• Just Released: New Reports Advocate for Greater Investment in Employee & Alternative Ownership

    What Georgia’s Impact Investing Ecosystem Should Know

As Georgia leaders work to expand financial inclusion and community wealth, employee ownership is emerging as one of the most powerful, and underutilized, strategies to get there. Whether through Employee Stock Ownership Plans (ESOPs), worker cooperatives, or Employee Ownership Trusts, giving workers a stake in the businesses where they work has proven to build wealth, retain jobs, and anchor businesses in their communities. In a state where nearly half of all business owners are nearing retirement, these models also offer timely solutions to preserve small businesses and prevent wealth loss.

By chance, two national thought leaders, Transform Finance and the Lafayette Square Institute, each released new reports (The Trillion Dollar Opportunity Hiding in Plain Sight: Why Investors Are Paying Attention to Employee Ownership and Financing the Growth of Employee Ownership: Policy Landscape Report) which make the case for employee ownership as a driver of inclusive prosperity, quantify the scale of the opportunity, identify barriers in the current financial system, and recommend policies and capital strategies to accelerate adoption.

Don’t have time to dig into these pieces right now? Check out our key takeaways and how they relate to Georgia’s context!

The Trillion-Dollar Opportunity

Transform Finance’s briefing estimates that roughly 1.2 million U.S. businesses employing 58 million people could transition to broad-based employee ownership. That equates to an external financing opportunity of approximately $1 trillion—with the potential to generate over $3 trillion in wealth for workers over a generation, or about $270,000 per worker. Yet the current ecosystem of dedicated capital sits in the low single-digit billions—indicating a significant shortfall.

Zooming in on Georgia, more than 78,000 Georgia firms are owned by individuals aged 55 or older, representing a major “silver tsunami” of business transitions. Without succession plans, many of these companies risk shutting down or being sold to absentee or extractive buyers. Targeted employee ownership transitions—via ESOPs, worker cooperatives, or Employee Ownership Trusts—could preserve local jobs, stabilize communities, and generate wealth for Georgia workers.

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The Persistent Financing Gap & Deal Complexity

While the benefits of employee ownership are clear, both reports highlight why these transitions often stall:

  • Perceived Risk & Due Diligence Burdens:

    Lenders and private credit providers view ESOP conversions as complex, requiring thorough valuation of illiquid, closely held companies. Lafayette Square Institute notes that 75% of banks require updated 409A valuations, often costing $15,000–$30,000, deterring smaller firms without budget for upfront fees.

  • Seller Note Exposure & Cash-Flow Pressure:

    Sellers typically finance 20–40% of the purchase price through subordinated notes with five- to ten-year maturities, often at 6–8% interest. This seller exposure is seen as credit risk by senior lenders and can push debt service coverage ratios below acceptable thresholds, especially in companies with thin margins.

  • Collateral & Guarantor Requirements:

    Banks often require personal guarantees or cross-collateralization, which sellers may be unwilling or unable to provide in retirement or transition. The result: Traditional, more risk-averse lenders shy away from the investment or impose restrictive covenants that do not square with the potential investee’s business model/ambitions.

  • Transaction Complexity & Legal Costs

    Structuring mixed ownership vehicles (ESOPs, co-trusts, profit-sharing plans) demands specialized legal and tax expertise. Transform Finance reports legal and advisory fees averaging 2–3% of transaction value, creating an entry barrier for deals under $5 million.

Both Transform Finance and LSI argue that blended finance—integrating public de-risking capital, below-market mission debt, and transaction cost grants—can reduce these barriers. For example, LSI documents cases where foundations cover 100% of transaction advisory costs, CDFIs fill senior debt roles, and specialized mezzanine providers cover the seller note, effectively eliminating the need for personal guarantees and lowering the overall cost of capital. Let’s take a deep dive into “blended finance” models.

  • Mezzanine & Subordinated Note Innovations:

    Lafayette Square Institute highlights how mission-driven capital providers can deploy subordinated debt at coupon rates of 4–6%, carrying five‑ to ten‑year maturities aligned with seller note schedules. This reduces seller exposure and enables larger deals without diluting employee equity stakes.

  • Evergreen & Patient Capital Vehicles:

    Transform Finance profiles existing “evergreen” funds—in which principal repayments are recycled into new deals—and finds that funds with 10‑year investment horizons outperform shorter‑term vehicles on both financial returns (IRR of 8–10%) and social metrics (e.g., number of jobs retained per dollar invested).

  • Public Private Credit Facilities:

    Both reports point to the value of matching public de‑risking capital with private senior debt. For example, under the proposed American Ownership and Resilience Act (AORA), every $1 of private capital is matched with up to $2 of public debentures—creating leverage ratios as high as 3:1. In Georgia, SSBCI tools could be structured similarly to underwrite a portion of senior debt for ESOP conversions.

  • Co Investment Stacking:

    Lafayette Square Institute documents cases where foundation grants cover transaction costs (legal, valuation, TA) while CDFIs provide senior debt and private credit funds offer mezzanine tranches. These multi‑source capital stacks have closed deals ranging from $1 million (small manufacturers) to $50 million (regional service firms).

Typical capital stack for ESOP deals:

  • Senior debt (50–70%): Provided by banks, CDFIs, or public lenders, often at 4–7% interest over 7–10 years. SSBCI-backed loans may offer slight rate reductions and more flexible collateral requirements.
  • Subordinated seller debt (20–40%): Carried by the selling shareholders at 6–8% interest, typically amortized over 5–10 years.
  • Equity or patient capital (5–15%): Supplied by evergreen funds, mission-driven investors, or retained earnings. Reports show that investments from funds with 8–10 year horizons often take a 10–15% equity stake or provide low-interest subordinated loans to bridge this gap.

In Georgia, promising prototypes are emerging:

  • The Georgia Department of Community Affairs’ SSBCI Program partners with CDFIs, private debt funds, and financial institutions like Invest Atlanta and Truist Direct Lending to provide senior debt with up to 90% LTV coverage and flexible covenants in underserved markets.
  • Kindred Futures (formerly Atlanta Wealth Building Initiative) is a nonprofit coalition focused on Black community wealth. Kindred’s strategy is to “invest in Black wealth-building solution providers,” working “in partnership with mission-aligned entities” to design equitable economic strategies. Through its “financial” pillar, Kindred Futures aims to “bolster capacity of Black wealth solution providers and leverage investments for capital movers to scale solutions.” In practical terms, Kindred mobilizes grants and impact investments into Black-led enterprises and community projects, effectively serving as a catalytic capital connector.
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Love is Love Farm, a community farming cooperative in Savannah, GA, transitioned to a cooperative structure in 2022 with a hybrid capital stack blending community equity, worker-ownership, existing farm equity, and grants:

  • Preferred Shares: Sold at $1,000 each to CSA members and community investors, providing patient equity without diluting control.
  • Worker-Owner Equity: Modest amount of worker-owner buy-in, ensuring personal stake in farm operations.
  • Farm Equity Loan: Structured as seller-financed debt to Love is Love Farm, reflecting the value of the business’s assets and goodwill.
  • Grants/Donations: Through a partnership with Foodwell Alliance, of which a 10% admin fee funds organizational overhead and 7% is allocated to an urban farmer support fund.

This innovative structure balanced risk across multiple stakeholders, leveraged community capital, and integrated grant funding to cover transaction and capacity-building costs—resulting in a successful transition that expanded production capacity by 40% and created profit-sharing distributions for worker-owners within the first year.

Policy Levers & Legislative Innovations

Both reports identify a suite of policy actions, beyond credit facilities, that Georgia could champion to accelerate employee ownership transitions:

  • Enhanced ESOP Tax Incentives:

    Congress’s existing ESOP tax deduction (26 U.S.C. § 1042) allows selling shareholders to defer capital gains on ESOP transactions. Lafayette Square Institute recommends Georgia mirror this at the state level by creating a state‑income tax deferral or exemption for gains rolled into ESOPs—reducing transaction costs and making sales to employees more attractive.

  • Public Pension Plan Co-Investment:

    Many states, such as Illinois and California, permit public retirement systems to allocate a small percentage (0.5–1%) of assets to local impact funds. Georgia’s TRS and PSERS could adopt a similar co-investment policy—directing a portion of a new “community wealth-building” allocation to ESOP catalytic funds or cooperative development capital.

  • Procurement & Market Development Incentives:

    Both reports emphasize government contracts as an anchor demand signal. Georgia could enhance its state procurement code to include employee ownership preferences (e.g., a 5% bid preference or set‑aside for ESOPs/co-ops) and pilot public–private purchasing consortia (e.g., K–12 school food co-ops).

  • SSBCI & EDA Synergies:

    Georgia’s State Small Business Credit Initiative (SSBCI 2.0) plan can explicitly earmark up to 5% of funds for employee ownership conversions. In parallel, EDA’s Build to Scale and Regional Innovation Strategies grants can be leveraged to underwrite proof‑of‑concept and capacity-building pilots for ESOPs and co-ops in high‑need communities.

  • State-Level Employee Ownership Legislation:

    Drawing on Colorado’s HB 23-1234 and Washington’s ESOP revolving loan statutes, Georgia could pass a dedicated Employee Ownership Act to: 

    • Establish a revolving loan fund seeded with state appropriations and federal grants (e.g., EDA Statewide Planning), specifically for ESOP and cooperative conversions.
    • Create a streamlined certification process for employee-owned enterprises—granting them expedited access to state procurement contracts and targeted technical assistance.
    • Authorize a small appropriation for grants covering transaction advisory costs (legal, valuation, TA), reducing upfront barriers for sellers and smaller businesses.

Governance, Measurement, & Ecosystem Enablers

Beyond capital, both studies emphasize the importance of governance design, measurement frameworks, and supportive intermediaries:

  • Participatory Governance:

    Transform Finance’s three core principles—participatory decision‑making rights, net social value, and calibrated risk/return profiles—are essential for aligning employee incentives with long‑term firm health. The report shows that firms with employee representation on boards outperform peers by 8% in revenue growth.

  • Impact Measurement:

    The Lafayette Square Institute calls for standardized metrics, such as wage growth, retention rates, and wealth accumulation, to be embedded in financing agreements. Early adopters in the Midwest are already reporting baseline and annual targets to track worker outcomes alongside financial performance.

  • Technical Assistance Networks

    Sustained TA—covering legal structuring, valuation, governance training, and cultural change management—is shown to increase successful deal closures by 30%. Georgia’s own GACEO, UGA Cooperative Extension, and GSMEN are examples of intermediaries positioned to deliver this support at scale.

  • Policy Coordination:

    Coordinating state economic development, treasury, and small business agencies can streamline approvals and reduce deal timelines by 3–6 months. The reports highlight cross‑agency working groups (e.g., in Colorado and Illinois) that have created “one‑stop” conversion clearance processes—models Georgia could emulate.

Georgia-based leaders recognize this potential and are building the infrastructure to support alternative ownership structures. The Georgia Center for Employee Ownership (GACEO) provides statewide outreach and technical assistance to business owners, advisors, and workforce stakeholders, ensuring that succession through employee ownership is not only available but actively pursued. The UGA Cooperative Extension works with agricultural groups to form co-ops (especially for value-added farm products) by providing feasibility studies, business plans, bylaws, board training, and other technical assistance. The Georgia Cooperative Development Center offers start-up grocery co-ops, food co-ops, value-added producer co-ops (e.g,. vinegar or nut milk co-ops), worker co-ops, and even existing farmer co-ops on business planning and financing. The work of these partners (and others) demonstrates that the trillion-dollar investment opportunity cited by Transform Finance is not theoretical. It is visible in communities and neighborhoods across Georgia. It’s time to invest in ownership transitions that keep wealth rooted in communities and workers at the center of our economy.

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