Merger Arbitrage Mondays – Nielsen Holdings To Be Taken Private

Merger activity increased significantly last week with six new deals announced and eight deals completed. There were 17 deals announced in the month of March, with a total value of $64.55 billion.

Nielsen Holdings (NLSN)

Nielsen Holdings was founded in Netherlands in 1923 by Arthur C. Nielsen Sr., who has been credited for coining the business term “market share”. Originally called the AC Nielsen Company, it was the first company to offer market research. The company was initially incorporated with the idea of selling engineering performance surveys, and in 1932, it expanded its business by creating a retail index that tracked the flow of food and drug purchases. Nielsen’s retail index, the first of its kind, allowed companies to determine their ‘share’ of the market.

Back in the hustle-bustle days of the dot com bubble, I worked at a company in San Francisco that managed to carve a nice little niche for itself in the then emerging category of natural and organic food that Nielsen had decided not to track. Those were the days when Whole Foods, Wild Oats and Odwalla were independent companies.

Today, Nielsen Holdings operates as a measurement and data analytics company in over 100 countries, providing clients with data about what consumers watch (through programming, advertising) and what they buy (based on categories, brands, products) on a local and global basis and how those choices intersect.

Until five years ago, Nielsen controlled the majority share of its market and was considered to be the only game in town. Consumer behavior has been rapidly changing with technology that allows people to skip commercials while streaming shows on different media platforms. Nielsen now faces competition from other players like Comscore, iSpot and VideoAmp.

Nielsen’s stock dropped from over $44 five years ago to as low as $13.85 in 2020 and more recently trading in the $17-$18 per share range. At the company’s Q4 investor presentation, Nielsen announced a $1 billion share repurchase plan and rolled out its “advancing our Nielsen One product roadmap,”  an integrated, cross-viewership platform.

We added Nielsen Holdings as potential deal in the works on March 14, 2022, when The Wall Street Journal reported that, a consortium of private-equity firms including Elliott Management was in advanced talks to buy the company for about $15 billion including debt. Nielsen’s price after this announcement was $22.85. Elliott Management called for a sale of the company as far back as 2018.

On March 20, 2022, The Board of Directors of Nielsen Holdings determined not to proceed with an unsolicited acquisition proposal from a private equity consortium that valued the company at $25.40 per share. On March 22, 2022, Bloomberg reported that Elliott Investment Management and Brookfield Asset Management were weighing a sweetened bid for Nielsen after its Board rejected their previous offer.

On March 29, 2022, Nielsen Holdings entered into a definitive agreement to be acquired by a private equity consortium led by Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management, and Brookfield Business Partner together with other institutional partners for $28 per share in an all-cash transaction valued at approximately $16 billion, including the assumption of debt. The deal represents a 10% premium over the Consortium’s previous proposal and a 60% premium over Nielsen’s unaffected stock price as of March 11, 2022.

According to the agreement, Nielsen has a 45-day “go-shop” period, during which it can actively solicit, evaluate and potentially enter into negotiations with parties that offer alternative acquisition proposals. Nielsen will have to pay the consortium a termination fee of $102 million if it accepts a superior proposal from a competing bidder.

Expected to close in the second half of the year, the transaction will also be subject to UK court approval pursuant to a scheme of arrangement.

You can find all the active deals listed below in our Merger Arbitrage Tool (MAT) that automatically updates itself during market hours.

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Deals In The Works

There were no new deals announced in the Deals in the Works section last week.

SPAC Arbitrage

There were two new SPAC IPOs filed and two new SPAC combinations announced last week. One SPAC business combination was terminated last week. You can find the new SPAC IPO announcements in our SPACs tool here.

  1. Artemis Strategic Investment Corporation (ARTE) and Logflex MT Holding Limited (doing business as “Novibet”), a technology-enabled operator, jointly announced that the companies entered into a definitive agreement for a business combination, whereby Artemis will merge into a new wholly-owned subsidiary of Novibet.
  2. Prime Blockchain, a diversified infrastructure provider for blockchain technology that owns and operates a portfolio of proprietary data centers and crypto assets mining operations in North America, and 10X Capital Venture Acquisition Corp. II (VCXAannounced the execution of a definitive Business Combination Agreement.

Weekly Spread Changes:

The table below shows weekly spread changes between March 25 and April 1, 2022.

Symbol Quote Acquiring
Company
Acquiring
Company Quote
Current
Spread
Last Week
Spread
Spread Change
Weekly
Deal
Type
PTRS 9.14 OceanFirst Financial Corp. (OCFC) 19.89 13.57% 9.73% 3.84% Special Conditions
WLL 81.83 Oasis Petroleum Inc. (OAS) 149.9 13.41% 9.78% 3.63% Cash Plus Stock
PBIP 16.41 Fulton Financial Corporation (FULT) 16.66 9.75% 6.82% 2.93% Cash Plus Stock
EXTN 6.28 Enerflex Ltd. (EFX.TO) 8.08 4.94% 3.03% 1.91% All Stock
TMX 45.55 Rentokil Initial plc (RTOKY) 34.3 20.75% 18.92% 1.83% Special Conditions
MBII 1.1 Bioceres Crop Solutions Corp. (BIOX) 13.75 10.00% 12.93% -2.93% All Stock
ATC 22.63 MKS Instruments, Inc. (MKSI) 141.21 6.03% 10.62% -4.59% Cash Plus Stock
AZPN 166.96 Emerson Electric Co. (EMR) 98.42 -4.17% 1.36% -5.53% Special Conditions
SAFM 190.42 Cargill and Continental Grain Company (N/A) 6.61% 12.44% -5.83% All Cash
JOBS 60.27 Garnet Faith Limited (N/A) 1.21% 12.86% -11.65% All Cash

Deal Statistics:

Total Number of Deals Closed in 2022 53
Total Number of Deals Not Completed in 2022 3
Total Number of Pending Deals
Cash Deals 45
Stock Deals 12
Stock & Cash Deals 9
Special Conditions 8
Total Number of Pending Deals 74
Aggregate Deal Consideration $699.18 billion

New Deals:

  1. The merger of Neenah (NP) and Schweitzer-Mauduit International (SWM) for $1.18 billion in an all stock deal. Under the terms of the agreement, shareholders of Neenah will receive 1.358 shares of SWM common stock for each share of Neenah common stock owned.
  2. The acquisition of Plantronics (POLY) by HP Inc. (HPQ) for $3.3 billion or $40 per share in cash.
  3. The acquisition of Randolph Bancorp (RNDB) by Hometown Financial Group for $146.5 million or $27 per share in cash.
  4. The acquisition of LHC Group (LHCG) by Optum, a part of UnitedHealth Group for $6.2 billion or $170 per share in cash.
  5. The acquisition of Nielsen Holdings (NLSN) by Evergreen Coast Capital Corporation for $16 billion or $28 per share in cash. We added NLSN as a potential deal to the Deals in the Works section on March 14, 2022,  and the price after the news of the potential deal came out was $22.85.
  6. The acquisition of Manning & Napier (MN) by Callodine for $137.1 million or $12.85 per share in cash.

Deal Updates:

  1. March 24, 2022: All regulatory conditions set forth in the Merger Agreement between GreenSky (GSKY) and The Goldman Sachs Group (GS) have been satisfied. The merger is expected to close on March 29, 2022.
  2. On March 29, 2022, Verso Corporation (VRSreceived necessary approvals from the Nuclear Regulatory Commission and the Public Service Commission of Wisconsin to complete its previously announced merger with BillerudKorsnäs AB. The transaction is expected to close on March 31, 2022.
  3. On March 30, 2022, Republic Services (RSG) and US Ecology (ECOL) announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended has expired.
  4. March 31, 2022: According to The Wall Street Journal, four U.S. senators sent a letter to the Federal Trade Commission citing concern about Microsoft’s (MSFT) proposed acquisition of Activision Blizzard (ATVI), saying the deal could undermine employees’ calls for accountability over alleged misconduct at the videogame company.
  5. On March 31, 2022, Mimecast (MIMEreceived written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that there are no unresolved national security concerns.
  6. On April 1, 2022, Atotech Limited (ATC) announced that it has agreed to extend the date for completing MKS Instruments (MKSI) pending acquisition of Atotech to September 30, 2022 from March 31, 2022. The extension is intended to allow additional time for the regulatory approval from China’s State Administration for Market Regulation (“SAMR”).

Closed Deals:

  1. The acquisition of Resonant (RESN) by Murata Electronics North America on March 28, 2022. It took 42 days for this deal to be completed.
  2. The acquisition of Apria (APR) by Owens & Minor on March 29, 2022. It took 78 days for this deal to be completed.
  3. The acquisition of GreenSky (GSKY) by The Goldman Sachs Group (GS) on March 29, 2022. It took 195 days for this deal to be completed.
  4. The acquisition of Verso Corporation (VRS) by BillerudKorsnäs AB on March 31, 2022. It took 103 days for this deal to be completed.
  5. The acquisition of Level One Bancorp (LEVL) by First Merchants Corporation (FRME) on April 1, 2022. It took 148 days for this deal to be completed.
  6. The acquisition of Veoneer (VNE) by Qualcomm Incorporated (QCOM) on April 1, 2022. It took 179 days for this deal to be completed.
  7. The acquisition of Guaranty Federal Bancshares (GFED) by QCR Holdings (QCRH) on April 1, 2022. It took 143 days for this deal to be completed.
  8. The acquisition of People’s United Financial (PBCT) by M&T Bank Corporation (MTB) on April 1, 2022. It took 403 days for this deal to be completed.

Top 10 deals with largest spreads:

Symbol Announced
Date
Acquiring
Company
Closing
Price
Last
Price
Closing
Date
Profit Annualized
Profit
ATVI 01/18/2022 Microsoft Corporation (MSFT) $95.00 $80.73 06/30/2023 17.68% 14.27%
CHNG 01/06/2021 UnitedHealth Group Incorporated (UNH) $25.75 $22.1 06/30/2022 16.52% 69.29%
PTRS 11/04/2021 OceanFirst Financial Corp. (OCFC) $10.38 $9.07 06/30/2022 14.44% 60.60%
WLL 03/07/2022 Oasis Petroleum Inc. (OAS) $92.25 $80.95 12/31/2022 13.96% 18.80%
MBII 03/16/2022 Bioceres Crop Solutions Corp. (BIOX) $1.21 $1.07 09/30/2022 12.84% 26.18%
BRG 12/20/2021 Blackstone Real Estate (N/A) $29.85 $26.7 06/30/2022 11.80% 49.50%
TEN 02/23/2022 Apollo Global Management, Inc. (APO) $20.00 $18.18 12/31/2022 10.01% 13.48%
SAVE 02/07/2022 Frontier Group Holdings, Inc. (ULCC) $24.07 $21.99 12/31/2022 9.45% 12.72%
SAFM 08/09/2021 Cargill and Continental Grain Company (N/A) $203.00 $187.25 06/30/2022 8.41% 35.29%
TSEM 02/15/2022 Intel Corporation (INTC) $53.00 $48.9 02/15/2023 8.38% 9.65%

List of all pending deals:

The list of all pending deals is only available to InsideArbitrage Premium and Plus members.

Target Announced
Date
Acquirer Deal
Type
Closing
Value
Deal
Price
Last
Price
Target Volume Estimated
Closing Date
Return Annualized
Return
+ ATVI 1/18/22 Microsoft Corporation (MSFT) All Cash $68.7 B $95.00 $80.73 3,822,983 6/30/23 17.68% 14.27%
+ CHNG 1/06/21 UnitedHealth Group Incorporated (UNH) All Cash $13.28 B $25.75 $22.1 4,282,625 6/30/22 16.52% 69.29%
+ PTRS 11/04/21 OceanFirst Financial Corp. (OCFC) Special Conditions $186 M $10.38 $9.07 3,272 6/30/22 14.44% 60.60%
+ WLL 3/07/22 Oasis Petroleum Inc. (OAS) Cash Plus Stock $2.82 B $92.25 $80.95 586,072 12/31/22 13.96% 18.80%
+ MBII 3/16/22 Bioceres Crop Solutions Corp. (BIOX) All Stock $236 M $1.21 $1.07 1,021,306 9/30/22 12.84% 26.18%
+ BRG 12/20/21 Blackstone Real Estate (N/A) Special Conditions $3.6 B $29.85 $26.7 358,496 6/30/22 11.80% 49.50%
+ TEN 2/23/22 Apollo Global Management, Inc. (APO) All Cash $7.1 B $20.00 $18.18 1,053,173 12/31/22 10.01% 13.48%
+ SAVE 2/07/22 Frontier Group Holdings, Inc. (ULCC) Cash Plus Stock $6.6 B $24.07 $21.99 2,423,926 12/31/22 9.45% 12.72%
+ SAFM 8/09/21 Cargill and Continental Grain Company (N/A) All Cash $4.49 B $203.00 $187.25 257,703 6/30/22 8.41% 35.29%
+ TSEM 2/15/22 Intel Corporation (INTC) All Cash $5.4 B $53.00 $48.9 565,140 2/15/23 8.38% 9.65%
+ TGNA 2/22/22 Standard General L.P. (N/A) Special Conditions $8.6 B $24.00 $22.46 1,102,781 12/31/22 6.86% 9.23%
+ ZNGA 1/10/22 Take-Two Interactive Software, Inc. (TTWO) Special Conditions $12.7 B $9.86 $9.27 16,762,995 6/30/22 6.36% 26.70%
+ FHN 2/28/22 The Toronto-Dominion Bank (TD) Special Conditions $13.4 B $25.00 $23.62 5,854,341 11/27/22 5.84% 9.00%
+ PNM 10/21/20 Avangrid, Inc. (AGR) All Cash $8.05 B $50.30 $47.75 345,140 6/30/22 5.34% 22.40%
+ NPTN 11/04/21 Lumentum Holdings Inc. (LITE) All Cash $745.24 M $16.00 $15.21 302,152 12/31/22 5.19% 7.00%
+ EXTN 1/24/22 Enerflex Ltd. (EFX.TO) All Stock $735 M $6.88 $6.56 139,157 9/30/22 4.94% 10.07%
+ ATC 7/01/21 MKS Instruments, Inc. (MKSI) Cash Plus Stock $6.5 B $24.18 $23.11 1,638,795 9/30/22 4.65% 9.47%
+ MILE 11/08/21 Lemonade (LMND) All Stock $201.47 M $1.50 $1.44 1,046,386 6/30/22 4.51% 18.90%
+ COHR 3/25/21 II-VI Incorporated (IIVI) Cash Plus Stock $6.84 B $284.55 $272.98 256,299 5/31/22 4.24% 27.13%
+ HTA 2/28/22 Healthcare Realty Trust Incorporated (HR) Cash Plus Stock $10.74 B $32.76 $31.51 2,017,385 9/30/22 3.97% 8.09%
+ MGI 2/15/22 Madison Dearborn Partners, LLC (N/A) All Cash $1.8 B $11.00 $10.6 1,163,976 12/31/22 3.77% 5.08%
+ SJR 3/15/21 Rogers Communications Inc. (RCI) Special Conditions $26 B $32.40 $31.23 150,115 6/30/22 3.75% 15.72%
+ CDR 3/02/22 Wheeler Real Estate Investment Trust, Inc. (WHLR) All Cash $291.3 M $29.00 $27.96 56,110 6/30/22 3.72% 15.61%
+ SJI 2/24/22 Infrastructure Investments Fund (N/A) All Cash $8.1 B $36.00 $34.76 981,178 12/31/22 3.57% 4.80%
+ CCMP 12/15/21 Entegris, Inc. (ENTG) Cash Plus Stock $6.5 B $189.10 $183.07 412,433 12/31/22 3.29% 4.44%
+ VG 11/22/21 Ericsson (ERIC) All Cash $6.2 B $21.00 $20.38 4,224,150 6/30/22 3.04% 12.76%
+ PBIP 3/02/22 Fulton Financial Corporation (FULT) Cash Plus Stock $142.1 M $16.77 $16.31 25,586 9/30/22 2.80% 5.72%
+ MNDT 3/08/22 Alphabet Inc. (GOOG) All Cash $5.4 B $23.00 $22.4 8,541,864 12/31/22 2.68% 3.61%
+ CTXS 1/31/22 Vista Equity Partners and Elliott Investment Management LP (N/A) All Cash $16.5 B $104.00 $101.42 953,903 6/30/22 2.54% 10.67%
+ MTOR 2/22/22 Cummins Inc. (CMI) All Cash $3.7 B $36.50 $35.68 820,576 12/31/22 2.30% 3.10%
+ RNDB 3/28/22 Hometown Financial Group, Inc. (N/A) All Cash $146.5 M $27.00 $26.43 85,140 12/31/22 2.16% 2.90%
+ SUMR 3/16/22 Kids2, Inc. (N/A) All Cash $97.44 M $12.00 $11.75 5,158 6/30/22 2.13% 8.93%
+ NLSN 3/29/22 Evergreen Coast Capital Corporation (N/A) All Cash $16 B $28.00 $27.44 9,182,868 12/31/22 2.04% 2.75%
+ CERN 12/20/21 Oracle Corporation (ORCL) All Cash $28.4 B $95.00 $93.29 3,661,017 12/31/22 1.83% 2.47%
+ NSEC 1/26/22 VR Insurance Holdings, Inc. (N/A) All Cash $41.4 M $16.35 $16.0699 139 6/30/22 1.74% 7.31%
+ ROG 11/02/21 DuPont de Nemours, Inc. (DD) All Cash $5.2 B $277.00 $272.34 155,109 6/30/22 1.71% 7.18%
+ GCP 12/06/21 Saint-Gobain (N/A) All Cash $2.3 B $32.00 $31.48 477,642 12/31/22 1.65% 2.22%
+ FBC 4/26/21 New York Community Bancorp, Inc. (NYCB) All Stock $2.6 B $42.64 $41.97 303,274 3/31/22 1.60% 0.00%
+ OCDX 12/23/21 Quidel Corporation (QDEL) Cash Plus Stock $8.33 B $19.14 $18.84 1,356,911 6/30/22 1.58% 6.65%
+ XENT 8/06/21 Medtronic plc (MDT) All Cash $1.1 billion $28.25 $27.81 518,161 4/30/22 1.58% 22.21%
+ IIN 2/28/22 Altaris Capital Partners, LLC (N/A) All Cash $183.22 M $24.25 $23.94 22,025 6/30/22 1.29% 5.43%
+ REGI 2/28/22 Chevron Corporation (CVX) All Cash $2.75 B $61.50 $60.73 1,555,917 12/31/22 1.27% 1.71%
+ CNR 3/07/22 Clayton, Dubilier & Rice (N/A) All Cash $5.8 B $24.65 $24.36 1,065,279 9/30/22 1.19% 2.43%
+ MN 4/01/22 Callodine (N/A) All Cash $137.1 M $12.85 $12.7 931,684 9/30/22 1.18% 2.41%
+ JOBS 6/21/21 Garnet Faith Limited (N/A) All Cash $3.63 B $61.00 $60.3 1,255,379 6/30/22 1.16% 4.87%
+ FOE 5/11/21 Prince International Corporation (N/A) All Cash $2.1 B $22.00 $21.75 262,674 6/30/22 1.15% 4.82%
+ WBT 7/14/21 Ali Holding S.r.l. (N/A) All Cash $4.8 B $24.00 $23.74 854,602 6/30/22 1.10% 4.59%
+ PLAN 3/20/22 Thoma Bravo (N/A) All Cash $10.7 B $66.00 $65.33 9,862,915 6/30/22 1.03% 4.30%
+ POLY 3/28/22 HP Inc. (HPQ) All Cash $3.3 B $40.00 $39.6 3,034,914 12/31/22 1.01% 1.36%
+ STXB 11/19/21 Simmons First National Corporation (SFNC) All Stock $581 M $26.92 $26.66 88,995 6/30/22 0.97% 4.06%
+ UMPQ 10/12/21 Columbia Banking System, Inc. (COLB) All Stock $4.5 B $18.57 $18.39 2,012,831 6/30/22 0.95% 4.00%
+ LHCG 3/28/22 Optum (N/A) All Cash $6.2 B $170.00 $168.99 516,951 12/31/22 0.60% 0.80%
+ ESBK 10/04/21 Community Bank System, Inc. (CBU) All Cash $82.8 M $23.10 $22.965 8,053 3/31/22 0.59% 0.00%
+ MGP 8/04/21 VICI Properties Inc. (VICI) All Stock $17.2 billion $38.85 $38.69 1,944,819 6/30/22 0.41% 1.72%
+ EPAY 12/17/21 Thoma Bravo (N/A) All Cash $2.6 B $57.00 $56.78 291,554 6/30/22 0.39% 1.63%
+ ANAT 8/09/21 Brookfield Asset Management Reinsurance Partners Ltd. (BAMR) All Cash $5.1 B $190.00 $189.44 71,689 6/30/22 0.30% 1.24%
+ HBP 3/21/22 Woodgrain Inc. (N/A) All Cash $350 M $10.70 $10.67 431,527 6/30/22 0.28% 1.18%
+ MIME 12/07/21 Permira (N/A) All Cash $5.8 B $80.00 $79.8 1,833,987 6/30/22 0.25% 1.05%
+ APTS 2/16/22 Blackstone Real Estate Income Trust, Inc. (N/A) All Cash $5.8 B $25.00 $24.94 1,149,669 6/30/22 0.24% 1.01%
+ TSC 10/20/21 Raymond James Financial, Inc. (RJF) Cash Plus Stock $1.1 B $32.97 $32.89 159,938 6/30/22 0.23% 0.96%
+ VOLT 3/14/22 Vega Consulting, Inc. (N/A) All Cash $181.81 M $6.00 $5.99 214,702 6/30/22 0.17% 0.70%
+ ECOL 2/09/22 Republic Services, Inc. (RSG) All Cash $2.2 B $48.00 $47.92 448,903 6/30/22 0.17% 0.70%
+ BPMP 12/20/21 BP p.l.c. (BP) All Stock $2.45 B $17.13 $17.11 4,888,599 3/31/22 0.11% 0.00%
+ ISBC 7/28/21 Citizens Financial Group, Inc. (CFG) Cash Plus Stock $3.5 B $14.39 $14.39 3,706,719 4/06/22 0.03% 5.52%
+ FLOW 12/13/21 Lone Star Funds (N/A) All Cash $3.8 B $86.50 $86.49 1,406,409 6/30/22 0.01% 0.05%
+ TLMD 2/03/22 Patient Square Capital (N/A) All Cash $106.42 M $3.00 $3 233,236 6/30/22 0.00% 0.00%
+ GNOG 8/09/21 DraftKings Inc. (DKNG) All Stock $1.52 B $7.45 $7.45 595,600 5/31/22 0.00% -0.03%
+ HMHC 2/22/22 Veritas Capital (N/A) All Cash $2.8 B $21.00 $21.06 6,987,467 6/30/22 -0.28% -1.20%
+ Y 3/21/22 Berkshire Hathaway (BRK.A) All Cash $11.6 B $848.02 $852.15 107,763 12/31/22 -0.48% -0.65%
+ ABTX 11/10/21 CBTX, Inc. (CBTX) All Stock $1.5 B $42.93 $43.73 50,927 6/30/22 -1.82% -7.63%
+ EMCF 3/24/22 Farmers National Banc Corp. (FMNB) All Stock $105 M $36.40 $37.4 7,156 12/31/22 -2.68% -3.60%
+ AZPN 10/11/21 Emerson Electric Co. (EMR) Special Conditions $12.34 B $160.00 $167.72 475,016 6/30/22 -4.60% -19.31%
+ NP 3/28/22 Schweitzer-Mauduit International, Inc. (SWM) All Stock $1.18 B $37.71 $41.67 166,875 12/31/22 -9.50% -12.79%

Conclusion:

Eight deals were completed successfully as we came to the end of the first quarter of 2022. SPAC activity stayed low last week.

On March 31, 2022, The Wall Street Journal reported that four U.S. senators had sent a letter to the Federal Trade Commission citing concern about Microsoft’s (MSFT) proposed acquisition of Activision Blizzard (ATVI).

According to an article on Seeking Alpha, “The U.S. Dept. of Justice is said to have issued warning letters to companies that have transactions that have passed statutory review periods that warned them the deals could still be challenged if the companies close them.”

Disclaimer: I have long positions in First Horizon (FHN), Tower Semiconductor (TSEM), Healthcare Trust of America (HTA), TEGNA (TGNA) and Bluerock Residential Growth REIT (BRG). Please do your own due diligence before buying or selling any securities mentioned in this article. We do not warrant the completeness or accuracy of the content or data provided in this article.

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