Asana, which provides enterprise task management and collaboration software, filed on Monday to register its shares with the SEC and complete a direct listing on the NYSE. The tradable Class A shares will be sold by existing shareholders; Asana will not raise new capital in its listing.
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Leading up to its listing, which will likely occur in September, Asana has raised $450 million this year from its co-founder and CEO Dustin Moskovitz, a co-founder of Facebook, by issuing two 3.5% senior mandatory convertible promissory notes due 2025.
The June 2020 convertible note has an initial conversion price of $31.09. During fiscal 2021 year-to-date (Feb 2020 - July 2020), about 714,000 shares were sold in private transactions, ranging from $13.04 to $25.00; if the company listed its shares at the $25 high end of that range, Asana would command a fully diluted market value of $4.6 billion.
None of Asana's shareholders will be subject to the standard 180-day lock-up agreement found in most IPOs (or reportedly in Palantir's planned direct listing).
Asana aims to be the first major direct listing of 2020. Slack Technologies (WORK) was the sole major direct listing last year; the collaboration software provider closed on Monday at $28.29, a 9% return from its July 2019 NYSE reference price of $26, and a -27% from its first-day close of $38.62. 2018 direct listing Spotify (SPOT) had spent much of its trading history near its $132 reference price, until soaring more than 100% during the second quarter as usage spike during the pandemic; it closed Monday at $269.13.
The San Francisco, CA-based company was founded in 2008 and booked $162 million in sales for the 12 months ended April 30, 2020. It plans to list on the NYSE but has not selected a proposed ticker (RC ticker: SANA.RC). Asana initially filed confidentially for a direct listing in January 2020. As a direct listing without a firm commitment offering, there are no underwriters on the deal; instead, Morgan Stanley, J.P. Morgan, Credit Suisse, and Jefferies will serve as financial advisors. Neither the pricing terms nor the initial tradable float were disclosed.
