Spotify's using a 'novel method' to go public, and it means the stock price could 'decline significantly and rapidly'

Spotify CEO Daniel Ek worried sad

Spotify's direct public offering is set for Tuesday morning, and tech companies, traders and investors will be watching to see how the company's "novel method" for going public goes.

The firm is listing on the NYSE without underwriters, without a set price, without a set level of supply of shares, and without a lock-up on existing investors.

Daniel Ek, chairman and CEO of Spotify, addressed Spotify's unusual method for going public in a note on Monday, setting out why Spotify is doing things a little differently. He said:

"Normally, companies ring bells. Normally, companies spend their day doing interviews on the trading floor touting why their stock is a good investment. Normally, companies don’t pursue a direct listing. While I appreciate that this path makes sense for most, Spotify has never been a normal kind of company. As I mentioned during our Investor Day, our focus isn’t on the initial splash. Instead, we will be working on trying to build, plan, and imagine for the long term."

Here's how the process differs:

No set price range:

Spotify's planning on using private market transactions to guide shareholders towards an opening public stock price. Still, the range for private transactions between January 1 and February 22 was $90 to $132.50, a wide range. (Mark Mahaney, analyst at RBC Capital Markets, has a $220 price target on the stock.)

From Spotify's F-1 filing:

"This lack of an initial public offering price could impact the range of buy and sell orders collected by the NYSE from various broker-dealers. Consequently, the public price of our ordinary shares may be more volatile than in an underwritten initial public offering and could, upon listing on the NYSE, decline significantly and rapidly."

No set supply:

There also isn't a set supply of securities available. From the F-1 filing:

"There is not a fixed number of securities available for sale. Therefore, there can be no assurance that any Registered Shareholders or other existing shareholders will sell any or all of their ordinary shares and there may initially be a lack of supply of, or demand for, ordinary shares on the NYSE. Alternatively, we may have a large number of Registered Shareholders or other existing shareholders who choose to sell their ordinary shares in the near-term resulting in oversupply of our ordinary shares, which could adversely impact the public price of our ordinary shares once listed on the NYSE."

No lock-up:

And key existing shareholders aren't barred from selling shares with the exception of TME and Tencent, as they normally would be.

"None of our Registered Shareholders or other existing shareholders have entered into contractual lock-up agreements or other contractual restrictions on transfer, except for TME and Tencent. In an underwritten initial public offering, it is customary for an issuer’s officers, directors, and most of its other shareholders to enter into a 180 day contractual lock-up arrangement with the underwriters to help promote orderly trading immediately after listing. Consequently, any of our shareholders, including our directors and officers who own our ordinary shares and other significant shareholders, may sell any or all of their ordinary shares at any time (subject to any restrictions under applicable law), including immediately upon listing. If such sales were to occur in a significant quantum, it may result in an oversupply of our ordinary shares in the market, which could adversely impact the public price of our ordinary shares."

No institutional investors?

Spotify says in the filing that individual investors may have more influence over the opening price than institutional investors, and that this could result in a public price that's higher than big money investors want to pay. That could in turn lead them to short the stock.

"Moreover, because of our listing process and the broad consumer awareness of Spotify, individual investors may have a greater influence in setting the opening public price and subsequent public prices of our ordinary shares on the NYSE and may have a higher participation in our listing than is typical for an underwritten initial public offering. This could result in a public price of our ordinary shares that is higher than other investors (such as institutional investors) are willing to pay. This could cause volatility in the trading price of our ordinary shares and an unsustainable trading price if the price of our ordinary shares significantly rises upon listing and institutional investors believe the ordinary shares are worth less than retail investors, in which case the price of our ordinary shares may decline over time. Further, if the public price of our ordinary shares is above the level that investors determine is reasonable for our ordinary shares, some investors may attempt to short the ordinary shares after trading begins, which would create additional downward pressure on the public price of our ordinary shares."

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