The Chief Executive Officer of the Grand Central Bakery is looking at her coffee. She points to a pattern in the foam. She has been with the company for almost three decades.
Randall and her co-owners value the company's progressive values and commitment to community more than its coffee and fresh baked goods. It has 11 cafes and two production facilities in Portland and Seattle that use carbon-neutral milk. Local and sustainable farms, above-average salaries and benefits, and donating a portion of sales to social causes are some of the features of the business.
Succession planning has become more difficult for the owners because of Central's socially conscious values. Randall says that many investors want an aggressive return. She thinks that Grand Central would be sold to larger and larger companies again and again. It is more than likely that the values of the founding fathers will eventually be taken away.
Many business owners face a dilemma. There was a potential solution for Grand Central that came about late in the year. Entrepreneurs in Europe and the US can transfer ownership to a trust that will guide the business based on their values. Our initial reaction was, wow, this is so cool. Randall said it. It is possible to have a reasonable return on your life's work.
The owners of Grand Central decided to transition to a PPT after doing a lot of research. The business will join a few dozen PPTs in the US when the process is completed. The movement got a boost when Yvon Chouinard said he was giving the company to a trust and a nonprofit. The network with offices in Germany and the US is dedicated to spreading the idea. The organization helps companies interested in this kind of ownership structure by sharing research and information.
One of the first PPTs in the country was the Organically Grown Co. During the early days of the organic movement in Eugene, Oregon, the company was founded in the late 70's. David Lively has held various leadership positions with the company since 1980. They became more concerned about potential buyers. The values at the heart of the business are at risk if the employee-owners approve a takeover. They decided to become a PPT in order to preserve those values.
OGC was flooded with calls from other business owners who were interested in learning how to make a similar shift. OGC founded an advisory firm and later a small investment bank that focused on PPTs. Forcefield, which is working with Grand Central, sees this alternative as an antidote to consolidate.
To set up a PPT, owners must form a trust to hold all of the company's voting stock, then draw up governance documents, called a trust agreement, with a mission statement. Grand Central wants to support the food system, be the best employer, and remain local and independent. This route is usually used by founders to get outside capital to finance ownership transfers. He donated his shares to the new entities instead of walking away with cash.
A board will make sure that the company's values are protected in perpetuity. B Corps and employee stock ownership plans can be sold to the highest bidder. The key is to separate governance rights and economic rights. Most companies distribute profits based on maximizing shareholder value, but a PPT uses profits to support the mission and leave more to invest. After that, shareholders get dividends. The produce distributor at OGC gave a 5% annual return to investors.
The goal for the Grand Central transition will be between $5 million and 10 million dollars. The niche of investors interested in deals like this is growing. They are giving up a bit of control, but they are okay with that.
The ownership group plans to keep a stake in the business, and Randall will stay on as CEO. The terms of the transition are not public. The goal is to come close to what the business would fetch on the open market, according to the two men. That is important for the movement.
The deals are usually structured to avoid share price appreciation. The new owners won't get back their initial investment if they sell their shares. Randall says that capitalism is still alive and well, but it is different. I am serious when I say that it is important that we exist.