Spotify has long aired its intention to launch a “direct listing,” where the company would go public without doing an IPO, in which insiders, not the company, sell shares on the stock market. The plan has been scrutinized plenty by the business community—and now the pureplay’s executives have met with U.S. Securities and Exchange Commission officials.
According to Bloomberg, the SEC is “scrutinizing” Spotify’s plan to skip a traditional share sale and list directly on the New York Stock Exchange. Regulators asked for a meeting to get details on what they term “an end-run around an initial public offering.” The company has remained in touch with SEC officials since the meeting, the sources said.
In its story, Bloomberg explains that with a stream of cash from its more than 60 million paying subscribers and awareness among investors, the company isn’t seeking to raise money or make itself known to potential stockholders: key IPO objectives. A direct listing also avoids underwriting fees and restrictions on stock sales by current owners, and doesn’t dilute the holdings of executives and investors.
But it also introduces uncertainty, since underwriters in a typical IPO set a price based on investor feedback and have buyers lined up. Even then, some new issues can be raised. Just a handful of companies have done direct listings over the past decade on the NASDAQ stock market. Spotify would be the biggest, and the first for the New York Stock Exchange.
While standard share sales can move quickly through approval, it’s common for SEC staff to spend more time examining offerings that involve new types of structures or products. It’s possible regulators simply want a better understanding of how Spotify’s listing will work, according to Bloomberg.
Spotify aims to list late this year or early next on the New York Stock Exchange, Bloomberg reports. It has hired Goldman Sachs, Morgan Stanley and Allen & Co. to assess its options. The company has already raised more than $1 billion in equity and obtained a $1 billion convertible loan from investors led by TPG in March 2016.
As Inside Radio reported Aug. 1, TechCrunch, for one, has called the direct listing “a highly unusual move,” adding, “While many companies dread the IPO process, which involves bankers rounding up institutional investors and determining a price for its debut, it is an opportunity to raise money for the company….By skipping this, Spotify is potentially missing out on hundreds of millions in proceeds from the IPO, but it could do a secondary offering to raise cash at a later date.”