18.2.14經濟學人官譯：不募股直接上市

A new way to float

Direct flight to NYSE

Spotify opts for an unusual way of going public. Can it be a model for others?

上市新途徑

直達紐交所

Spotify選擇了一種不尋常的上市方式。這會成為其他公司的模板嗎？

FOR seasoned bankers and starry-eyed entrepreneurs alike, doing an IPO, or initial public offering, is synonymous（辭彙）with the very idea of taking a firm public. No wonder, then, that the decision by Spotify, a music-streaming service, to opt for（句型）an unconventional alternative called a 「direct listing」 has prompted debate. Instead of paying investment banks hefty fees to arrange an IPO, Spotify plans to have existing shares simply switch one day to being tradable on the New York Stock Exchange (NYSE).對於經驗豐富的銀行家和滿懷抱負的企業家來說，IPO（首次公開募股）就是公司上市的代名詞。因此，當音樂流媒體服務公司Spotify決定選擇一種名為「直接上市」（direct listing）的非常規方式時，引發爭議也就不足為奇了。Spotify並沒有向投資銀行支付一大筆錢來安排IPO，而是計劃在某一天讓現有股票在紐約證券交易所直接轉成可交易股票。

ADJ You can use seasoned to describe a person who has a lot of experience of something. For example, a seasoned traveller is a person who has travelled a lot.

ADJ If you say that someone is starry-eyed, you mean that they have such a positive or hopeful view of a situation that they do not see what it is really like.

ADJ Hefty means large in size, weight, or amount.

IPOs themselves have become rarer, as startups such as Uber and Airbnb have chosen to raise money through private markets instead. Although there was an uptick（辭彙）in the number of IPOs in America in 2017—108, compared with 74 in 2016—the average number of IPOs has remained at around 100 annually since 2000, compared with over 300 in the course of（句型）the two previous decades. But until now no big company had contemplated direct listing as an alternative. The structure has been seldom used: in America, examples include a few vehicles for investing in property and a handful of small biotech firms. Among American exchanges, only NASDAQ has so far allowed such listings; the NYSE has proposed a change to its own rules that would allow them (it is still to be approved by regulators). 優步和愛彼迎等創業公司如今都選擇通過私人市場融資，IPO本身已經變少。儘管2017年美國IPO數量增至108個（2016年為74個），但自2000年以來IPO的平均數量一直保持在每年100個左右；而再往前的20年裡，年均IPO數量超過300個。不過到目前為止，還沒有哪家大公司考慮過直接上市。企業很少採用這種上市結構，在美國，只有幾個投資房地產的實體和少數幾家小型生物技術公司使用過這種方法。在美國的交易所中，迄今為止只有納斯達克允許直接上市；紐交所已經提出調整自身規則的計劃，允許直接上市，但仍需要監管機構批准。

V-T If you contemplate an action, you think about whether to do it or not.

N-COUNT You can use vehicle to refer to something that you use in order to achieve a particular purpose.

An IPO contains many elements: investment banks drum up investor interest through a roadshow, sign up new investors, set a target price, line up blocks of shares from existing shareholders, underwrite（辭彙）new share issuance and smooth trading on the first day by guaranteeing afloor for the share price. A direct listing comes with no such luxuries. With no new share issuance, all shares that come to market must come from existing shareholders. But with no special provisions（辭彙）for large blocks of trades, they will only be able to sell what the market will bear; a large sell-off would cause the price to plummet. And if too few shareholders sell, the first days may see thin and volatile trading, resulting in strange pricing for the shares. IPO包含很多內容：投資銀行通過路演勾起投資者的興趣，簽約新投資者，設定目標股價，為現有股東手中存量股票的交易做好安排，承銷新股發行，在上市首日為股價保底以保證交易順利進行。直接上市可沒有這麼奢侈。沒有新股發行，上市的股票只能來自現有股東手裡的存量股票。但由於對大宗交易沒有特別的應對措施，因此只能出售市場能承受的股票數——大量拋售會導致股價暴跌。而如果出售股票的股東太少，頭幾日可能會出現交易清淡且股價波動的情況，造成股票定價異常。

PHRASAL VERB If you drum up support or business, you try to get it.

N-COUNT A blockof something such as tickets or shares is a large quantity of them, especially when they are all sold at the same time and are in a particular sequence or order.

V-I If an amount, rate, or price plummets, it decreases quickly by a large amount.

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（辭彙）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（辭彙） at a level tied to an IPO price. Spotify為什麼要選擇直接上市呢？由此節省下來的承銷費用絕非小數目。也許更重要的是，直接上市沒有IPO通常三至六個月的鎖定期（預售大宗持股除外），現有的持股人可以隨意出售股票。與此同時，持股人不必擔心自己的股份被稀釋。Spotify可能認為以自己品牌的知名度不需要全面路演。為從TPG和Dragoneer這兩家投資公司獲得10億美元債務融資而簽訂的苛刻條款可能也是原因。根據這些條款，Spotify上市越晚，貸款負擔就越重，而且債轉股的價格也與IPO價格掛鉤。

ADJ If you describe something as trivial, you think that it is unimportant and not serious.

V-T/V-I If a liquid is diluted or dilutes, it is added to or mixes with water or another liquid, and becomes weaker.

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（句型）. If Spotify』s listing goes smoothly, IPOs may no longer be the only game（句型） in town. 其他公司也許會仿效Spotify的做法。美富律師事務所（Morrison Foerster）的安娜·皮內多（Anna Pinedo）表示，關於直接上市的報道引發了人們「強烈的興趣」。一位資深IPO銀行家堅稱，直接上市是一種「小眾」做法，只適合小部分已經擁有大量股東的私人企業。但一些私人控股的科技公司確實有大量股東，而且品牌知名度與Spotify相當，如果它們認為自己並不需要上市帶來的新資本，那麼直接上市就能滿足它們的需要。如果Spotify的上市進展順利，IPO可能就不再是上市的唯一選擇了。

N-COUNT A niche in the market is a specific area of marketing which has its own particular requirements, customers, and products.

N-COUNT A subset of a group of things is a smaller number of things that belong together within that group.