Monday, January 16, 2023 8:54:12 PM
https://www.bankrate.com/investing/direct-listing-vs-ipo/#:~:text=If%20a%20company%20is%20looking,exchange%20without%20any%20financial%20intermediary.
"A company may opt for a direct listing over a traditional IPO for a variety of reasons, but some of the key reasons involve money. Direct listings are cheaper, and if a company does not need capital to fund its operations, then it has little need to sell shares to the public using the IPO process.
Direct listings are much more cost-effective than a traditional IPO. Because it avoids the underwriters and most other financial intermediaries, a direct listing can be done much cheaper. In the largest IPOs, it may cost hundreds of millions of dollars for the company to go public.
Direct listings may also allow companies to go public without diluting their private investors’ interest in the company, if the company itself does not raise capital in the listing.
“Direct listings have traditionally been made in the over-the-counter (OTC) market, in which securities are traded through a broker-dealer network rather than on a listed exchange such as the New York Stock Exchange,” says Gilley. This method allowed companies to set their own terms, including the stock’s initial price and any limits on shares that could be purchased.
“Companies now have the option to register their shares of stock and undergo a direct listing on an exchange to allow the entire public market to gain access and determine the market price per share based on supply and demand,” says Gilley.
A direct listing also allows insiders to sell their stock immediately on the exchange without the lock-up of shares that is normal in the IPO process. In many cases the only stock available in a direct listing comes from insiders (and not from a company selling shares), so preventing insider sales would stymie the success of the direct listing process.
A company may be interested in a direct listing if it has a feature that would be less attractive to investors in the traditional IPO route. For example, two stocks that conducted a direct listing in recent years – Slack and Coinbase – both had a dual-share-class structure. This setup gives insiders a special class of stock, providing them many extra votes per share. In effect, this structure helps give insiders control of the company – a setup that many investors dislike."
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