Spotify considers directly selling its shares to the retail public with no underwriter involvement.

Rose Prince

2018-01-08 10:37:00 Mon ET

Spotify considers directly selling its shares to the retail public with no underwriter involvement. The music-streaming company plans a direct list on NYSE in lieu of a hot IPO. This alternative procedure can be cheaper, faster, and less legally risky to the issuer. The issuer may then lose its first-day price run-up in a hot IPO, which seldom benefits anyone apart from the institutional investors who receive an initial allocation of shares. In contrast, most startups file for an IPO through investment banks. These underwriters round up institutional investors to buy the issuer's fresh shares in order to establish a fair market price. Through a promotional roadshow, the underwriters commit to covering these new shares in their due diligence and fair valuation. The underwriters receive a considerable bounty in the order of 3%-5% of the IPO price (e.g. $300 million fee-payment to Alibaba's underwriters).

As cash-rich companies such as Spotify, Uber, and Airbnb have little incentive to raise capital via IPOs, these cash cows prefer to directly list on stock exchanges. Spotify can thus bypass firm commitment on the part of IPO-fee-driven investment banks. Nevertheless, the direct list may expose Spotify to bear raid by short-sellers, little underwriter liability, and less blue-sky transparency. This direct list option may attract more unicorns into the U.S. public stock market.

 


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