IMPORTANT LEGAL NOTICE:
Due to legal constraints, Berkshire Co-op Market is only able to offer our Owner Loan Program to current owners whose primary residence is in Massachusetts or New York.
Thank you for your interest!
Owners may support the expansion in one of several ways:
- Continue to shop as much as possible at our Co-op
- Owners who are Massachusetts or New York residents may make a loan to the Co-op (please see below for details)
- Encourage others to become Co-op owners and shop at the Co-op
Berkshire Co-op Market is conducting an Owner Loan program to help support our development and intends to raise $1.3 million in unsecured, subordinated owner loans by the end of June 2017.
- We are accepting loans with terms from 5 to 7 years
- The minimum loan level is $1,000
- For loans up to $10,000 we are offering interest rates of up to 3%.
- For loans over $10,000 we are offering interest rates of up to 5%
- Actual percentage rate and term determined by the lender within the offered range
- Interest is simple, non-compounding and calculated on a per annum basis
- Interest only payments for first two years followed by quarterly principal and interest payments for remainder of loan term
Owner Loans are offered only to owners of Berkshire Co-op Market whose primary residency is in the Commonwealth of Massachusetts or the state of New York, specifically the official representative of ownership, not associate owners. All owners who make Owner Loans must be making the loan for their own account and not for resale. These loans cannot be sold, assigned, or transferred.
Risks Associated with This Offering
As with all investments, there are risks associated with investing in the owner loan program. You should consult with your legal counsel, accountant or business advisor prior to making a decision to invest in the owner loan program.
An investment in the offering is speculative and involves a number of significant risks. You must be able to withstand a total loss of your investment. Before investing, investors should carefully and specifically consider the following risks, which are not intended as an exhaustive list of the potential risks an investor may face:
Investment in the owner loan program is a speculative investment. Investors may not realize any return on their investment. In fact, investors could lose their entire investment. The Co-op may default on the payments required under the owner loans. For this reason, investors should carefully read this document and consult with their legal counsel, accountant or business advisor prior to making a decision to invest in the owner loan program.
Owner’s rights under the promissory notes issued for owner loans are non-transferrable, and the notes are not assignable.
Subordinated Nature of Owner Loans
Owner loans made through the offering will likely be subordinated to all other debt that the Co-op incurs. This means that the Co-op may not be able to make the anticipated payments to owners who participate in the owner loan program.
Offering Not Registered with the SEC or Any State Securities Commission
The promissory notes offered hereby have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. Any representation to the contrary is a criminal offense. Investors should not expect to be able to liquidate their investment quickly, even in case of an emergency. Because the promissory notes have not been registered with the SEC or with any state securities commission, investors do not have the benefit of review of this loan Prospectus by the SEC or any state securities commission.
Financing and Operational Risks
If the maximum offering amount is received, assuming that we obtain all of the sources of funds described in the Sources and Uses chart on page 20 we believe that the proceeds of this offering will be sufficient to fund the store expansion and the Co-op’s working capital requirements through June 2023. If the proceeds of this offering are not adequate to finance the project and fund the Co-op’s working capital needs, then the Co-op will be required to seek additional financing and if unsuccessful, the store expansion will not take place and a default on current owner loans could result. Unknown and unforeseen situations could cause the Co-op to discontinue operations and dissolve the business.
Possible Delays to the Project
If construction delays or complications occur during the project, the Co-op may not be able to operate part or all of the store for a period of time. The Co-op may have to be closed for a number of weeks and sales projections and cash flow may be negatively affected.
National and Local Retail Competition
The retail food industry is highly competitive. Some of the Co-op’s competitors are owned by large companies with resources far greater than those of the Co-op. In addition, local grocers in the community also carry natural foods. The current and any increased competition in the sale of natural foods and products could negatively affect the Co-op’s sales volume, which could have a material adverse effect on the Co-op’s business and financial position.
Reliance on Key Personnel
The Co-op relies on the management staff and the Board of Directors, none of whom has any contractual obligation regarding length of service with the Co-op. There is no guarantee that the Co-op will be able to recruit and retain people possessing the skills and experience needed by the Co-op.