Anti-Dilution Provision: Definition, How It Works, Types, Formula

What Is an Anti-Dilution Provision?

Anti-dilution provisions are clauses built into convertible preferred stocks and some options to help shield investors from their investment potentially losing value. When new stock issues hit the market at a lower price than that paid by earlier investors in the same stock, equity dilution can occur. Anti-dilution provisions are also called anti-dilution clauses, subscription rights, subscription privileges, or preemptive rights.

Understanding Anti-Dilution Provisions

Anti-dilution provisions act as a buffer to protect investors against their equity ownership positions becoming diluted or less valuable. This can happen when the percentage of an owner's stake in a company decreases because of an increase in the total number of shares outstanding. Total shares outstanding may increase because of new share issuance based on a round of equity financing. Dilution can also occur when holders of stock options, such as company employees, or holders of other optionable securities exercise their options.

Sometimes the company receives enough cash in exchange for the shares that the increase in the value of the shares offsets the effects of dilution; but often this is not the case.

Anti-Dilution Provisions at Work

Dilution can be particularly vexing to preferred shareholders of venture capital deals, whose stock ownership may become diluted when later issues of the same stock hit the market at a cheaper price. Anti-dilution provisions can discourage this from happening by tweaking the conversion price between convertible securities, such as corporate bonds or preferred shares, and common stocks. In this way, anti-dilution clauses can keep an investor's original ownership percentage intact.

Dilution in Action

• As a simple example of dilution, assume that an investor owns 200,000 shares of a company that has 1,000,000 shares outstanding. The price per share is $5, meaning that the investor has a $1,000,000 stake in a company valued at $5,000,000. The investor owns 20% of the company.
• Next, assume that the company enters a new round of financing and issues 1,000,000 more shares, bringing the total shares outstanding to 2,000,000. Now, at that same $5 per share price, the investor owns a $1,000,000 stake in a $10,000,000 company. Instantly, the investors' ownership has been diluted to 10%.

Types of Anti-Dilution Provisions

The two common types of anti-dilution clauses are known as "full ratchet" and "weighted average." We will talk more about each of the two types more specifically in the next sections.

With a full ratchet provision, the conversion price of the existing preferred shares is adjusted downward to the price at which new shares are issued in later rounds. Very simply, if the original conversion price was $5 and in a later round the conversion price is $2.50, the investor's original conversion price would adjust to $2.50.

The weighted average provision uses the following formula to determine new conversion prices:

• C2 = C1 x (A + B) / (A + C)

Where:

• C2 = new conversion price
• C1 = old conversion price
• A = number of outstanding shares before a new issue
• B = total consideration received by the company for the new issue
• C = number of new shares issued

Full Ratchet Anti-Dilution Provisions

Full ratchet anti-dilution works by providing investors with the highest level of protection against dilution. When a company issues new shares at a price lower than what previous investors paid, the full ratchet provision resets the conversion price of the investor’s convertible securities to this new, lower price. This means that the investor can convert their preferred shares or convertible debt into common shares at the same price as the new investors.

The primary advantage of full ratchet anti-dilution for investors is the preservation of their ownership percentage and the value of their investment. By resetting the conversion price to the lower issuance price, investors can maintain a proportional stake in the company despite the issuance of additional shares at a reduced price. This protection is particularly important during down rounds where the company raises capital at lower valuations.

However, full ratchet anti-dilution provisions can be less favorable for companies. They can lead to significant dilution of common shareholders and make it more challenging to attract new investors, as new investors might be wary of the potential for substantial dilution in future down rounds. Additionally, these provisions can complicate negotiations and financing strategies, as companies must carefully consider the potential impact of triggering full ratchet adjustments on their capital structure and investor relations.

Weighted Average Anti-Dilution Provisions

Weighted average anti-dilution provisions provide a more balanced approach to protecting investors from dilution. These provisions adjust the conversion price of convertible securities based on a weighted average formula that takes into account both the old and new shares and their respective prices. The adjustment ensures that the conversion price is lowered but not to the extent of the new issuance price.

This weighted average approach results in a more moderate reduction in the conversion price, allowing investors to convert their securities into additional common shares, but not as many as they would under a full ratchet provision.

There are two variations of weighted average anti-dilution: broad-based and narrow-based. The broad-based weighted average includes all outstanding shares in the calculation. The narrow-based weighted average only considers shares issued to investors. These two approaches give companies a little more leeway to negotiate the level of protection based on their specific circumstances and priorities.

Weighted average anti-dilution provisions are generally viewed as more company-friendly than full ratchet provisions. They provide a fair compromise that protects investors from significant dilution while minimizing the impact on common shareholders and the company’s overall capital structure.

Limitations of Anti-Dilution Provisions

Anti-dilution provisions aren't always great for all parties. Here are several downsides to anti-dilution provisions:

1. They Are Complex. Anti-dilution provisions can complicate future financing rounds. They often require detailed calculations to adjust conversion prices, which can delay funding processes and add administrative costs. The complexity could also deter potential new investors who may be concerned about the implications of these provisions without fully understanding the implications of future funding rounds.
2. They Dilute Common Shareholders. Anti-dilution provisions protect convertible security holders but can lead to significant dilution of common shareholders. When conversion prices are adjusted, more common shares are issued to existing investors, reducing the ownership percentage of common shareholders.
3. They (Could) Create Investor Conflicts: The presence of anti-dilution provisions can create conflicts between different classes of investors. New investors may negotiate for similar protections, leading to a complex and sometimes contentious capital structure. Existing investors may also have competing interests, particularly if broad-based versus narrow-based weighted average provisions are in play.
4. They (Could) Impact Valuations: Anti-dilution provisions can affect a company’s valuation and the terms of subsequent investment rounds. Potential investors might demand lower valuations to compensate for the risk of triggering anti-dilution adjustments. This can lead to tougher negotiations and potentially less favorable terms for the company, meaning the company's financing may not do as well.

The Bottom Line

An anti-dilution provision is a clause in an investment agreement designed to safeguard investors from the dilution of their ownership percentage when new shares are issued at a price lower than what they initially paid. It accomplishes this by adjusting the conversion price of its convertible securities.