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Funding thought use of Notes

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7:26 pm
December 20, 2010


James E. (Jim) Mille

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Post edited 7:30 pm – December 20, 2010 by James E. (Jim) Mille


 Folks,

CGB

should be a state chartered bank owned by its depositors and

investors. It should have a cooperative agreement with another bank

to do the transactions until such time as CGB can afford its own

"back room". This is the plan and it's a good one.

 The

great hole in the plan is that banks loan money, not invest in

shares. Most L3C's (low profit, limited liability company) need at

least 50% equity to get the other 50% as a loan for start-ups and

grow-ups. This hole is not the bank's fault because the

regulations so limit banks to loans.

 In addition to the CGB, we need a way to raise equity funds and provide

liquidity for those investors and companies for which the equity

investments are made in L3C enterprises. Such a plan exists at the

theory level and general design stage. Under development is "Small

Business Investment Exchange" (SBIE) ( http://sbic.wetpaint.com

). Both CGB and SBIE should co-evolve.

 A good funding plan involves securities and a good pitch. It also

helps to follow a successfully implemented plan. Such a successfully

implemented plan exists and has been operational for about a year.

That plan was created by Cooperative Fund of New England, know as the

Cooperative Capital Fund of New England. The prospectus is online (

http://cooperativefund.org/fil…..PECTUS.pdf

) and much of the descriptive materials is also online.

The prospectus describes two instruments: First Loss Money Notes which

are subordinated to Capital Notes. I suggest we take a very careful

look at this funding system. I recommend we utilize the funding

approach of CFNE for CGB. I plan to use it for SBIE. Here's the

summary of CCF:

 

Overview

The Cooperative Capital Fund of New England, Inc. is conducting this

offering and is referred to throughout this prospectus as “CCF”

or “we” or “us.” We are offering Social Capital Notes and

First Loss Money Notes. The Social Capital Notes will be senior to

the First Loss Money Notes. The principal of and accrued, but unpaid,

interest, if any, on the Social Capital Notes will be repaid in full

before any payment of interest on the First Loss Money Notes is made.

The Social Capital Notes and First Loss Money Notes, which we refer

to collectively as the “Notes,” are unsecured, nonrecourse

obligations of CCF. Proceeds raised from the sale of Social Capital

Notes will be held in escrow until proceeds received from the sale of

First Loss Money Notes total at least 15% of the Social Capital Notes

proceeds. Together the proceeds received from the sale of the Social

Capital Notes and the First Loss Money Notes constitute the

Investment Fund (the “Fund”). The Fund will be invested in

eligible cooperative organizations as described elsewhere in this

prospectus, and the cash flow from those investments will be used to

repay the Notes.

 CCF aims to raise $1,000,000 through the sale of Social Capital Notes to

a maximum of $1,500,000, and a minimum of $60,000 through the sale of

First Loss Money Notes to a maximum of $500,000. In the aggregate

between the two classes, the minimum to be raised is $460,000. First

Loss Money Notes must equal or exc be used to repay the Social

Capital Notes first and then First Loss Money Notes. It is

anticipated that the Social Capital Notes will be repaid within

eleven years, with half of the repayment occurring within 7.5 years.

The Social Capital Notes and First Loss Money Notes can earn interest

at a rate of 0 to 5% annually, which rate will be chosen by the

investor at the time of subscription. Interest on the Social Capital

Notes will be paid in April of the spring of the following year based

on the weighted average balance outstanding of all Notes. At this

writing the first loss money collected totals $170,000.

 All funds raised will be held in escrow until we raise the $460,000

aggregate minimum in Social Capital Notes and First Loss Money Notes,

including at least $60,000 in First Loss Money Notes. No interest

will be paid on the First Loss Money Notes until all Social Capital

Notes are repaid with interest. The offering will continue for up to

24 months (at CCF’s discretion) from the launch date, and must

during that time reach its minimum funding level of Social Capital

Notes and First Loss Money Notes. If the minimum funding levels are

not reached by December 13, 2009, the offering will be terminated,

and the principal sum of the Notes will be refunded to the investors

along with pro-rata interest earned on the escrow account.

 Earnings on the escrow account may be more or less than the pre-selected

interest rate of the Notes.

First Loss Money Notes will be repaid only after all Social Capital Notes

are repaid with interest, and will bear any losses CCF experiences

that cannot be covered through a loan loss reserve, which is

estimated at 18% of invested assets over the life of the Fund. The

loan loss reserve is built through the spread between CCF’s

investments income (estimated at 11%) and CCF’s costs of funds

(estimated at 3%), and CCF’s direct costs to operate which will

vary depending upon the size of the Fund and subsidization by the

Cooperative Fund of New England. Once all Notes have been repaid with

interest, the surplus, if any, from investments made with proceed

from the Notes will be used to fund subsequent, separate funds for

capitalizing cooperative organizations. The Notes are non-recourse

obligations of CCF that constitute a participation in the Fund, and

that will be repaid based on the performance of the investments made

with the Fund. CCF may have multiple funds in the future. Each

fund will be independent, funded by separate notes and be invested in

separate assets.

 http://cooperativefund.org/fil…..PECTUS.pdf

 

Regards,

Jim Miller

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