• Home
  • Latest
  • Fortune 500
  • Finance
  • Tech
  • Leadership
  • Lifestyle
  • Rankings
  • Multimedia

Trendingnow

1

MacKenzie Scott alone accounted for one-third of America's $19.2 billion in megagifts last year

2

As Big Tech showers employees with perks to win the talent war, Nvidia built a nearly $5 trillion company by making people pay for their own lunch

3

Philanthropy leader at Warren Buffett and Bill Gates’ Giving Pledge says children of billionaires are pushing them to give their wealth away faster

1

MacKenzie Scott alone accounted for one-third of America's $19.2 billion in megagifts last year

2

As Big Tech showers employees with perks to win the talent war, Nvidia built a nearly $5 trillion company by making people pay for their own lunch

3

Philanthropy leader at Warren Buffett and Bill Gates’ Giving Pledge says children of billionaires are pushing them to give their wealth away faster
TechTerm Sheet

The Risky Side of Spotify’s Unusual IPO Plans

By
Erin Griffith
Erin Griffith
Down Arrow Button Icon
By
Erin Griffith
Erin Griffith
Down Arrow Button Icon
April 7, 2017, 1:38 PM ET
Boom With A View by Erin Griffith: Media and Advertising
Illustration by Aleksandar Savic
Add Fortune on Google for similar content.

This article first appeared in Term Sheet, Fortune’s newsletter on deals and dealmakers. Sign up here.

Spotify is planning to go public, but rather than go through the whole media-circus-road-show ordeal, the company is considering something called a direct listing, according to the Wall Street Journal and Mergermarket. It’s an unusual move among high profile tech companies, who see their public market debuts as a bit of a coming out moment – a time to capture the attention of the business press, investors, potential customers and maybe even potential employees.

In such a deal, Spotify would likely issue no new shares. It wouldn’t have to hire an underwriter. Existing shareholders won’t pre-sell any of their shares to new investors. No lock-up periods or dilution for shareholders. Rather, shares will simply begin trading at their current levels.

If an IPO is like a wedding, a direct listing is running off to elope. A faster, easier, cheaper route to the same result. On Twitter, venture investors applauded the deal: Albert Wenger of Union Square Ventures said “Great to see, we are long overdue for some innovation in the IPO process.” Howard Lindzon of Stocktwits said “Love this from Spotify- more companies should do this and end the lame game of investment bank robbery.”

But the move carries a lot of risk: First-day trading performance is particularly crucial for high-profile listings of consumer tech brands like Spotify, and a direct listing leaves the share performance entirely to chance. There’s no “deal support,” i.e. no guarantee of a nice, healthy first-day pop engineered by careful banker maneuvers. No CNBC commentators gushing that the deal was “priced to perfection.”

Moreover, the IPO process is designed to make it easier for big, long-hold funds to buy into the stock. Companies want their stocks in “safe hands,” aka, the funds that have a long term view and “won’t puke it” at the first earnings miss, an IPO banker explained to me. Big funds like to invest in IPOs because they can get a “starter position” via share allocation and then buy in the open market to get to a full position size. Beyond that, a banker explained, “building a full position from zero takes a long time, especially if 25 of your biggest competitors are doing the same thing. Some funds will just buy the stock like a jerk and push it up, some will just pass completely.”

And lastly, with a direct listing there likely won’t be a “greenshoe” option that allows underwriters to dampen volatility. (Remember how Facebook’s stock tanked on their first day and its bankers kept the price at the IPO level?)

So why take the risk? Perhaps one ugly day or week of trading is worth the savings on the underwriter fees to Spotify. Perhaps this is simply the fastest way to do it, and Spotify is in a hurry: The interest rate on its debt apparently rises by 1% every six months it doesn’t go public. Perhaps the company doesn’t want to be diluted by issuing more shares.

One (unlikely?) theory floating around is that by avoiding a traditional IPO, Spotify can avoid having to issue shares at a discount to its convertible debt holders. The company signed that onerous arrangement last year with TPG and Dragoneer Investment Group. If it never technically holds an IPO, does that mean it TPG and Dragoneer’s debt never converts to equity? The Journal article notes that in such a deal, those terms would have to be renegotiated.

A number of Spotify’s equity holders were dismayed by the debt deal when it happened. But one posited yesterday, “Maybe this was their plan the whole time.”

 

About the Author
By Erin Griffith
See full bioRight Arrow Button Icon
Add Fortune on Google for similar content.

Latest in Tech

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025

Most Popular

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Fortune Secondary Logo
Rankings
  • 100 Best Companies
  • Fortune 500
  • Global 500
  • Fortune 500 Europe
  • Most Powerful Women
  • World's Most Admired Companies
  • See All Rankings
  • Lists Calendar
Sections
  • Finance
  • Fortune Crypto
  • Features
  • Leadership
  • Health
  • Commentary
  • Success
  • Retail
  • Mpw
  • Tech
  • Lifestyle
  • CEO Initiative
  • Asia
  • Politics
  • Conferences
  • Europe
  • Newsletters
  • Personal Finance
  • Environment
  • Magazine
  • Education
Customer Support
  • Frequently Asked Questions
  • Customer Service Portal
  • Privacy Policy
  • Terms Of Use
  • Single Issues For Purchase
  • International Print
Commercial Services
  • Advertising
  • Fortune Brand Studio
  • Fortune Analytics
  • Fortune Conferences
  • Business Development
  • Group Subscriptions
About Us
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • Facebook icon
  • Twitter icon
  • LinkedIn icon
  • Instagram icon
  • Pinterest icon

Latest in Tech

How foodservice giant Sodexo is embracing AI and robotics to reshape the kitchen
NewslettersCIO Intelligence
How foodservice giant Sodexo is embracing AI and robotics to reshape the kitchen
By John KellJuly 1, 2026
3 hours ago
Anthropic CEO Dario Amodei
AIAnthropic
Anthropic’s AI models are back online after a two-week government standoff—settling the company and administration into a fragile truce
By Tristan BoveJuly 1, 2026
3 hours ago
Nikesh Arora, chief executive officer at Palo Alto Networks
SuccessJobs
CEO of $248 billion cybersecurity company says workers are about to face a ‘Darwinian moment’ thanks to AI: Evolve or get cut
By Emma BurleighJuly 1, 2026
4 hours ago
Current price of Ethereum for July 1, 2026
Personal FinanceEthereum
Current price of Ethereum for July 1, 2026
By Joseph HostetlerJuly 1, 2026
6 hours ago
In this photo illustration, a Cisco logo is displayed on a smartphone with Artificial Intellingence (AI) symbols in the background.
AICFO Daily
Cisco is rolling out AI agents to every single one of its 90,000 employees
By Sheryl EstradaJuly 1, 2026
7 hours ago
senate
CommentaryCongress
One rare bipartisan AI bill is moving through Congress. Here’s why it deserves to pass
By Neil Björkman and Betsy BrewerJuly 1, 2026
8 hours ago

Most Popular

MacKenzie Scott alone accounted for one-third of America's $19.2 billion in megagifts last year
Success
MacKenzie Scott alone accounted for one-third of America's $19.2 billion in megagifts last year
By Sydney LakeJune 25, 2026
7 days ago
As Big Tech showers employees with perks to win the talent war, Nvidia built a nearly $5 trillion company by making people pay for their own lunch
Big Tech
As Big Tech showers employees with perks to win the talent war, Nvidia built a nearly $5 trillion company by making people pay for their own lunch
By Marco Quiroz-GutierrezJuly 1, 2026
12 hours ago
Philanthropy leader at Warren Buffett and Bill Gates’ Giving Pledge says children of billionaires are pushing them to give their wealth away faster
Success
Philanthropy leader at Warren Buffett and Bill Gates’ Giving Pledge says children of billionaires are pushing them to give their wealth away faster
By Preston ForeJune 27, 2026
4 days ago
Elon Musk on MacKenzie Scott giving away $26 billion of her fortune: 'Sadly,' it makes the world a worse place
Success
Elon Musk on MacKenzie Scott giving away $26 billion of her fortune: 'Sadly,' it makes the world a worse place
By Sydney LakeJune 29, 2026
2 days ago
The Supreme Court's birthright citizenship ruling hands the U.S. economy a $7.7 trillion win
Newsletters
The Supreme Court's birthright citizenship ruling hands the U.S. economy a $7.7 trillion win
By Diane BradyJuly 1, 2026
10 hours ago
The U.S. Army is opening military bases to private billions — here's why that changes everything for the next 250 years
Commentary
The U.S. Army is opening military bases to private billions — here's why that changes everything for the next 250 years
By Marc AndersenJune 30, 2026
1 day ago

© 2026 Fortune Media IP Limited. All Rights Reserved. Use of this site constitutes acceptance of our Terms of Use and Privacy Policy | CA Notice at Collection and Privacy Notice | Do Not Sell/Share My Personal Information
FORTUNE is a trademark of Fortune Media IP Limited, registered in the U.S. and other countries. FORTUNE may receive compensation for some links to products and services on this website. Offers may be subject to change without notice.