Direct listing

So it seems like Swedish music streaming company Spotify is going to do a “direct listing” on the markets. Here is Felix Salmon on why that’s a good move for the company. And in this newsletter, Matt Levine (a former Equity Capital Markets banker) talks about why it’s not.

In a traditional IPO, a company raises money from the “public” in exchange for fresh shares. A few existing shareholders usually cash out at the time of the IPO (offering their shares in addition to the new ones that the company is issuing), but IPOs are primarily a capital raising exercise for the company.

Now, pricing an IPO is tricky business since the company hasn’t been traded yet, and so a company has to enlist investment bankers who, using their experience and investor relations, will “price” the IPO and take care of distributing the fresh stock to new investors. Bankers also typically “underwrite” the IPO, by guaranteeing to buy at the IPO price in case investor demand is low (this almost never happens – pricing is done keeping in mind what investors are willing to pay). I’ve written several posts on this blog on IPO pricing, and here’s the latest (with links to all previous posts on the topic).

In a “direct listing”, no new shares of the company are issued, the stock gets listed on an exchange. It is up to existing shareholders (including employees) to sell stock in order to create action on the exchange. In that sense, it is not a capital raising exercise, but more of an opportunity for shareholders to cash out.

The problem with direct listing is that it can take a while for the market to price the company. When there is an IPO, and shares are allotted to investors, a large number of these allottees want to trade the stock on the day it is listed, and that creates activity in the stock, and an opportunity for the market to express its opinion on the value of the company.

In case of a direct listing, since it’s only a bunch of insiders who have stock to sell, trading volumes in the first few days might be low, and it takes time for the real value to get discovered. There is also a chance that the stock might be highly volatile until this price is discovered (all an IPO does is to compress this time rather significantly).

One reason why Spotify is doing a direct listing is because it doesn’t need new capital – only an avenue to let existing shareholders cash out. The other reason is that the company recently raised capital, and there appears to be a consensus that the¬†valuation at which it was raised – $13 billion – is fair.

Since the company raised capital only recently, the price at which this round of capital was raised will be anchored in the minds of investors, both existing and prospective. Existing shareholders will expect to cash out their shares at a price that leads to this valuation, and new investors will use this valuation as an anchor to place their initial bids. As a result, it is unlikely that the volatility in the stock in initial days of trading will be as high as analysts expect.

In one sense, by announcing it will go public soon after raising its last round of private investment, what Spotify has done is to decouple its capital raising process from the going public process, but keeping them close enough that the price anchor effects are not lost. If things go well (stock volatility is low in initial days), the company might just be setting a trend!

How much surge is too much surge?

I had gone for a wedding in far-off Yelahanka and hailed an Uber on the way back. The driver was bragging about how it’s easy to find an Uber at any time anywhere in Bangalore, when I pointed out to him that earlier in the evening when I was on my way to the wedding I’d failed to find one, and had taken an Ola instead.

He was surprised that an Uber wasn’t available in Jayanagar when I told him that there were cars available but at a 1.7X surge, and given the distance I was to travel I found it more economical to take an Ola which was offering a ride at a flat Rs. 50 premium. To this, the driver said that he had also noticed that demand sharply dropped off once the level of surge went beyond 1.5X, and at such surges supply would easily outstrip demand.

Now I’m no fan of Ola’s pricing – I think the flat Rs. 50 premium during peak hours is unscientific, but I wonder if the level of Uber’s surges makes sense. From a pure microeconomic standpoint, it is easy to see where Uber is coming from – raise price until quantity demanded matches quantity supplied and let the market clear. The question, however, is if this kind of a surge makes sense from a behavioural standpoint.

The point is that the “base fare” (“1X”) is “anchored” in the customer’s mind, and thus any decision he takes in terms of willingness to pay is made keeping this “anchor” in mind. And when the quoted price moves too far from the anchor (beyond 1.5X, say), the customer deems that it is “too expensive”, and decides that waiting for a few minutes for fares to drop (or using a competing app) is superior to paying the massive premium.

I suppose that Uber would have noticed this. That there is a “cliff” surge price beyond which there is a massive drop off in volume of matchings. The problem is that if they restrict their surges to this “cliff value” they might be leaving money on the table by not being able to match the market. On the other side, though, if the surge is so high that the volume of transactions drops sharply, it results in much lower commissions for Uber! I’m assuming that a solution to this problem is on the way!

And I’ve found that it’s always harder to find a taxi on a Sunday. The problem is that because demand is lower, supply is also lower (this is a unique characteristic of “two-sided markets”) because of which the chances of finding a match are harder, and transaction costs are higher. I wonder if it makes sense for taxi aggregators to levy a “Sunday premium” (perhaps with Uber holding a day-long minimum of 1.2X surge or something) to compensate for this lack of liquidity!