IPO alternatives appear to be alive and well as we learn from press reports that unicorn music service Spotify may go public through a “self-filing,” also known as a “direct listing.” In my first book, over 10 years ago, I talked at length about the potential value of this very straightforward technique. Assuming you otherwise qualify for an exchange listing, you simply file to register some already outstanding shares for trading, without raising new money, and off you go. Recent self-filers include Coronado Biosciences.
What is the main benefit of most IPOs? Raising money. Apparently Spotify, having raised $1 billion, is good on that front. Then why do they want to go public? We can only speculate as to Spotify’s reasons, but the most common reasons are to raise more money in the future, to make acquisitions easier using public stock as currency, to reward executives with valuable stock options, and to create a path to liquidity for those who have founded and built the company.
Through this process, Spotify saves dilution from IPO investors and the cost of underwriters. Why raise money you don’t need? Since reverse mergers, which also can be used in the “no need to raise money” scenario, are much more difficult to do these days, self-filings deserve some attention.
It appears the initial public offering market is indeed waking up. Last Thursday, Snap Inc. raised $3.4 billion in its IPO onto the New York Stock Exchange. OK not the biggest ever, since Alibaba raised almost $22 billion in 2014. But it’s the biggest tech IPO since the Amazon of China smashed the records. Snap, which of course owns the wildly popular app Snapchat, sold IPO shares at $17 and closed up over 40% on the first day. It rode up a little the next few days and is now back to where it closed on Thursday. Still pretty good. The company is valued now at roughly $24 billion. Three years ago Facebook offered to buy the company for $3 billion.
In a funny side story, several other companies with “Snap” in their name also shot up on Thursday in apparent investor confusion. That includes Snap Interactive, another app company, and Snap-On, the well-known tool company. Will we see trademark infringement cases? Not likely.
Another interesting sidenote was the detailed disclosure in the Snap IPO filing about cybersecurity. They admitted that the supposedly “disappearing” posts on Snapchat remain on their servers, and they admitted they have been hacked in the past. They further acknowledged that they collect a bunch of data on how people use the site, who they communicate with and the like. They have also been required by regulators to work harder to ensure that children under 13 don’t have Snapchat accounts.
So let’s give an attaboy to the Snap folks, their underwriters and the market as this huge offering hopefully will further strengthen the rebounding IPO market.
On July 20, 2012, as required by Section 106 of the JOBS Act, the SEC released its study on the effects of decimalization (i.e., the trading and quoting of securities in increments of $.01) on initial public offerings and the liquidity of small-cap and middle-cap company securities.
In conducting its study, the SEC took a three-pronged approach consisting of (a) a review of empirical studies regarding tick size and decimalization, (b) participation in discussions held as part of a meeting of the SEC Advisory Committee on Small and Emerging Companies concerning the impact of market structure on small- and mid-cap companies and on IPOs, and (c) a survey of tick-size conventions in non-US markets.
Continue reading SEC Report to Congress On Decimalization: Prelude or Punt?