Will Spotify go public without an IPO?



The Wall Street Journal wrote a story that Spotify is “seriously considering” joining the stock market without an IPO. The news was also reported by Mergermarket. The idea would be to go public without the fundraising event; instead, employees and venture capitalists would sell their shares to investors directly.

We are hearing that the plans have not been finalized, but Spotify is open to taking an unusual approach. If they opt to do the “direct listing” described by the WSJ, they would avoid paying fees to the underwriting banks and prevent further share dilution.

They could also avoid the classic “leave money on the table” scenario, where institutional investors and the other high net worth individuals who have access to IPOs reap all the benefits from the first day’s gains. Banks generally recommend that the company “pops,” by trading up 20 percent or so on the first day, but that also means the company could have sold their shares for more.

Spotify also could promote its business ahead of their debut. For IPOs, there are strict SEC rules about talking to the media in the weeks before listing on the stock market.

But the part that doesn’t seem to add up is that Spotify would be willing to forgo the hundreds of millions of dollars they would likely raise in an IPO. It would certainly offset the bankers’ fees and would give them more cash to grow their business and pay down their debts.

“It seems short-sighted and very risky,” said Barrett Daniels, CEO and managing partner at Nextstep Advisory Services. “Don’t they want money?”

When Spotify took on significant debt a year ago, the hope was that they would be ready to go public by now, in order to avoid paying too much interest. There were also other clauses in the agreement which made waiting too long to go public prohibitive.

In February, we reported on Spotify’s difficult financial position and that the company is trying to improve its business model ahead of going public. At the time, Spotify was weighing a plan to delay its IPO to 2018.

But the success of Snap’s debut and other recent IPOs means that the “window” is now open, with more and more companies braving the public markets because of warm investor reception. This week we saw Elevate Credit and Okta list and next week we have Yext.

Spotify, which raised venture funding at an $8.5 billion valuation has some pressure to exceed or at least meet this with its public market cap. It has big name investors, including Accel Partners, Kleiner Perkins, TCV and Founders Fund.

Goldman Sachs is also on the list. While the investment arm is separate than the banking team, the company would likely be unhappy about Spotify circumventing the process and avoiding an IPO.

Spotify is not the only large private tech company that has seemed reluctant go through with an IPO. Uber has always avoided committing to this outcome.

If Spotify were to succeed at its “direct listing,” other companies might follow suit and put pressure on the IPO process to change.

Featured Image: Thomas Trutschel/Photothek/Getty Images



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