Latham and European duo tune in as Spotify lines up direct IPO with no underwriters
Music streaming service set for unconventional direct listing with no underwriters
Latham & Watkins has won a lead role for music streaming giant Spotify on its upcoming listing on the New York Stock Exchange (NYSE), according to a registration statement filed Wednesday with the US Securities and Exchange Commission.
Privately-owned Spotify, a startup founded a decade ago in Stockholm and now based in Luxembourg, is pursuing an unconventional direct listing that will make it the first major company to issues stock without hiring investment banks to serve as underwriters. The unique initial public offering (IPO) will see Spotify not issue or sell new shares but allow current shares to be sold by stakeholders directly on the NYSE.
Latham corporate chair Marc Jaffe, a former global co-chair of the firm’s capital markets practice, is advising Spotify alongside fellow corporate partners Benjamin Cohen and Gregory Rodgers in New York. Rodgers joined the firm in 1999 from White & Case, while Cohen was one of 31 Latham associates promoted to partner on 1 January.
Luxembourg’s Arendt & Medernach and Sweden’s Mannheimer Swartling are working with Latham in advising Spotify, whose F-1 filing with the SEC did not yet list legal fees for the expected public listing. While a timeline for Spotify’s float was not given, the company said that it expects $1bn in stock to trade hands on the NYSE.
Spotify’s New York-based general counsel Horacio Gutierrez, who joined the company in 2016 after 17 years in-house at Microsoft, told Bloomberg Big Law Business last year that Latham and Mannheimer Swartling were two of several firms that he relies upon for outside counsel.
Other firms mentioned by Gutierrez include Covington & Burling, Greenberg Traurig, Mayer Brown and Wilson Sonsini Goodrich & Rosati, the latter of which grabbed a role last week for Dropbox as the San Francisco-based cloud storage technology giant seeks to raise $500m through an IPO on the Nasdaq. Legal fees related to the Dropbox listing are not yet available, according to a securities filing, which shows that Simpson Thacher & Bartlett is representing underwriters on the upcoming IPO.
As for Latham, which broke the $3bn gross revenue mark in 2017, the firm has long handled a number of IPOs in the technology industry. Latham took the lead advising Las Vegas-based data center company Switch on its $531.3m IPO, a listing late last year that yielded $2.3m in legal fees and expenses, according to securities filings. The Switch IPO was the second-largest technology sector IPO of 2017 after Snap Inc.’s $3.9bn stock market debut.
Spotify did not specify a listing price for the shares in its filing. According to CNBC, the company’s shares have traded as high as $132.50 on private markets, indicating that Spotify could be worth up to $23bn. Reuters reported Wednesday that the company is currently valued between $16.8bn and $22.5bn.
Securities filings by Spotify reveal that, while the company lost $1.5bn in 2017, it also had 159 million monthly active users and 71 million paying premium subscribers at the end of December. Spotify’s revenue was close to $5bn last year, compared to $3.6bn in 2016. The company filed confidentially for its IPO in January, the same month that it was hit with a massive copyright infringement suit in a Los Angeles federal court by Wixen Music Publishing.
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