When you hear of a company “going public”, they might be doing so through a direct listing.
Direct listings, also known as the direct listing process (DLP), direct placement, or direct public offering (DPO), have existed for some time, but in December 2020 the SEC revised the rules around this action, allowing companies to raise capital during a direct listing. The New York Stock Exchange had previously experimented with allowing the raising of capital during direct listings of companies.
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What is a Direct Listing?
A direct listing is one method by which a company can list shares of stock on a public exchange such as the New York Stock Exchange (NYSE) or Nasdaq, also referred to as going public.
The other way is through an initial public offering, commonly referred to as an IPO.
Direct Listing Example
Some companies that have recently had direct listings are Asana, Palantir, Thryv, Roblox, SquareSpace, and ZipRecruiter.
Initial Public Offering
When a company offers shares of stock to the general public for the first time, it’s known as an initial public offering (IPO).
Before an IPO, a company is “private,” which means that shares of stock are not available for sale to the general public. Also, a private company is not generally required to disclose financial information to the public.
To have an IPO, a company must file a prospectus with the SEC. The company will use the prospectus to solicit investors, and it includes key information like the terms of the securities offered and the business’s overall financial condition.
IPO Example
Companies that have gone public with IPOs include Bumble, Rivian, JD Logistics Inc, Volvo, BioNTech SE, and Zoom Video Communications Inc.
Direct Listing vs IPO
While some listing choices involve selling shares of stock to investors, IPOs and direct listings have many differences. The main difference between the two is that with an IPO a company issues and sells new shares of stock, while with a direct listing shareholders sell existing shares.
How a Direct Listing Works
A direct listing is fairly straightforward. If a private company is interested in going public but isn’t necessarily looking to raise additional capital, they may choose to do a direct listing. With a direct listing, anyone who owns shares in the company can sell them directly to the public. Holders may include investors, promoters, and employees.
By choosing a direct listing over an IPO, a company can avoid using an underwriter, which saves money. Further, because no new shares are created with a direct listing, existing shares won’t get diluted. Stock prices are determined by the market, according to supply and demand. (For this reason, the more recognizable the company, the more potential there could be for investor interest in its shares.)
How an Initial Public Offering Works
Initial public offerings are a popular choice for companies looking to raise capital. The company works with an underwriter (typically part of an investment bank), who helps navigate regulations and figure out the initial price of the shares. They may also purchase shares from the company and sell them to investors (such as mutual funds, insurance companies, investment banks, and broker-dealers) who will in turn sell them to the public.
One benefit of working with an underwriter is the greenshoe option. This is an agreement that a company can enter into with the underwriter in which the underwriter has the right to sell a greater number of shares during the sale than they originally intended to, if there is a lot of market demand. This can help the company gain additional investment.
Working with an underwriter creates some security for the company, which is one reason so many companies go the route of the IPO.
Get in on the IPO action at IPO prices.
SoFi Active Investing members can participate in IPO(s) before they trade on an exchange.
Pros and Cons of Direct Listings
There are both benefits and downsides for companies and investors when it comes to direct listings vs. IPOs. This chart outlines the main points, which we delve into below.
| Pros of Direct Listings | Cons of Direct Listings |
|---|---|
| Less expensive than an IPO | Potential for initial volatility |
| No lock-up periods | Risk that shares won’t sell |
| Liquidity for existing shareholders | No help from underwriters |
| No stock price guarantee |
Pros of a Direct Listing
A direct listing has some benefits for both the company and shareholders.
✔️ Less expensive than an IPO for the company
Unlike IPOs, direct listings do not require underwriters, since no new shares are being created. Typically, an underwriter charges a percentage fee of between 3% and 7% per share. This can add up to hundreds of millions of dollars. In addition, underwriters often purchase shares below their decided-upon market value, so companies don’t receive as much investment as they may have had they sold those shares to retail investors.
✔️ No lock-up periods for shares
IPOs are also subject to lock-up regulations that a company may want to avoid. If a company goes through an IPO, existing shareholders are generally not allowed to sell their shares to the public during the sale and for a period of time following the sale. These lock-up periods are required in order to prevent stock prices from decreasing due to an oversupply. The direct listing model is essentially the opposite, in which existing shareholders sell their stock to the public and no new shares are sold.
✔️ Provides liquidity for existing shareholders
Anyone who owns stock in the company can sell their shares during a direct listing.
Cons of a Direct Listing
There are also some potential drawbacks when it comes to direct listings.
❌ Potential for initial volatility
With an IPO, underwriters help bring in investors and can help avoid volatility during and after the shares get listed. A direct listing proceeds without that assistance.
❌ Risk that shares won’t sell
With a direct listing, the amount of shares sold is based solely on market demand. Because of this, it’s important for a company to evaluate the market demand for its stock before deciding to go the route of a direct listing. Companies best suited to direct listings are those that sell directly to consumers and have both a strong, recognizable brand and a business model that the public can easily understand and evaluate.
❌ No help from underwriters with marketing and sales
Underwriters provide guarantees, promotion, and support during the listing process. Without an underwriter involved, the company may find that shares are difficult to sell, there may be legal issues during the sale, and the share price may see extreme swings.
❌ No guarantee of stock price
Just as there is no guarantee that shares will sell, there is also no guarantee of stock price. In contrast, having an underwriter can help manage potentially extreme price swings.
What to Know About Investing in a Direct Listing
As with any potential investment, interested investors need to do their own research on a company and truly evaluate it before buying in.
You’ll want to look at a balance sheet and other financials, learn as much as you can about the management team, take a broad view of the competitive landscape, and review the company’s prospectus. The more background you get on the company, the more comfortable you will feel with your decision.
The Takeaway
Direct listings are an appealing alternative to IPOs for private companies who want to go public, thanks in part to lower costs and reduced regulations. A direct listing may also be appealing to retail investors who want to purchase shares from companies that are going public.
For investors looking to keep up on the latest IPO and direct listing news — and possibly invest in IPOs — the SoFi Invest® online stock trading app can be a useful tool. The investing platform lets you research and track your favorite stocks, and view all your investing information in one simple dashboard. With a few clicks on your phone, you can buy and sell stocks, trade cryptocurrencies, ETFs, and other assets.
FAQ
Can anyone buy a direct listing stock?
Yes, investors can buy a direct stock listing as they would any other stock listed on an exchange.
What companies are direct listing?
Over the years there have been many companies who did a direct listing, including Ben & Jerry’s, Spotify, Slack, Asana, Palantir, Thryv, Roblox, SquareSpace, and ZipRecruiter.
Is a direct offering good for a stock?
Since direct listings bypass the middleman and eliminate the need for underwriters, they can be less expensive for a company vs. IPOs.
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Investing in an Initial Public Offering (IPO) involves substantial risk, including the risk of loss. Further, there are a variety of risk factors to consider when investing in an IPO, including but not limited to, unproven management, significant debt, and lack of operating history. For a comprehensive discussion of these risks please refer to SoFi Securities’ IPO Risk Disclosure Statement. IPOs offered through SoFi Securities are not a recommendation and investors should carefully read the offering prospectus to determine whether an offering is consistent with their investment objectives, risk tolerance, and financial situation.
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