Sources: Spotify may delay IPO to 2018 as it rethinks licensing deals

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Spotify — the music streaming company with over 100 million users (40 million of them paying) — has long been seen as one of the more likely candidates among larger tech startups to go public in 2017, but it looks like this plan may be shifting.

TechCrunch has heard from multiple sources that the company is now weighing a plan to delay an IPO until 2018. The delay would give Spotify more time to build up a better balance sheet and work on shifting its business model to improve its margins, one source said.

Part of this would include a change to Spotify’s licensing relationship with labels, using the company’s strong growth and position in the current streaming market as part of its leverage, to move from a varied pricing model based on the number of times a track is played to a fixed one.

Alongside this, Spotify may also be looking to renegotiate some of its financing that had been pegged to the timing of the IPO.

Contacted for comment, a Spotify spokesperson said the company would not comment at this time.

A source told us that some inside Spotify have hoped to target a valuation of between as high as $11 billion and $13 billion in a public offering — an “emotional target” in his words. This would be significantly higher than the last publicly reported valuation for the company, back in 2015, at $8.53 billion. Several sources said shares on the secondary market are currently going at a valuation of roughly $8 billion, and that trading is pretty active right now, which is also consistent with an IPO being delayed.

Internet streaming giant Pandora, which the market would likely view as a comparable, has had a tough time as a public company. After debuting in 2011 at $16 per share, today Pandora trades at roughly $13 with a $3 billion valuation. At one point it was substantially lower, but the stock has risen almost 40% in the past year on acquisition rumors.

Delaying a listing could give Spotify more time to improve its finances before attempting to list successfully at this higher valuation.

“Three to five years ago, you could have an IPO based solely on user growth and promises of the future,” one source said. “But the financial climate has changed now. Today you have to show some path to profitability, especially at the valuation that Spotify has been targeting. That may have caught up with the company a bit.”

Of course, there is a caveat that might be considered in all this. The current climate for tech IPOs is likely to be tested very soon, as all eyes are on Snapchat’s parent company Snap Inc., which sources say could unveil its paperwork for an IPO as soon as today, indicating a listing in early March. Snap’s financials as a younger company and growth metrics that emphasize it being evaluated differently from would-be peers like Facebook and Twitter; combined with how it subsequently performs in the market, could see companies and investors rewriting their scripts once again.

Still, up to now, one of the guiding timelines for an IPO has been based around some of Spotify’s financing and how it was pegged to the timing of a public offering.

To recap, here are the details we’ve previously reported on Spotify’s loan obligations and how these were tied to the timing of a public listing:

  • In January 2016, Spotify quietly went out to raise an “opportunistic” $500 million in convertible notes from Swedish investors, with those notes specifically pegged to an IPO plan. If the IPO happened within a year of the investment, investors would get a 17.5% discount on shares; if it was more than a year away, the discount will increase 2.5 percentage points every six months. At the time, Spotify had been considering a joint listing in Stockholm and the U.S.
  • In March 2016, the company confirmed a whopping $1 billion in debt with even stronger terms. Investors TPG and Dragoneer can convert their debt to equity at a 20% discount of whatever share price Spotify sets for an eventual IPO. If Spotify didn’t IPO within a year, that discount goes up 2.5% every extra six months. That’s on top of the 5% annual interest Spotify would pay on the debt, and 1% more every six months up to a total of 10%.

But these, apparently, are also in play. “If you have the user growth and feel secure enough to negotiate in other areas, why would you rush an IPO?”

The source described the current negotiations as a case of “you set the price, I set the terms.” That is to say, although there are loan requirements in place, there is an option to renegotiate them around a longer-term target valuation, which Spotify is potentially now in a better position to achieve. “If you can give the convertible note holder a higher ultimate price, it is quite possible to renegotiate the kickers,” the source said.

In any event, for now, the crux of the matter is that Spotify has been locked into licensing deals that do not give it a strong enough margin. As of September 2016 — the last time Spotify publicly updated its figures — the company has cumulatively paid out $5 billion to music rightsholders.

“It’s hard to build something sustainable around the revenue model as it exists today,” a source said. “If anything, a delay of the IPO window could give the market, Spotify’s (label) owners, and the management a little more time to recreate something.”

Currently, Spotify works on a rough 70-72 percent payout as has been reported before and outlined a few years ago by Spotify itself (although curiously a past link to Spotify’s own explanation is now dead and it’s not clear how to find it again). Essentially, about 55 percent is paid to record labels and artists; and 15 percent or more goes to music publishers and songwriters.

But one source tells us that depending on the region and other factors — deals are negotiated case-by-case, covering an artist’s or group’s music but also the number of times a stream is played, and whether it’s a free user listening with ads, or a paying subscriber with no ads — that overall payout can go up as high as 84 percent.

“The message to license holders from Spotify is: we can’t really make this work, guys,” our source said. “But, on the other hand, we’ve taken Spotify now to such a size that we need to make it work.”

Indeed, at the moment Spotify — which is live in 60 markets and lists 30 million songs — stands as the biggest of the streaming companies in terms of users, both free and paid. It stands as both a beneficiary and influencer on the pendulum swing to digital versus physical music sales: the music industry association IFPI said that in 2015 (its most recent figures), there was $6.7 billion in digital music sales, or 45% of all global revenues, while physical music sales accounted for 39%.

Spotify has been aggressively rolling out a number of features to both capture new users and to keep those who are already there listening to more music on its platform. These have included testing out a “Jump In” on-demand feature for free users; and launching a machine-learning based DailyMix; as well as a personalised playlist feature for new music on top of its already popular playlists, which now number 2 billion.

And while it seems to have backed away from making a large move to acquire Soundcloud, it has made smaller recent moves to build out its business model in other ways. Acquisitions have included Preact, a firm focused on improving its subscriber and other customer retention; and CrowdAlbum to help artists with more marketing tools.

Spotify’s size argument is that it’s the biggest streaming service in a music market where digital sales now exceed physical music sales, and it is using this in its bid to persuade license holders to “go back to the drawing board and reframe the agreement to work for all of us.” It sounds like Spotify is hoping to shift these to at least partially move to flat-rate models. 

However, it sounds like Spotify has been hammering away at these deals for a long time, and it has additional pressure in the form of licensing agreements with other streaming platforms like Apple’s (WSJ reports that Apple pays a 58% fee to labels). But while Spotify hasn’t yet closed any deals on new terms, there is now a recognition on both sides that they need to negotiate.