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Photo: Johannes Eisele/AFP/Getty Images

When Slack went public last week via a direct listing, it got the benefits of algorithmic market pricing, speed and lower fees. But it didn't raise any capital for what remains a money-burning enterprise, as it would have via a traditional IPO, nor did it get to pick its new investors.

The big picture: The question, therefore, is if IPO and direct listing structures could be combined so as to receive the best of both floats. The answer is yes. Probably.

Slack drafted behind a legal framework developed last year by Spotify and securities regulators.

Two of its primary features were that a direct listing couldn't include underwriting (i.e., no intermediaries that sell or forecast, nor pricing stabilization) and that its registration statement needn't include bona fide pricing estimates before being made effective by the SEC.

  • There's also been discussion of how direct listings enabled both Spotify and Slack to (mostly) eliminate lockups, but that's correlation without causation. We're seeing more flexible lockups structures in traditional listings and a company could theoretically IPO without any lockups (if it could get underwriter approval).

To create a hybrid structure, an issuer would borrow from the Spotify precedent and add in elements of the modified Dutch auction process that Google used to go public in 2004 (which was viewed dimly at the time, thus discouraging copycats, but which worked in retrospect).

  • It wouldn't be as clean as a direct listing in that it would move a bit slower with more Wall Street involvement.
  • It would differ from what Google did in that it would provide 100% insider liquidity and not use a preliminary price range.
  • But it would solve the "price guess" dilemma, provide liquidity and give some greater control over the public investor base — all while also adding cash to corporate coffers. And, again, lockups shouldn't be an issue.

The highest hurdle, banking sources tell me, would be finding a company that wants to do it.

There's still a belief that direct listings will only work with a "household name" issuer (yes, Slack counted), and that's a limited universe. Then narrow it even further, as most companies don't want the hassle of working out all the complications with SEC officials (that price range issue would be thorny).

  • Airbnb makes all sorts of sense for its anticipated offering, which we now hear is more likely in Q1 2020 than in Q4 2019, but it's unclear if CFO Dave Stephenson has the same HBS case study ambitions as Spotify's Barry McCarthy.

The bottom line: Just because it could be done doesn't mean it will be done, as VC-backed "unicorn" disruption rarely extends to their own securities.

Go deeper

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Episode 5: The secret CIA plan

Photo illustration: Aïda Amer, Sarah Grillo/Axios. Photo: Zach Gibson/Getty Images

Beginning on election night 2020 and continuing through his final days in office, Donald Trump unraveled and dragged America with him, to the point that his followers sacked the U.S. Capitol with two weeks left in his term. This Axios series takes you inside the collapse of a president.

Episode 5: Trump vs. Gina — The president becomes increasingly rash and devises a plan to tamper with the nation's intelligence command.

In his final weeks in office, after losing the election to Joe Biden, President Donald Trump embarked on a vengeful exit strategy that included a hasty and ill-thought-out plan to jam up CIA Director Gina Haspel by firing her top deputy and replacing him with a protege of Republican Congressman Devin Nunes.

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  1. Health: CDC director defends agency's response to pandemic — CDC warns highly transmissible coronavirus variant could become dominant in U.S. in March.
  2. Politics: Empire State Building among hundreds to light up in Biden inauguration coronavirus tribute.
  3. Vaccine: Fauci: 100 million doses in 100 days is "absolutely" doable.
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  5. Tech: Kids' screen time sees a big increase.

Biden Cabinet confirmation schedule: When to watch hearings

Joe Biden and Kamala Harris on Jan. 16 in Wilmington, Delaware. Photo: Angela Weiss/AFP via Getty Images

The first hearings for President-elect Joe Biden's Cabinet nominations begin on Tuesday, with testimony from his picks to lead the departments of State, Homeland and Defense.

Why it matters: It's been a slow start for a process that usually takes place days or weeks earlier for incoming presidents. The first slate of nominees will appear on Tuesday before a Republican-controlled Senate, but that will change once the new Democratic senators-elect from Georgia are sworn in.