People familiar with Slack’s upcoming public offering share what to expect

Slack, the popular workplace messaging company, is expected to list on the New York Stock Exchange on Thursday in the second major direct listing in the U.S. after Spotify introduced the concept to investors in April of last year.

At this point, plenty of industry observers think it makes sound sense for Slack to embrace the direct listing approach, wherein a company places its stock on a public exchange without raising any money or using underwriters. Though the company warned last week that its operating losses are widening as it chases new customers, it has $800 million on its balance sheet, meaning it doesn’t need to raise more right now.

Slack also doesn’t need underwriters who typically discount a company’s shares in order to ensure that they appreciate in value when they begin trading. It’s a known brand in the tech world, and that universe is broadening by the day. Put another way, Slack doesn’t need to be “sold” for investors to want to snap up its shares.

Still, we wondered about some of the thinking that has gone into preparing Slack for its move into the world of publicly traded companies, so we talked with a couple of people who are familiar with what’s happening behind the scenes to find out more. They asked not to be named, but here’s what we learned:

1) Unlike with the popular streaming music platform Spotify, which has more than 100 million premium subscribers and roughly twice as many active monthly users, Slack wasn’t as well-known to Wall Street as Silicon Valley might imagine. In fact, we’re told the bankers that were selected to advise Slack on its offering — Morgan Stanley, Goldman Sachs and Allen & Co., which are the same three that advised Spotify — had to provide more education to analysts and institutional investors this time around.

2) There will (hopefully) be enough shares to go around, while also not a glut of them. The big concern in a direct offering — which does not feature a lock-up period — is that too many people will dump their shares on the market, crushing the company’s share price, or else that too few will part with their holdings, turning the buying and selling of the company’s shares into a financial game of chicken. We’ll see what happens here, but we’re told the banks have spent the last six months trying to ensure that many — but not all — of the company’s institutional shareholders will be selling some of their stakes at the offering, Also worth noting is that unlike with Spotify, some Slack employees have restricted stock units that will vest upon its public listing and so be part of the supply of shares on its first day.

3) In establishing guidance around how Spotify’s shares should be valued, the banks advising the company looked almost entirely to its private market trades, of which there were many. There has been less secondary activity with Slack’s shares, so the banks are likely to rely on these sales but also to use other inputs. We’ll learn soon enough what they settle on, but based on the latest prices at which its shares have traded in the private market, Slack’s presumed valued right now is at $16.7 billion, or 36 times trailing 12-month sales.

4) You might imagine that banks hate direct listings because of the rich underwriting fees they aren’t collecting, and they probably do. Still, even with a direct listing, they get paid pretty well, thanks to both advisory fees and also because investors often trade through the banks named as advisers in the prospectus. There are also fewer mouths to feed on a deal with a direct listing. In Slack’s case — as happened with Spotify — Morgan Stanley, Goldman Sachs and Allen & Co. will reportedly reap almost all of the spoils — or a reported 90% of the $22 million in fees earmarked for all the advisers involved in the deal. In a traditional IPO, a longer number of banks that promise research coverage are given shares to sell, which eats into lead underwriters’ allotment.

5) One risk that Slack shouldn’t necessarily run into but that may have adversely impacted Uber’s IPO is its investor base. According to Slack’s S-1, its biggest outside shareholders include Accel (it owns 24% sailing into the offering), Andreessen Horowitz (13.3%), Social Capital (10.2%) and SoftBank (7.3 %). Why it matters: Slack doesn’t have to worry about less traditional private company backers like mutual funds not wanting to buy up its shares because they’re too busy trying to offload some.

6) Direct listings may well become a more popular product for consumer companies because companies can avoid further dilution, and there’s no lock-up on their shares, creating a shorter path to liquidity for the company and its employees and its investors. Still, Slack is probably anomalous as an enterprise company with a high enough profile to pull one off. The listings are really for companies that don’t need money any time soon and whose shares are already of interest to investors, who don’t need inducements to pay attention.

7) This is the second direct listing of a highly valued privately held company and, for the second time, it’s happening on the NYSE, with the same market maker, Citadel Securities, charged with ensuring orderly trading; the same bank, Morgan Stanley, selected to advise Citadel; and even the same law firms that worked on Spotify’s direct listing pulled back into service.

It’s nice if you’re part of this particular club, and no one can blame Slack for not wanting to reinvent the wheel. But one wonders how nervous it makes Nasdaq, as well as other banks and law firms, to be shut out of this process a second time.