Analysis: New immediate listings will not likely spell the dying of IPOs

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(Reuters) – The U.S. Securities and Exchange Commission’s acceptance of capital raisings via immediate listings will be seized on by some startups, however most firms will nonetheless choose for preliminary community offerings (IPOs), capital industry insiders say.

Decorations on a Xmas tree are pictured outside the New York Stock Trade throughout the coronavirus illness (COVID-19) pandemic in the Manhattan borough of New York Town, New York, U.S., December 16, 2020. REUTERS/Carlo Allegri

The financial regulator greenlighted the New York Inventory Exchange’s ask for last week to enable providers to elevate income in stock market debuts through immediate listings, without the need of employing underwriters as is customary with IPOs.

The go was celebrated by Silicon Valley traders, who complain that financial investment bankers normally do a bad task of evaluating need for their IPOs even with charging significant service fees. They issue to the choices this thirty day period of household rental agency Airbnb Inc and food items delivery app DoorDash Inc, whose shares rallied 92% and 142%, respectively, on their to start with day of trading and lifted fears that they still left income on the table in their IPOs.

Bankers say the pop is triggered by the constrained amount of shares available for trading immediately after an IPO, producing a significant hole involving the price Wall Street’s elite shell out to invest in into the featuring and what stock market traders pay out to buy the shares as soon as they start trading.

Immediate listings will not pose this sort of a challenge, since inventory industry investors are allowed to acquire shares instantly issued by the organizations on the to start with day of trading.

“I’m thrilled to see the SEC having a progressive method to the subject. Every person would like to come across much more equilibrium between the listing price tag and the value exactly where it trades, and a little bit additional fairness all-around lockups,” mentioned Jeff Richards, a associate at GGV Capital.

However, direct listings existing a trade-off that will proceed to make IPOs beautiful to numerous firms, cash market industry experts say. While underwriters give corporations certainty of how considerably they will around increase in advance of their IPO, firms that go after money raises through immediate listings will not know how considerably they have raised until eventually their shares commence trading.

“The SEC move is an added advantage, but I assume lots of organizations will however keep on to choose an IPO they will require the underwriters and their introductions to institutional buyers,” stated Anna Pinedo, co-head of legislation firm Mayer Brown’s worldwide cash marketplaces exercise.


IPOs have been on a tear this yr, as corporations rode the stock industry rally that adopted the coronavirus-induced slump. They totaled $220 billion globally, up 25% yr-to-date.

Direct listings that do not allow corporations elevate revenue have been already authorized by the SEC, nevertheless several providers have opted for them. The most superior-profile illustrations of direct listings this yr were being those people of data analytics corporation Palantir Technologies and office computer software maker Asana Inc.

A single motive many companies may perhaps adhere with IPOs is that mature personal companies tend to create a lot less excitement amongst traders than purple-very hot startups, so their probabilities of an outsized very first-working day investing pop are slimmer, cash market authorities say.

Companies also like staying in a position to decide on their trader base throughout their underwriting, allocating extra shares to extended-phrase buyers, these kinds of as mutual resources.

“I consider the bulk of firms will nonetheless endure the regular IPO procedure, but with possible innovation in the structure,” claimed Lender of America Corp’s Neil Kell, chairman of equity capital marketplaces. “The skill of the administration group to choose a certain shareholder foundation at day one is however invaluable.”

Modern tweaks to the IPO system deployed by firms these kinds of as DoorDash concerned using a “hybrid auction” all through the underwriting, in which buyers are asked to specify specifically how considerably they are willing to shell out for the stakes they request. Yet this was not plenty of to eliminate substantial initial-working day trading pops, often fueled by retail buyers trading on applications these kinds of as Robinhood.

A further tweak will involve the skill of insiders to provide inventory. While IPOs normally occur with lock-ups preventing existing shareholders from cashing out just after the original stock sale, some businesses, these types of as Airbnb, have negotiated exceptions for their employees.

“Largely due to the fact of the challenge of the direct listing framework, we are seeing genuine innovations in IPO apply,” said Greg Rodgers, a funds markets partner at regulation business Latham & Watkins LLP.

BANKER Service fees

A large driver behind the force for direct listings is suspicion between some undertaking funds traders of investment bankers, whom they watch as pushing chummy promotions to allocate the most shares in an IPO to their top customers.

While providers that use direct listings do not have to spend underwriting service fees, they nonetheless have to flip to expenditure bankers for suggestions on how considerably they could be truly worth and how to current market their choices. Bankers will also advise on funds raisings as the new direct listings are rolled out.

When this payment pool will be lesser than in IPOs, it will also be shared by fewer banks, so any one particular lender could even now be compensated handsomely for an providing.

For illustration, tunes streaming service Spotify Engineering SA, which went community in 2019 as a result of a immediate listing, used $35 million on advisory service fees to Goldman Sachs Group Inc, Morgan Stanley and Allen & Business.

Goldman Sachs and Morgan Stanley also participated in the IPOs of business enterprise program firm Snowflake Inc and Airbnb this 12 months, which paid their underwriters $122 million and $74 million, respectively, but had to share these fees with a a great deal greater team of banks.

Reporting by Krystal Hu in New York Enhancing by Greg Roumeliotis and Dan Grebler

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