How it works
Eight steps. One revolving fund.
Every AllHold transition follows the same structure: identify the business, structure the deal, move both assets into an Employee Ownership Trust, and redeploy returned capital into the next transition.
Before the deal
Educate and prepare
AllHold works with corridor managers, small business advisors, and community development organizations to reach owners before a succession crisis. Most owners don't know an Employee Ownership Trust is an option. Education comes first.
The eight phases
In detail
Identify the Business
Sourcing and fitAllHold identifies a profitable small business, and where the business owns its space, the real estate it occupies, that fits the model: rooted in a low- to moderate-income corridor, financially healthy, and facing a real succession need. Fit depends as much on the owner's goals as on the numbers: a willingness to protect the business's culture and workforce, not just maximize price.
Structure the Deal
Feasibility and valuationThe business, and real estate if included, is valued at the higher of standard market value or a place-based (rooted in a specific neighborhood) valuation that accounts for its role in the neighborhood, capped at what the business can actually carry. The capital stack is built from AllHold's own capital, real estate financing from our ecosystem partners, and, when the price calls for it, a seller note. On a smaller deal, AllHold and partner financing alone can sometimes cover the full amount.
Trust Acquires Both Assets
ClosingAn Employee Ownership Trust formally acquires the business. When the business owns its building, the real estate moves into the trust alongside it, so the two can never be separated later. When the business leases its space, AllHold negotiates a purchase from the current property owner or relocates the business within the same corridor to a building that's for sale, whichever gives the business the more stable long-term home.
Workers Become Beneficiaries
At closingEmployees become beneficiaries (the people the trust exists to benefit: the employees) of the trust, not shareholders. They gain the benefits of ownership, profit sharing and a seat on the trust's governance (how decisions get made, and who makes them) committee, with no buy-in, no debt, and no personal financial risk. Day-to-day leadership and the team stay the same.
Business Operates, Pays Down Debt
Years 1 onwardThe business keeps operating under its existing team, generating the profit that pays down its financing over time. Cash moves in a simple, predictable order: operating costs and debt service first, then reserves, then distributions. Hands-on technical assistance (governance training, financial literacy, leadership development) is capped at three years and declines each year as the trust builds its own capacity.
Real Estate Refinances, Payoff Accelerates
Once stabilizedAs the business stabilizes (the period after the sale when the business settles into its new ownership) and the real estate builds equity, it refinances into conventional long-term financing, accelerating repayment of AllHold's capital and any seller note.
Capital Returns to AllHold
As financing is repaidAs financing is repaid, that capital — principal plus a modest return — returns to AllHold as program income.
Redeploy Into the Next Transition
ContinuousReturned capital funds the next business's transition. Each completed deal expands AllHold's capacity, so the model becomes less dependent on continued fundraising over time.
The model
One Trust, Two Assets
An Employee Ownership Trust, or EOT, is a legal structure that holds a business on behalf of the people who work there. There are no shares to buy, no stock to track, and no new debt for anyone to sign. The trust owns the business permanently, and employees share in how well it performs through profit-sharing and a real voice in decisions. AllHold moves a business and the real estate it sits on into a single EOT, permanently. Neither asset can be sold off on its own, so the business keeps running without the threat of a rent hike or a surprise sale of the building out from under it.
How the numbers work
Fair price for the seller
The seller gets the higher of standard market value (the price a typical buyer would pay) or AllHold's place-based value, which credits the business for the jobs and services it provides the neighborhood, never higher than what the business can afford to pay back.
A layered capital stack
AllHold typically covers about 25% of the business value and 25% of the real estate value, filling the gap once partner real estate financing and seller financing are maxed out. The seller carries a note on the rest of the business price at 0% interest, paid back out of future profits.
Capital that comes back
AllHold's capital is lent, not given away, and every dollar that comes back is reinvested in the next transition. Legal and technical assistance costs are covered separately and never billed to the business or its employees.
Who's involved
The exiting owner
Sets the goals and timeline; may carry a note on part of the price.
Employees
Become trust beneficiaries, take part in governance, and over time help set the profit-sharing formula.
AllHold Capital
Structures the deal, provides the capital that closes the gap, and delivers technical assistance to the business and its new worker-owners.
Real estate financing partners
Finance the real estate: the business's current building, a negotiated purchase, or a relocation property.
Trust attorney and counsel
Draft the trust documents and make sure the structure is legally sound.
Trust Stewardship Committee
Formed at closing, includes employee representation, oversees the trust going forward.
Theory of change
Theory of change
AllHold converts profitable local businesses and their real estate into permanent, worker-centered community assets by aligning capital, ownership, and governance.
Why this structure works
One transaction structure addresses three problems at once: a small business succession gap that closes most businesses rather than transitioning them, a job quality gap for the workers who keep those businesses running, and the displacement (longtime businesses and residents being pushed out) risk that comes when commercial real estate changes hands. Most EOT advisory work serves companies well above small-corridor scale. AllHold's capital and its ecosystem partnerships are built to bring the same structure to smaller, low- to moderate-income businesses on commercial corridors (a neighborhood's main business streets) that wouldn't otherwise reach that threshold.
There is no cost and no obligation to explore whether a specific business fits this model.