Spotify Files for IPO Through Direct Listing

The music-streaming service warns that "an active, liquid, and orderly trading market" for its shares "may not initially develop or be sustained.”
Matthew HellerMarch 1, 2018

Music-streaming service Spotify has filed papers to go public while warning that the unusual direct listing of its shares on the New York Stock Exchange may not result in an “active, liquid, and orderly market” for the stock.

In a prospectus filed on Wednesday, the company said it is the leader in streaming music services globally, with 71 million paying subscribers and more than 159 million monthly active listeners (MAUs) as of December 2017. Its closest competitor, Apple Music, lags far behind at 36 million subscribers.

Spotify reported revenue of $4.99 billion in 2017, up from $3.6 billion the previous year. It generates revenue from subscriptions and advertising but it has paid out more than $10 billion in music royalties since its inception in 2008, leaving it with substantial losses.

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“We believe we are still in the early stages of realizing our goal to connect artists and audiences around the world,” Spotify said.

According to The New York Times, Spotify is “one of the most anticipated technology stocks in years” and its initial public offering is evidence of “the maturation of the streaming market that has already begun to revive the long-struggling music industry.”

Investors trading Spotify’s shares in private transactions have valued the company as high as $23 billion, the prospectus said.

The direct listing allows Spotify 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 will merely make existing shares available on the NYSE so they can be traded.

But the prospectus noted that “there can be no assurance” that existing shareholders will sell any or all of their shares and, in the case of a lack of supply, the trading price “may rise to an unsustainable level.”

“In the case of a lack of demand for our ordinary shares, the trading price of our ordinary shares could decline significantly and rapidly after our listing,” Spotify said. “Therefore, an active, liquid, and orderly trading market for our ordinary shares may not initially develop or be sustained.”

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