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【文章预读】
Why would Spotify go for the direct option? The savings on underwriting fees are not trivial. Perhaps more important is that without the 3-6 month lockup period typically seen in IPOs (presold blocks aside), existing holders will be free to sell shares when they like. In the meantime, they need not fear their holdings being diluted. Spotify may think its well-known brand does not need a full roadshow. The onerous terms of a $1bn loan Spotify took from TPG and Dragoneer, two investment firms, may have also played a part. The loan not only became dearer the longer Spotify stayed private; it also included an exchange of debt into equity at a level tied to an IPO price.
Others may follow in Spotify’s path. The publicity around direct listing has prompted “intense interest”, says Anna Pinedo of Morrison Foerster, a law firm. A senior IPO banker insists that direct listing is a “niche” suitable only for the small subset of private companies that already have a large number of shareholders. But some privately held tech companies do indeed have big shareholder bases and brands as well-known as Spotify’s; if they decided they did not need new capital as part of listing, the direct option could fit the bill. If Spotify’s listing goes smoothly, IPOs may no longer be the only game in town.
【文章精讲】
Why would Spotify go for the direct option? The savings on underwriting fees are not trivial. Perhaps more important is that without the 3-6 month lockup period typically seen in IPOs (presold blocks aside), existing holders will be free to sell shares when they like. In the meantime, they need not fear their holdings being diluted. Spotify may think its well-known brand does not need a full roadshow. The onerous terms of a $1bn loan Spotify took from TPG and Dragoneer, two investment firms, may have also played a part. The loan not only became dearer the longer Spotify stayed private; it also included an exchange of debt into equity at a level tied to an IPO price.
Spotify为什么要选择直接上市呢？由此节省下来的承销费用绝非小数目。也许更重要的是，直接上市没有IPO通常三至六个月的锁定期（预售大宗持股除外），现有的持股人可以随意出售股票。与此同时，持股人不必担心自己的股份被稀释。Spotify可能认为以自己品牌的知名度不需要全面路演。为从TPG和Dragoneer这两家投资公司获得10亿美元债务融资而签订的苛刻条款可能也是原因。根据这些条款，Spotify上市越晚，贷款负担就越重，而且债转股的价格也与IPO价格挂钩。
underwriting n.承销
trivial adj.琐碎的，不重要的
lockup n.封锁
presold n.预售
dilute v.稀释，减少
- You can dilute the medicine with water.
onerous adj.麻烦的
loan n.贷款
dear adj.昂贵的
debt n.债务
equity n.股权
Others may follow in Spotify’s path. The publicity around direct listing has prompted “intense interest”, says Anna Pinedo of Morrison Foerster, a law firm. A senior IPO banker insists that direct listing is a “niche” suitable only for the small subset of private companies that already have a large number of shareholders. But some privately held tech companies do indeed have big shareholder bases and brands as well-known as Spotify’s; if they decided they did not need new capital as part of listing, the direct option could fit the bill. If Spotify’s listing goes smoothly, IPOs may no longer be the only game in town.
其他公司也许会仿效Spotify的做法。美富律师事务所（Morrison Foerster）的安娜•皮内多（Anna Pinedo）表示，关于直接上市的报道引发了人们“强烈的兴趣”。一位资深IPO银行家坚称，直接上市是一种“小众”做法，只适合小部分已经拥有大量股东的私人企业。但一些私人控股的科技公司确实有大量股东，而且品牌知名度与Spotify相当，如果它们认为自己并不需要上市带来的新资本，那么直接上市就能满足它们的需要。如果Spotify的上市进展顺利，IPO可能就不再是上市的唯一选择了。
publicity n.宣传
prompt v.导致
senior adj.资深的
niche n.细分市场，小众（跟mass相反）
subset n.子集
capital n.资本
【推荐句式表达】
1. … prompts intense interest
2. fit the bill
3. no longer the only game in town
adj. 繁重的，麻烦的
