Why Spotify Doesn't Want a Stock Pop on Its First Day of Trading – Bloomberg

Spotify has avoided the traditional route to becoming a public market company at every stage. Listing day is going to be no different.

A successful trading debut for the music-streaming company won’t be judged on whether the shares jump 30 percent — the usual benchmark for a triumphant initial public offering. Instead, Spotify Technology SA and its advisers would prefer a less exciting outcome, according to people familiar with the matter.

For Spotify, a favorable first day won’t be defined by how much the share price climbs from the open to the close, said the people, who asked not to be identified because the matter is private. Instead, its goal is to have the stock look like it would on a run-of-the-mill day — with shares trading efficiently with little volatility as soon as possible.

That’s in line with why Chief Executive Officer Daniel Ek has said Spotify chose a direct listing, to avoid “the pomp and circumstance” of an IPO. Still, the company has drummed up the most noise around an alternative means of going public since Google Inc. sold stock in a Dutch auction, in which investors submitted bids over the Internet, fax and telephone. And Spotify is poised to be of a comparable size.

While Spotify’s exact valuation won’t be determined until Tuesday, the stock is likely to trade at a market value of about $25 billion, the people said. Spotify declined to comment.

The best case scenario would be modest intraday movement with trading volume similar to a typical IPO, in which 50 percent to 100 percent of tradable shares change hands, the people said. The worst would be a stock that swings wildly or lacks the available shares to trade smoothly.

Unlike a traditional IPO, Spotify won’t sell a set number of shares at a specific price to a known list of investors before trading starts. The company’s first public share price will be determined at the opening bell by the supply of shares that existing holders are willing to sell, as well as demand for them.

Share Float

The portion of shares that can be floated is much greater than in an IPO — about 90 percent — and, except for Tencent Holdings Ltd., there’s no lockup period. That means insiders don’t have to wait months to sell their holdings. As of March 21, Spotify had 178.1 million ordinary shares outstanding, according to a filing. While almost all existing ordinary stock holders can sell, none of them have to.

Spotify’s stock is getting off the ground with the help of advisers Goldman Sachs Group Inc., Morgan Stanley and Allen & Co. and designated market maker Citadel Securities LLC.

With the direct listing, there’s no bank acting as a stabilization agent, the firm that oversees first-price setting and has the ability to help buoy a tumbling stock by buying shares. Instead, Morgan Stanley has been mandated to help Citadel determine the open price based on supply and demand intel gleaned from conversations with existing and potential investors.

In a typical IPO, the supply side of the equation doesn’t usually change much. The company and potentially a few existing shareholders offer a set number of shares at a valuation they think the market will bear. Then underwriters hammer out how many shares investors want and at what price.

No Guarantee

With Spotify, there’s no predetermined supply and the company isn’t selling in the offering. The company’s advisers have had to work a long list of existing investors to try to discern whether they might sell and at what price — with no guarantee that they won’t change their minds. Those conversations with investors — venture capitalists, institutional investors and family offices — took more than six weeks, the people said.

The advisers have done the same with potential buyers, the people said. In addition to the familiar conversations about potential share price, they’ve discussed the process itself and getting shares in a tradable format with buyers and sellers having the correct accounts.

A key aim has been getting as many of the existing shareholders who want to sell to agree to do so as quickly as possible, even before the open price is set, the people said. That could help manage volatility and generate sufficient supply to ward off a liquidity squeeze, in which a shortage of shares runs up their price.

Tech Sell-Off

Getting shares to change hands swiftly could also help avoid any ill effects of this year’s U.S. tech sell-off and broader market volatility as President Donald Trump imposed tariffs and threatened Amazon.com Inc. Facebook Inc. privacy flaws were also revealed in connection to a firm that worked with Trump’s 2016 campaign.

The Nasdaq 100 fell 2.9 percent on Monday and the Cboe Volatility Index jumped to 23. Those worries aren’t expected to affect Spotify’s first day of trading, though, the people said.

The trading desks at Morgan Stanley and Goldman Sachs are expected to see a lot of the transaction volume after Spotify’s shares start trading, the people said.

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