What is Pay to Play?

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  • Written By: Malcolm Tatum
  • Edited By: Bronwyn Harris
  • Last Modified Date: 22 January 2020
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Pay to play is a term that is used in a number of stock financing situations, and often has to do with rights and privileges extended to investors as a result of their financial interest in a given company. Provisions of this type are normally outlined in the charter documents of the issuing company, as well as in the terms that are defined in the stock purchase agreements associated with the initial purchases made by shareholders. As part of the arrangement, investors who hold certain types of shares are required to participate in any stock offerings that take place after his or her initial investment is completed. In the event that the investor chooses to not participate in one of these subsequent offerings, certain benefits associated with the pay to play provision are withdrawn, and usually cannot be recovered.


One of the more common strategies associated with a pay to play clause in a stock purchase is the ability for the investor to be protected from the possibility of the value of his or her interest in the company becoming diluted as additional shares are offered in the marketplace. Since the provision requires the stockholder to participate in new stock offerings, and is often granted preference in that participation, the ability to maintain the degree or percent of interest in the company is ensured. This is sometimes referred to as antidilution protection, since pay to play makes it possible to maintain the degree of interest in the company over time, a factor that is often key to the long-term strategies of key investors.

In the event that a shareholder chooses to not exercise this pay to play privilege, the protection from possible dilution of the percentage of interest in the company is normally lost. From that point forward, there is no automatic preference accorded to the investor in terms of participation in new stock offerings. Should he or she wish to purchase additional shares, it is possible to do so only once the shares are made available on an exchange, and at the current market price.

Since pay to play is often associated with preferred stocks, there is also the possibility that the decision to not participate in subsequent stock offerings will trigger a conversion of the preferred shares into common shares. This means that investors who experience the conversion no longer have access to the fixed dividend offered by preferred stock. In addition, shareholders no longer have preferred status in the event that the company is forced to undergo liquidation of its assets at some point in the future.


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