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Spotify Files to Go Public Via Unusual Direct Listing

The music service intends to trade under the "SPOT" symbol on the New York Stock Exchange.

Spotify officially filed for a public offering with the Security and Exchange Commission on Wednesday. The music service intends to trade under the “SPOT” symbol at the New York Stock Exchange (NYSE), and offer registered shareholders the opportunity to sell shares in the company.

The streaming giant isn’t using the traditional IPO process for its public offering, but instead a rarely-used process called a direct listing that comes without underwriters. This also means that the company won’t have a share opening price. Instead, it offered some guidance in its filing Wednesday based on private share sales, which have ranged between $90.00 and $132.50 per share this year.

Based on these metrics and the number of outstanding shares, Spotify could be worth as much as $23.44 billion. However, Spotify warned that private share sales disclosed Wednesday “may have little or no relation to the opening public price of our ordinary shares on the NYSE or the subsequent trading price of our ordinary shares on the NYSE.”

As part of its SEC filing, Spotify revealed Wednesday that it had 159 million monthly active users and 71 million paying premium subscribers at the end of December. The company generated close to $5 billion in revenue in 2017 (€4,090 million), compared to $3.6 billion in 2016. Operating losses for 2017 were $461.2 million, compared to around $425 million in 2016.

Spotify used much of its prospectus to highlight the positive impact it has had on the music industry overall. To that end, the company, which was founded in 2008, pointed out that by the end of 2017, it had paid more than $9.77 billion to rights holders. It also took credit for being a key part in reversing shrinking music industry revenues, which bottomed out in 2015, and continued to grow in 2016.

Other tidbits from Spotify’s SEC filing:

  • The company claims to have nearly twice as many paying subscribers as Apple Music.
  • Spotify’s users stream 25 hours of audio every month on average.
  • 31% of all listening on Spotify comes from playlists, including popular ones like Rapcaviar and personalized playlists like Discover Weekly. Two years ago, playlists accounted for less than 20% of all listening hours.
  • Premium subscribers stream more than three times as much music on average on Spotify as users on the ad-supported tier.
  • The company’s revenue per user for premium subscribers has been declining, from an average  of $8.62 in 2015 to an average of $6.39 in 2017. This is likely due to an increased focus on lower-priced student and family accounts.
  • Spotify users streamed 11.4 billion hours of content in 2017.
  • Spotify ended 2017 with 2,960 employees.
  • Spotify CEO Daniel Ek received total compensation of $1.53 million for 2017, which included a $1 million bonus for hitting certain benchmarks. Ek currently owns 23.8% of all outstanding Spotify shares.
  • Sony is the only label that still owns more than 5% of Spotify’s outstanding shares — 5.7%, to be exact.

Wednesday’s filing still missed a few key details, including the date of the public offering. The filing also mentioned that shareholders would be able to sell shares worth of up to $1 billion. Companies typically file their initial IPO registration with a placeholder number that offers a ballpark of the number of shares they end up selling.

However, since Spotify is filing for a direct listing, it isn’t actually selling any shares of its own, and is instead simply offering existing shareholders the opportunity to sell any or all of their shares — making that placeholder number all but meaningless.

Companies typically reveal further details about their public offering in amended filings closer to the date of their offering, so we should be able to learn more about Spotify’s plans for the NYSE in the coming days or weeks.

Correction: 2:25pm: A previous version of this post stated that Spotify had used $1 billion as a placeholder for the maximum number of shares to be traded, and that the company would provide additional details about the number of shares to be traded closer to the date of the offering. However, since this is a direct listing without a lock-in period for existing shares, shareholders could theoretically trade all of their shares on day one — or none at all.

 

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