average financial analyst. The SEC filings for one transaction can be more than 500 pages long. We have trained our skilled team of analysts to be experts at cutting through the "legalese" and uncovering the key terms and pricing for every private placement. The analysts describe these terms in an easy-to-understand language for each report. PlacementTracker eliminates the enormous amount of time and energy that you would spend searching for and understanding this data yourself.

For how long can I view the Reports once I have purchased them?
You can view the Reports as many times as you like during the 24-hour period after you first access it. Once that 24-hour period expires, you will have to buy the Report again if you want to view it. The Reports are designed to be "printer-friendly" and we suggest that you print-out any Report that you purchase from us to make sure that you are able to retain the data after the 24-hour period has expired. Subscribers have unlimited access to all of our Reports.

How often are the Reports updated?
Our highly skilled team of analysts constantly monitors the newswires and SEC filings for breaking news about private placements. We keep an eye on these sources on an hourly basis to track new transactions and provide updates on older transactions. We enter transactions into our database as soon as enough information is available on the transaction to construct a Transaction Report. Our goal at PlacementTracker is to have a Transaction Report available on our site within an hour after the transaction is announced by the company.

Why are some of the recent Transaction Reports incomplete?
In an effort to keep our database as up-to-date as possible, we will often make a Transaction Report available even if we do not have all of the details of the placement. Public companies will often announce a private placement without providing specifics. We make the report available with whatever information is disclosed at the time of the first press release covering the placement and update it as soon as more information becomes available.

What happens if I access an incomplete Transaction Report for a new private placement?
If you purchase an incomplete Transaction Report for a new private placement, you will be alerted before you purchase the Report that it is incomplete and you will be given an option to purchase it in its incomplete format or to cancel the order. If you purchase the incomplete Transaction Report you will be promptly notified by e-mail every time we update that Report. You may then view the updated Report for no additional charge for a period of 7 days from when the update e-mail is sent out. Subscribers may select which individual transactions it would like to receive future updates on.

Why are some of the older Transaction Reports incomplete?
Since PlacementTracker only provides information that is publicly reported, we are limited by the amount of information a company has provided to the public. Although public companies are now required to provide full disclosure on private placement financing, that has not always been the case. Prior to 1997, many small and mid-size public companies used an exemption from SEC registration requirements (known as Regulation S) to sell their securities to foreign investors. Under this exemption, public companies were under no obligation to report the details of these transactions. As a result, some of our older records have limited information (and are usually marked as Regulation S transactions). In addition, some details on certain pre-1997 transactions are unavailable on the EDGAR electronic filing system.

What is the difference between an Investor and an Investment Advisor?
An Investor is our term for an individual, fund, trust, or corporation that makes the actual purchase of the company's securities. (Please note that PlacementTracker covers the investment activities of institutions, and does not cover the activities of specific individuals). An Investment Advisor is our term for a company that manages one or more investment funds.

For example, Quantum Partners LDC is an Investor and Soros Fund Management is its Investment Advisor.

Why do I get an Investment Advisor Report when I request an Investor Report?
When you request an Investor Report, PlacementTracker wants to make sure that you are seeing the whole picture. That is why we give you an Investment Advisor Report. This report provides you details on all of the private placements invested in by the Investment Advisor, who is the actual decision maker for the fund you requested. Since some Investment Advisors manage more than one Investment Fund, it is important to track the history of each Investor at the Investment Advisor level in order to see "the whole picture." This whole picture gives you details on the Institution's investment parameters, preferred investment structure and historical track record since 1995.

For example, if you request an Investor Report on Quantum Partners, you will actually get a report on Soros Fund Management, which is Quantum's Investment Advisor. The report contains the private placement investment history of Quantum Partners, as well as the other funds managed by Soros Fund Management.

Can a public company offer a private financing directly to institutional investors after using PlacementTracker?
Theoretically, a public company can learn everything it needs to know about the PIPE market on PlacementTracker, including details of the types of securities being sold and the investors participating in the market. However, PlacementTracker recommends that a company hire an investment bank that is a registered broker / dealer specializing in PIPE transactions when it is actually ready to offer its securities to the institutional market. The reason for this is that an investment bank is invaluable in structuring the securities and offering and negotiating with the investors.

What if I am not 100% satisfied with the Report I have accessed?
If you are not satisfied with the Report you have accessed, we urge you to notify us at ptsupport@epfr.com. Be sure to include a detailed explanation why you are dissatisfied. Remember - if a Transaction Report on a recent private placement is incomplete, you will be notified by e-mail when we update it and you will be able to access the updated Report.