UNIVERSITA’ DEGLI STUDI DI PADOVA DIPARTIMENTO DI SCIENZE ECONOMICHE ED AZIENDALI “M.FANNO” CORSO DI LAUREA MAGISTRALE IN BUSINESS ADMINISTRATION TESI DI LAUREA UNDERPRICING AND DIRECT PUBLIC OFFERINGS: THE SPOTIFY DIRECT LISTING CASE RELATORE: CH.MA PROF.SSA ELENA SAPIENZA LAUREANDA: SILVIA BRUSON MATRICOLA N. 1179585 ANNO ACCADEMICO 2018 – 2019 Il candidato dichiara che il presente lavoro è originale e non è già stato sottoposto, in tutto o in parte, per il conseguimento di un titolo accademico in altre Università italiane o straniere. Il candidato dichiara altresì che tutti i materiali utilizzati durante la preparazione dell’elaborato sono stati indicati nel testo e nella sezione “Riferimenti bibliografici” e che le eventuali citazioni testuali sono individuabili attraverso l’esplicito richiamo alla pubblicazione originale. The candidate declares that the present work is original and has not already been submitted, totally or in part, for the purposes of attaining an academic degree in other Italian or foreign universities. The candidate also declares that all the materials used during the preparation of the thesis have been explicitly indicated in the text and in the section "Bibliographical references" and that any textual citations can be identified through an explicit reference to the original publication. Firma dello studente _________________ TABLE OF CONTENTS INTRODUCTION ................................................................................................................................. 3 CHAPTER 1 - THE LISTING PROCESS ......................................................................................... 6 1.1 - THE CHOICE OF GOING PUBLIC .......................................................................................... 6 1.2 - THE TRADITIONAL UNDERWRITTEN IPO PROCESS ...................................................... 8 1.3 - AN UNORTHODOX WAY TO LIST: THE DPO PROCESS ................................................ 23 CHAPTER 2 - IPO UNDERPRICING: A LITERATURE REVIEW ........................................... 33 2.1 - ASYMMETRIC INFORMATION THEORIES ....................................................................... 34 2.2 - OWNERSHIP DISPERSION THEORIES ............................................................................... 44 2.3 - INSTITUTIONAL THEORIES ................................................................................................ 46 2.4 - BEHAVIOURAL THEORIES ................................................................................................. 49 2.5 - FACTORS AFFECTING THE LEVEL OF UNDERPRICING .............................................. 53 CHAPTER 3 - IPO UNDERPRICING: AN EMPIRICAL REVIEW ........................................... 60 3.1 - UNDERPRICING MEASUREMENT ..................................................................................... 61 3.2 - UNDERPRICING AND INTERNET-RELATED FIRMS ...................................................... 64 3.3 - UNDERPRICING ARISING FROM PRINCIPAL-AGENT ASYMMETRIES ..................... 70 3.4 - UNDERPRICING RELATED TO SHARES ALLOCATION ................................................ 73 3.5 - UNDERPRICING RELATED TO PRICE SETTING MECHANISM .................................... 80 CHAPTER 4 - THE SPOTIFY DPO CASE ..................................................................................... 87 4.1 - COMPANY’S HISTORICAL OVERVIEW ............................................................................ 88 4.2 - SPOTIFY’S DIRECT LISTING PROCESS............................................................................. 99 4.3 - CONTEMPORARY INTERNET-RELATED IPOs .............................................................. 107 4.4 - THE VALUATION OF SPOTIFY ......................................................................................... 115 4.5 - SPOTIFY’S DPO SUGGESTIONS ....................................................................................... 124 CONCLUSION .................................................................................................................................. 130 APPENDICES ................................................................................................................................... 134 REFERENCES .................................................................................................................................. 141 2 INTRODUCTION Going public is one of the most important decisions in the life of a company. It provides the possibility to raise new financial resources, immediately available to finance firms’ growth plans and to rebalance their capital structure. It offers the existing shareholders the opportunity to monetize part of their investments in the firm by exploiting the public offering as an exit strategy. It also enhances the reputation of the listing company both in the business and in the financial communities. Nevertheless, the process of going public is not costless. The transition from private to publicly traded entity generally implies several changes in the organizational structure of a firm, as the loss of management control, the increase in the disclosure requirements and the pressure from regulatory oversights. However, the most suffered costs by issuing companies are usually those directly related to the process of listing, paid in the form of fees. On the contrary, the major indirect cost of going public, shares underpricing, is frequently neglected. A broad empirical literature evidences indeed that when firms undertake initial public offerings, the price of the offered shares tend to jump substantially during the first day of trading. This systematic price increase on the stock exchange, with respect to the price at which shares are initially offered to investors, is therefore referred to as “underpricing”. Underpricing represents an opportunity cost for firms going public since, issuers selling shares at an offer price lower than their potential market value, are “leaving money on the table” and are diluting even more pre-issue shareholders’ ownership. In practice, it appears as a wealth transfer from the pocket of issuing firm and pre-issue shareholders to initial investors. The firsts to analyse this robust phenomenon were Reilly (1973) and Ibbotson (1975). Over the subsequent years, numerous researchers have tried to understand and explain its causes, thus developing a wide set of theories around the issue. The most relevant theories are based on asymmetric information, asserting that underpricing is caused by information frictions among the three main parties involved in the listing process: the issuer, the underwriter and the investors. Other groups of theories are then institutional theories, claiming that underpricing is used by issuing firm in order to insure against legal liability and reputation damage, and ownership and control theories, arguing that issuing firm’s managers voluntary underprice offered shares in order to obtain certain advantages in terms of ownership and control. The most recent theories are finally those which identify underpricing causes in the behavioural biases of the agents involved in the listing process, hence called behavioural theories. Additionally, other studies have focused on 3 specific factors affecting the level of underpricing, such as issue’s, firm’s and economy’s variables. In order to mitigate part of the direct and indirect costs associated with the listing process, in the last years, two important technology companies have decided to go public on the major stock exchanges through a very atypical mechanism: the direct public offering, alternatively known as direct listing. Direct public offerings present two fundamental differences with respect to traditional initial public offerings: they only provide for the listing of existing shares and they do not involve investment banks in the role of underwriters. Direct public offerings are indeed widely discussed because they downsize investment banks importance in the overall process of going public, therefore cutting fees paid by listing companies. The first company that chose to go public using a direct listing, in alternative to a traditional initial public offering, was Spotify Technology. The Swedish global leader of the music streaming listed part of its existing shares on the New York Stock Exchange on April 3, 2018, after having received the approval from the Securities and Exchange Commission. One year later, on June 20, 2019, also Slack Technologies, an American software firm, decided to go public on the NYSE via direct listing. The aim of this dissertation is not to merely illustrate the direct public offerings in order to appraise their advisability over the traditional listing procedure. The primary research objective is, instead, to understand if underpricing is a consistent phenomenon also in offerings characterized by no underwriting agreement and by a limited engagement of investment banks in the pricing and allocation phase. For timing reasons, the empirical analysis will be focused on the case of Spotify. In order to answer the question, it will be first necessary to acquire a deep understanding of the company’s business model, financial results and competitive framework; only afterwards it will be possible to detail Spotify’s direct public offering so to carefully evaluate each party’s contribution to the structuring of the process and to assess if a sort of shares underpricing could be observed as well. If this first part of the analysis leads indeed