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Investment FAQs

 

 

Preferred shares are dividend-bearing investments. They differ from the $200 Owner Equity Share that every Co-op owner is required to purchase to be an owner in the following ways:

  • Preferred shares pay a dividend based on the size of the investment and not on the amount of purchases made at the Co-op;
  • Preferred share purchases are optional investments made at each owner’s discretion — no owner is required to purchase preferred shares as a condition of membership in the Co-op; and
  • Preferred shares carry no additional voting rights.

How do I buy shares?
There are two requirements to purchase preferred shares:
1. You must be an active Co-op owner.
2. You must be a resident of the state of Maine.
If you have met those requirements, you can find the information you need at bluehill.coop/site/invest from Kevin Gadsby at 207-374-2165 or generalmanager (at) bluehill.coop

Why is the Co-op offering preferred shares?
This offering provides owners the opportunity to invest funds in a local business while earning a fair return on their investment. They are being offered at this time to provide the owners’ part of the financing package for the Co-op’s planned relocation. The amount raised through the sale of preferred shares will reduce our need to borrow and pay higher interest rates to financial institutions to finance the relocation. In addition, a strong sale of preferred shares will be a strong indicator of owner’s support for the project to banks and other lenders.

What are the risks of this investment?
The preferred shares that the Co-op is offering for sale are not insured and, like nearly all investments, have an element of risk. By purchasing these shares, you are making a good faith investment in the Co-op.

How do I learn about the specific details of the offering?
Prior to purchase you will have access to an Offering Circular that provides detailed background on the Co-op’s plans, its financial history, and its financial projections that will allow you to determine if making an investment in these shares is appropriate for you. The Offering Circular has been reviewed by the Maine Office of Securities as part of its process of granting the Co-op a permit to offer the shares for sale to its owners.

What are the dividend rates?
There will be four series of shares in this offering, each with differing terms, and with different annual dividend rates as follows: investment_table

Will dividends rates change?
No. Rates for each series in this offering will have a fixed dividend rate. Subsequent offerings may have different rates to be determined by the Co-op’s Board of Directors at the time of such an offering and to be competitive with similar investments at local financial institutions.

Who determines what the rates are?
After studying and comparing rates offered by financial institutions in the area, the Relocation Committee, makes a recommendation to the Board of Directors on the rates. The Board makes the final decision on rates.

How do these rates compare with other lending institutions?
The rates offered by the Co-op are competitive with credit unions and banks. We urge you to compare the rates on this offering with what is being offered at other institutions.

How will I receive my dividends?
Each year the Co-op’s Board will declare if dividends will be paid for that year. If dividends are not paid, then, in accordance with State of Maine law, investors will not receive a dividend for that year. When dividends are paid each shareholder will receive a check for the total amount of dividends that they have earned.

Can I pull my funds out at any time?
No. Series A-1 shares must be held for a minimum of three (3) years, Series A-2 shares must be held for a minimum of five (5) years, Series A-3 shares must be held for a minimum of seven (7) years, and Series A-4 shares must be held for a minimum of ten (10) years. Once a shareholder gives the Co-op written notice of their intent to sell the shares back to the Co-op and the required minimum term has elapsed, the Co-op will have up to one year from the date of notice to pay the redemption amount (the purchase price plus declared but unpaid dividends).

How secure is my money?
Like most investments, preferred shares are uninsured and carry a level of risk. Your investment is based on your good faith in the Co-op.

What is the minimum investment that needs to be raised?
Until we raise $500,000, the funds invested sits in an escrow account. The Co-op cannot use the funds until the minimum is raised.

What happens to my investment if the minimum is not raised?
If the minimum investment is not raised within one year of the opening date of August 16, 2016, the funds are returned to the investor from the escrow account with no dividends.

What are the tax implications of my investment?
Dividends earned on preferred shares are considered to be taxable income. You will receive a 1099-DIV every year for use in preparing your taxes.

Will my investment be made public to other owners or anyone?
No. Your investment will not be disclosed to any other owners. Information about your share account will be kept private.

Will I get a larger say in the Co-op’s governance and operations?
No. The Co-op is founded on the principle of one owner, one vote. Preferred shares carry no additional voting rights; no investor will have any more say than any other owner.

Is there a minimum or maximum number of shares I can buy?
To invest, you have to purchase at least one share. The maximum dollar amount that any Co-op owner, who is an accredited investor, can invest in any combination of series of preferred shares is $500,000. The maximum dollar amount that a non-accredited investor can invest is $5,000 per year.

If the Co-op’s relocation plan causes the Co-op to lose money will I lose money too?
The Co-op’s decision to relocate its store was made with the intent to minimize the risk involved in relocation. Our projections indicate that the Co-op will show losses for the first three years after the relocation occurs and that it will then show profits in each year after that. Projections also indicate that there will be sufficient cash to operate and to pay all obligations, including dividends on preferred shares every year. These projections can be found in the Offering Circular. The only way that you would lose your investment in preferred shares would be if the Co-op was forced to close and had insufficient funds left after paying its creditors.

What happens if the Co-op closes?
The “preferred” nature of these shares refers to what would occur in the event that the Co-op were to close. In that case it would have a legal obligation to first pay off any creditors and any outstanding debts prior to reimbursing members for either their ownership shares or preferred shares. Per Federal law, once outstanding debts have been paid, preferred shares would be refunded first. Ownership shares would then be paid after preferred shares are refunded. If the Co-op were to close it would be required to first pay back its creditors and any outstanding debt before owners could receive any portion of their Fair Share investments. Because the preferred shares replace debt, essentially nothing changes. That is, instead of first paying back the lending institutions that hold our debt, we would first pay back the owners who hold preferred shares.

What is the benefit of my investment in the Co-op?
Shareholders will have the opportunity to invest locally, know how their money is being used and earn a better rate than a similar-sized investment is likely to provide. The Co-op will have the advantage of lowering its financing costs as the dividend rates that it pays on preferred shares will be lower than the interest rates it would pay on bank loans.

 

Still have questions? Contact Kevin Gadsby, General Manager at generalmanager@bluehill.coop

 

 

 

THIS OFFERING OF PREFERRED SHARES IS ONLY BEING PROVIDED TO OWNERS OF THE BLUE HILL CO-OP, INC. WHO HAVE CERTIFIED THAT THEY ARE BONA FIDE RESIDENTS OF THE STATE OF MAINE AND ANY OTHER USE IS UNAUTHORIZED