Shifting from Institutions to Retail Clients — NYSE direct listings

Future of Finance | Lex Sokolin | Dec 2, 2019

printing press - Shifting from Institutions to Retail Clients -- NYSE direct listings

A core thesis I've held for a decade now is that personal finance -- what many in the industry call "end clients" -- is the tail wagging the dog. If you are a multi-billion dollar portfolio manager at KKR, or a multi-million dollar trader at Morgan Stanley, this might not be super obvious yet. The machinations of the high finance factory, with its blinking lights and massive bonuses, still feel like the primary activity in the industry. Once upon a time, so did the whirring of a newspaper printing press. But the examples keep piling up, and there is a way to draw a line that ends in an arrow, which points the way.

Take for example, the offering of shares to investors. The New York Stock Exchange is working on making direct listings more easily available to companies that want to go public. In short, more venture backed companies have been staying private longer, the average IPO size and cost of issuance have been going up, and the public/private market off-ramp is broken. Traditionally, investment banks intermediate private companies going public by building "liquidity" in the form of a willing book of public investors. Investor types include mutual funds, hedge funds, other banks and asset managers, and ultra high net worth investors. Maybe even some single-digit millionaires, grudgingly for the bankers of course.

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It's a type of permitted market manipulation, where investment bankers often price the IPO at a discount, and the IPO purchasers often get to experience a "pop" in the price. Often -- but increasingly not at all. The breakdown of this carrot is causing private companies to re-think how they go to market. And by private companies, I mean venture investors at the top of the equity captable, like SoftBank. The failures of WeWork and Uber in the public market are key data points for this mental model.

Anyway, the large stock exchanges including NYSE and NASDAQ are exploring direct listings, which both Spotify and Slack recently used. What's a direct listing? To quote the Bloomberg article -- "Under a direct listing, a company makes its shares available for trading on a stock exchange without the formalities of a traditional IPO. That means no road show, no underwriter and no offering price". This implies that there is such built-in brand-demand that the stock starts trading without needing the guarantee of an underwriter. Popular companies are willing to take the jump and freefall into the market.

Remember Initial Coin Offerings, or its 2019 cousin Initial Exchange Offerings? Put aside your presumptions about regulation and desireability of the underlying asset. A direct listing is an Initial Exchange Offering. Or perhaps, an Initial Exchange Offering is a direct listing. You package up the investment asset, find an exchange with the largest network effect (in the crypto case, most certainly Binance; in the STO case, maybe CoinList or ConsenSys Digital Securities/Codefi), and lob it over into the ecosystem. Investors should be careful not to confuse the method of offering with the quality of the underlying investment. If all the good IPOs suddenly decided to list directly, direct listings would garner premier status. If all the good IPOs decided to tokenize and list on Coinbase (properly regulated), tokenized securities would garner premier status. This lemons problem is solvable, and direct listings are potentially the first step.

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