Spotify Moving Closer to Direct NYSE Listing

A direct listing would allow Spotify to avoid the hefty underwriting fees of a traditional IPO while providing liquidity to shareholders.
Matthew HellerDecember 21, 2017

The U.S. Securities and Exchange Commission is expected to clear the way for music-streaming service Spotify to go public using the unusual method of a direct listing.

Such a listing allows a company to avoid a traditional initial public offering where new shares are issued to raise capital and the issuer has to pay hefty underwriting fees. Instead, the company merely makes existing shares available on an exchange so they can be traded.

Before Spotify can directly list its shares, the New York Stock Exchange must win approval from the SEC to change its rules. “The NYSE has applied for such a change and the SEC has indicated to Spotify it’s likely to approve,” The Wall Street Journal reported.

The commission has not yet made an official decision and “could potentially reject [the NYSE’s proposal] or ask for further amendments,” the WSJ cautioned. “Spotify could also still change its mind and decide to delay or even not move forward with a direct listing.”

Spotify, which was valued at $8.5 billion during a private funding round in 2015, now has a valuation closer to $20 billion. It has been targeting March or April for its stock market debut.

Companies have shied away from a direct listing in part because there is a greater risk that the shares could flop since there are no underwriters to set and prop up the price. Nasdaq has completed about half a dozen direct listings since 2006 while the NYSE has had none, according to the two exchanges.

A direct listing may appeal to Spotify because it would provide liquidity to its shareholders.

“The company provides a path for patient investors to sell their shares as soon as the listing is effective,” CNBC said. “There’s no underwriter lock-up and there’s no dilution to existing shareholders because the share count doesn’t increase, as it does with a traditional IPO.”

Nevertheless, Spotify would still be required to go through pre-listing hoops including due diligence and prospectus drafting and, after it is listed, would be subject to quarterly financial reporting and accountable to many more shareholders.