Exclusive: Nasdaq seeks to remove restriction in direct listing plan
9:02 am Wednesday, May 26th, 2021
By Anirban Sen
(Reuters) – Nasdaq Inc asked U.S. regulators on Wednesday to remove a restriction that limits how much money companies can raise through a direct listing on its stock market exchange, according to a regulatory filing reviewed by Reuters.
Direct listings allow companies to list on the stock market without a traditional and more costly initial public offering. No shares have been sold to investors in these flotations thus far, so companies have not raised any money through them.
Nasdaq’s move follows the U.S. Securities and Exchange Commission’s (SEC) approval last week of a Nasdaq proposal to allow companies to raise capital in a direct listing as long the shares start trading within the indicated price range set. The listing would be pulled if shares were set to trade outside that range.
Nasdaq on Wednesday asked the SEC to remove any ceiling on how the shares trade. A company’s stock would not be allowed to open more than 20% below the lowest price in the price range, but there would be no restriction on how high it can trade.
“Based on conversations with companies and their advisors, Nasdaq believes that there may be a reluctance to use the existing direct listing with a capital raise rules because of concerns about the pricing range limitation,” Nasdaq said in the filing.
The SEC did not immediately respond to a request for comment.
In making the request to the SEC, Nasdaq is reverting to the plan it submitted to the securities watchdog last August. It amended the plan in February to bring it in line with a similar proposal from rival the New York Stock Exchange (NYSE). The SEC approved the NYSE plan in December.
Companies have been monitoring the regulatory developments but have yet to embark on a direct listing that would raise capital for them, because of the restrictions on how their shares would be allowed trade.
Advocates of the plan say it will allow companies to raise money without paying hefty underwriting fees to Wall Street banks. Some investors in private companies, such as venture capital firms, also fret that banks underprice traditional initial public offerings to create a first-day trading pop.
A growing number of companies have recently gone public through a direct listing, including big names such as analytics company Palantir Technologies, cryptocurrency exchange Coinbase Global and gaming company Roblox Corp. None of these companies raised capital in their direct listings.
(Reporting by Anirban Sen in Bengaluru. Editing by Mark Potter)
