Direct Listing
- 05:05
Learn about the direct listing process and how this differs from an IPO.
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Glossary
Advisor IPO Opening AuctionTranscript
In addition to IPOs, a direct listing provides a distinctive avenue for companies seeking to enter the public domain.
Contrary to IPOs, which can be likened to a grand inaugural event, a direct listing can be compared to a more understated, yet equally significant introduction to public trading. A direct listing entails a company making a transition to the public markets by allowing existing shares to be traded openly rather than creating and selling new shares. This process does not necessitate the involvement of underwriters, which are typically a hallmark of the IPO process. The price of shares is not established in advance, but is instead left to be determined by market forces on the day of the listing. But while the role of traditional underwriters in pricing and selling new shares is absent, the company may still elect to appoint an advisor. The rationale for choosing an advisor in a direct listing context can be multifaceted. Here are a few examples. Navigating regulatory complexities. Even though a direct listing does not involve issuing new shares, the company is still obligated to comply with all the regulatory requirements mandated by the governing bodies. An advisor can provide guidance through this intricate landscape, ensuring that all legal and regulatory standards are met, which is critical for a successful transition to a public entity. Market preparation and positioning, advisors can assist in preparing the market for the company's public debut. This involves communicating the company's value proposition to potential investors and market participants, creating a narrative around the company's past performance, future prospects, and strategic direction. And shareholder coordination, in a direct listing, current shareholders are key players as they will be directly selling their holdings to the public. Advisors can help coordinate these shareholders, ensuring there is a clear understanding of the process and potentially aiding in the timing and the scale of share sales to prevent market flooding, which could adversely affect the share price. In a traditional IPO underwriters play a pivotal role in determining the initial price of a company's shares. In contrast, a direct listing does not employ underwriters to set the price or to buy and sell shares. Instead, the pricing is determined by pure market forces on the day the company goes public. Here's a high level description of how the mechanism typically works. On the morning of the direct listing, the stock exchange collects buy and sell orders. These orders represent the interest of investors who want to buy the company shares and the current shareholders who wish to sell. The opening price in a direct listing is determined through a price discovery process that matches the highest price at which the maximum number of shares can be sold with the lowest price at which the maximum number of shares can be bought. This is sometimes referred to as the opening auction. Since the price is determined entirely by market demand, there may be significant volatility in the early stages of trading in a direct listing. There are no stabilization agents like underwriters in an IPO, which typically help manage the stock price volatility post listing.
So why choose a direct listing over an IPO? An obvious reason is the costs associated with this method that can be considerably lower given the absence of underwriter fees. But opting for a direct listing can also be a strategic choice for a company that prides itself on stability and does not seek additional capital. It signals a confidence in the existing value of the company and its shareholders.
By contrast, an IPO is a more conventional route, offering a structured introduction to the market with a more controlled pricing mechanism aimed at attracting new investors through the issuance of new shares. The decision between a direct listing and an IPO is a strategic one heavily dependent on a company's specific objective, culture and financial posture. No method is generally superior. It's all about alignment with the company's long-term ambitions and the message it wishes to convey to the market.