This week, FiftybyFifty.org published “Last Call: A Forum on the End of Employee Ownership at New Belgium,” featuring 14 perspectives from across EO. As ESOP repurchase obligations figure prominently in the forum, we turn to our archives for an explanation of repurchase obligations from Joe Marx, Vice President, Consulting, at the Principal Financial Group.
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You can hear the full original episode on this topic on Episode 79: Principal Financial Group's ESOP Practice. Plus, listen to our introduction to Joe Marx on Mini-cast 40: Joe Marx of Principal Financial Group.
Mini-cast 64 Transcript
Announcer: 00:03 Welcome to The ESOP Mini-cast, a great way to wrap up the week.
Bret Keisling: 00:13 Hello, my friends. Thanks for listening. My name is Bret Keisling and as it says on my business cards, I'm a passionate advocate for employee ownership. If you follow anything in the employee ownership sandbox, then you're aware of the historic news that New Belgium Brewing was selling itself to an international conglomerate. There's been much conversation about what it means for the sustainability of ESOPs specifically and employee ownership generally and whether New Belgium could be looked at as a success or a failure. Indeed, in the last couple of weeks we've covered the issue a couple of different times on The ESOP [/EO] Podcast and The ESOP Mini-cast. There is a great employee ownership advocacy organization called The Democracy Collaborative and they formed an initiative called "Fifty by Fifty." We've talked about Fifty by Fifty on previous podcasts. They're dedicated to 50 million employee owners by 2050 and employee owners in the broadest sense of all forms of employee ownership, not just ESOPs.
Bret Keisling: 01:13 Earlier this week, they published "Last call: A forum on the end of employee ownership at New Belgium" and they brought together 14 voices from employee ownership, some ESOP, some non-ESOP co-ops and collectives, and some that have crossed the boundaries a little bit and shared their perspectives about New Belgium sale to an international conglomerate. A lot of the focus was on the sustainability of ESOPs and whether, frankly, short term employee ownership is even a worthy goal. There was a lot of conversations about repurchase obligations and that sort of thing.
Bret Keisling: 01:46 Karen Kahn of Fifty by Fifty did an amazing job of curating and editing the different articles and in fact a solicited one from me among the other folks. I strongly recommend that you take a look at the different articles and we'll have a link in our show notes, but one of the things that I'd like to do, presumably if you're listening to The ESOP Mini-cast you're in the ESOP, part of the sandbox, is I'd like you to take a look at all of the different perspectives, whether they're ESOP-centric or not, because one thing that I think we could all do a better job of is working together across the sandbox. And we understand on the ESOP side, and I'll have that hat on as I say this, that ESOPs are not designed for permanence at this point in time, but I think it's important that we understand the perspectives and that you as a listener who wants to be informed, take a look and hear what the perspectives are across the sandbox. Because I think what's going to happen before too long is we're going to come together, as we haven't quite before, to benefit all of us. What is good for co-ops, what is good for collectives is good for ESOPs, and I think the same thing goes. So I think it's important that we look at all of the views. The one thing that I would like to point out, and again, I'm just very honored that they included me in their offerings of the 14 perspectives. I start each podcast with what is on my business cards, passionate advocate, but I'm included with folks on that list who had been passionate advocates for employee ownerships prior to my even knowing what the field was. So it's gratifying for me to be included in a list of people who have really done so much for employee ownership and have just built the sandbox in ways that I'm just beginning to understand a little bit.
Bret Keisling: 03:36 So I hope you'll go and take a look at the forum and pay attention to what Fifty by Fifty and The Democracy Collaborative are doing. All of the EO organizations, whether they're ESOP-centric or not, help us all. And I again hope we take the time to be better educated. But I did have to laugh, Matt Cropp, who's the co-executive director of the Vermont Employee Ownership Center, and Matt's been on a couple of podcasts in the past. One of the things that Matt pointed out is that discussions across Twitter in the wake of New Belgium's announcement delved in, and I'm quoting, "delved into topics usually reserved for windowless basement conference workshops at meetings of [the organizations]," and that made me laugh because I thought I would go into our archives to bring a conversation with Joe Marx of Principal Financial where Joe in a previous podcast explained repurchase obligations. And what made me laugh and probably my most amusing podcast segue ever is it was recorded in a windowless basement room at a conference at one of the organization conferences.
Bret Keisling: 04:47 So I laughed when Matt wrote it because a lot of these topics, repurchase obligations and ESOP sustainability, are not necessarily the kind of things people sit about and chat about at lunch. But I happened to have a conversation recorded. On Episode 79 of The ESOP Podcast, Joe Marx of Principal Financial spent about an hour with us talking about everything that Principal Financial does and you can refer to the entire episode, and I hope you do, in our archives and get a sense of everything from feasibility studies to repurchase obligation studies. Joe makes some excellent points that aren't going to be in today's excerpt about the timing of repurchase obligation studies and why it's important to do formal studies instead of just informal back of envelope stuff in house. If you go to TheESOPPodcast.com you can search our podcast and mini-cast content. So for example, if you did a search for repurchase obligation, the six or seven podcasts where repurchase obligations have come up are going to be highlighted. Similarly, three or four folks who contributed to "Last Call," the Fifty by Fifty forum have appeared on the podcast. Martin Staubus, Michael Keeling certainly is one of our most popular episodes. Matt Cropp's been on a couple of times. We've talked about Jenn Briggs on a number of episodes, haven't had her on yet. So if you go to our website, you can search for those names and their episodes will come up as well. With that, here's Joe Marx of Principal Financial explaining repurchase obligations.
Bret Keisling: 06:21 Define the repurchase obligation. What does that mean specifically?
Joe Marx: 06:23 As you know, ESOPs are invested in stock of a privately held company. And when participants separate from service or retire, that it is a retirement plan and they're entitled to the value of their account. And most ESOP companies don't want employees to walk away with the stock. There is a statutory requirement that the employees can put that stock back to the company and the company has to buy it back. So it's the obligation of the company to buy back the stock from employees.
Bret Keisling: 06:49 Which in shorthand is that's how the participants get their money.
Joe Marx: 06:52 Correct.
Bret Keisling: 06:53 That's, that's so we're talking and so you need to analyze in advance, presumably.
Joe Marx: 06:59 Right. So the looking at the repurchase obligation is, okay, when is a company going to have to come up with the cash? And why are they going to be able to afford the cash? So that goes into sort of the conversation we had earlier is how quickly do you want to allocate these shares? That, in the flip side, that's how quickly you have to buy them back through the plan. And so the repurchase obligation study looks at the demographics, looks at your turnover, looks at, you know, potential retirement dates and what people's projected account balances are going to be when those events happen. And then it only looks -- also looks -- at the distribution policies to say when is the company then required to pay it out as -- do you have a five year wait if somebody leaves before retirement? Do you pay out in installments or do you pay out immediately in a lump sum? All of those things. You want to look at the study, see what you're doing, see what changes you want might want to make and how you're going to manage that obligation. So that's the key thing is just looking at what that obligation is. When is the cash going to be required and is the company going to be in a position where they can afford to pay that? The ancillary output with respect to a repurchase obligation study is looking at, you know, how is a company going to fund that? Is it through contributions? And if you're doing through contributions, how is that going to be allocated to participants and what level of benefit? Again goes into that. So there's a lot of things you have to look at. Not only what is your distribution policy, when does a company have to come up with the cash, but what are you doing with those shares and who's benefiting from that? If a company is redeeming the shares, that tends to benefit the "haves" because they already have the most shares. If you're recycling the shares, it tends to spread the benefit among the whole population, so just understanding all those different intricacies.
Bret Keisling: 08:44 I appreciated Joe sitting down when we recorded the original podcast in May of 2019 [and published in June of 2019] and I hope you found his explanation helpful. I do again suggest you go to TheESOPPodcast.com. Joe's full episode is Episode 79. I think there's a Mini-cast episode [Mini-cast 40] where we did a little bit of a biography of Joe, but you can get a lot of information. The other thing I want to say is Joe actually is one of the first ESOP professionals that I met when I looked at my initial transaction, this is 2008, we suggested a feasibility study and we reached out to Joe and Principal and ended up with a successful ESOP transaction. He's talented, he's highly educated and quite frankly just one of the nicest people in employee ownership. So hope you will take a chance and listen to Joe's full episode. With that folks, remember you can search our website for topics and if there's a topic somehow we haven't covered, although we've covered most of them in ESOP world, we'd love you to drop us a line and let us know what you would like us to cover. With that, I'm going to turn it over to Bitsy McCann to tell you how to contact us and to give the show credits. Thank you so much for tuning in today and I hope you'll join us next week. This is Bret Keisling. Bye bye.
Bitsy McCann: 09:59 We'd love to hear from you! To contact us, find us on Facebook at KEISOP, LLC and on Twitter @ESOPPodcast. To reach Bret, with one "T", email Bret@KEISOP.com, on LinkedIn at Bret Keisling, and most actively on Twitter at @EO_Bret. Again, that's one "T". This podcast has been produced by The KEISOP Group, technical assistance provided by Third Circle, Inc. and BitsyPlus Design. Original music composed by Max Keisling, archival podcast material edited and produced by Brian Keisling, and I'm Bitsy McCann.
Standard Disclaimer: The views expressed herein are my own and don't represent those of my own firms or the organizations to which I belong. Nothing in the podcast should be construed as guidance or advice of any kind in any field. And the fact that I mentioned an organizational website or an advocate or a company on a podcast does not reflect an endorsement. But if you've heard your name or your group's name mentioned on this podcast, I'd love to have you come on and talk about it yourself.