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