John Legere, T-Mobile US CEO, testified on Friday that he believes US regulators considered Dish Network's history of trying to build a wireless network when they approved the merger between T-Mobile and Sprint, Reuters reported.
Glenn Pomerantz, an attorney representing California in the lawsuit, asked Legere about a letter T-Mobile previously sent to the FCC, criticizing Dish’s wireless business plans as a "modernized version of last century’s two-way paging." Legere testified that he believed the FCC considered Dish’s track record when it approved the merger of T-Mobile and Sprint.
T-Mobile and Sprint have already received approval for the deal from the US Department of Justice and the Federal Communications Commission after the companies agreed to sell Sprint's prepaid phone business and some spectrum to satellite TV provider Dish, which has committed to building a nationwide wireless network and becoming a competitor in the industry.
Sprint is advised by Centerview Partners, JP Morgan, Mizuho, SMBC, The Raine Group, Morrison & Foerster, Potter Anderson & Corroon, Simpson Thacher & Bartlett, and Skadden Arps Slate Meagher & Flom. SoftBank is advised by Morrison & Foerster. Deutsche Telecom is advised by Deutsche Bank, Evercore, Goldman Sachs, Morgan Stanley, PJT Partners, Allen & Overy, Hogan Lovells, DLA Piper, Latham & Watkins, Richards Layton and Finger, and Wachtell Lipton Rosen & Katz.
Apollo Global Management and Athene Holding completed the acquisition of PK AirFinance, an aircraft lending business that serves airlines, aircraft traders, lessors, investors and financial institutions, from the financial services arm of General Electric. Financial terms were not disclosed.
"Apollo's vast lending experience, complementary platforms, and exceptional track record across diversified assets and geographies make it the ideal partner to accelerate PK AirFinance's growth. This sale is aligned to GE Capital's overall strategy to become smaller and simpler, and our commitment to reduce our assets by $10bn in 2019 is now more than halfway complete," Alec Burger, GE Capital President & CEO.
Apollo was advised by RBC Capital Markets and Rubenstein Associates. GE Capital was advised by Citigroup, Goldman Sachs, Clifford Chance, and Paul Weiss Rifkind Wharton & Garrison. Debt financing was provided by Citigroup, Mizuho Securities, and RBC Capital Markets.
Apax Partners is set to acquire Coalfire, a provider of cybersecurity advisory and assessment services, from Carlyle Group and Chertoff Group. Financial terms were not disclosed.
The transaction is expected to be completed in early 2020, subject to regulatory approval. The investment from the Apax Funds will support Coalfire in accelerating its growth.
"We are thrilled with our new partnership with Apax, which will help drive our growth plans while continuing our commitment to our customers, people, and core values. The leadership, support, and investment provided by Carlyle, Chertoff, and Baird Capital have been instrumental in our success over the last four years, and we are excited to begin this new chapter," Tom McAndrew, Coalfire CEO.
Coalfire is advised by William Blair & Co, Latham & Watkins, Citypress PR, and Lumina Communications. Apax is advised by Kirkland & Ellis, Greenbrook, and Kekst CNC. Carlyle Group is advised by PwC.
Kape Technologies, a provider of software solutions, completed the acquisition of Private Internet Access, a digital privacy company, from London Trust Media, a privacy and security-focused accelerator, for $128m.
"This transaction is in effect creating the first global privacy and security company; and will allow us to accelerate our mission to create a more transparent and secure online environment for our customers," Ido Erlichman, Kape CEO.
Kape was advised by N+1 Singer, Shore Capital & Corporate, Bryan Cave Leighton Paisner and Vigo Communications. LTMI was advised by Lumos Partners and Baker Botts.
Asbury Automotive Group, an automotive retailer and service company, is set to acquire Park Place Dealerships, a luxury car dealership, for $1bn in an all-cash transaction, excluding vehicle inventory.
This transaction will increase Asbury's geographic mix to 36% of revenue derived from the Texas market. The operating assets acquired include 17 new vehicle franchises, 15 of which are located in the attractive Dallas/Fort Worth market. The transaction is expected to close in the first quarter of 2020 and is subject to customary closing conditions.
"Park Place is highly regarded as one of the best and most efficient operators of luxury stores in the industry. We are also excited to grow our presence in Austin, Texas with a Jaguar/Land Rover open point, which is another high growth luxury market. This acquisition will transform our total portfolio to 50% luxury stores and add approximately $2bn in expected annualized revenues," David Hult, Asbury President, and Chief Executive Officer.
Park Place is advised by Presidio Group and Locke Lord. Asbury is advised by Bank of America Merrill Lynch, Hill Ward Henderson and Jones Day.
Wendel completed the sale of a 79% stake in Allied Universal, a security services provider in North America, to Caisse de dépôt et placement du Québec and a new investment group led by Warburg Pincus and an affiliate of the J. Safra Group.
"I am delighted to see more high-quality investors join Allied Universal to develop further and strengthen its leadership position in the industry. This transaction further solidifies Wendel's success in the US market and provides additional capital with which to invest in other high-quality companies to grow its portfolio over the long-term," David Darmon, Wendel Deputy CEO.
Allied was advised by Barclays, and Morgan Stanley. CDPQ was advised by Citigroup. Wendel was advised by Cleary Gottlieb Steen & Hamilton and Skadden Arps Slate Meagher & Flom.
Arcline Investment Management, a private equity firm, is set to acquire Fairbanks Morse, a specialty machinery manufacturer, from industrial machinery manufacturer EnPro Industries for $450m. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close by March 31, 2020.
"I would like to thank the Fairbanks Morse team for their hard work and dedication that has put the business on a clear growth trajectory. We were able to monetize this momentum through a sale to Arcline, and we are confident they will continue this strong growth trend," Marvin Riley, EnPro CEO.
Arcline is advised by Harris Williams & Co, Moelis & Co and Joele Frank. EnPro is advising DC Advisory and Robinson Bradshaw.
A Xerox shareholder sued Carl Icahn and an investment vehicle he controls, alleging they bought $1.2bn worth of HP shares, knowing that Xerox was considering acquiring the stock at a premium, Bloomberg reported.
The Miami Firefighters Relief and Pension Fund filed the lawsuit in New York state court in Manhattan on Friday, alleging Icahn, Icahn Capital, and High River breached their fiduciary duties to Xerox by buying HP stock with the knowledge that Xerox will be acquiring them at a premium.
HP is advised by Goldman Sachs and Wachtell Lipton Rosen & Katz. Xerox is advised by Citigroup, King & Spalding, and Willkie Farr & Gallagher.
Great Hill Partners, a growth-oriented private equity firm, is set to acquire VersaPay, a fintech company, for $95m. Under the terms of the arrangement agreement, each VersaPay shareholder will receive cash consideration of $2.04 for each VersaPay share. The consideration represents a 47.5% premium to the closing price of the VersaPay shares.
"We are very pleased to be able to recommend this transaction to our shareholders, employees, and customers. With their deep knowledge of our industry and focus on supporting growth companies, Great Hill is uniquely positioned to understand our business and its long term potential and help the Company to achieve that potential," Art Mesher, VersaPay Chairman.
VersaPay is advised by INFOR Financial, Arnold & Porter Kaye Scholer, and Cassels Brock & Blackwell. Great Hill is advised by Alston & Bird, and Blake Cassels & Graydon.
Gryphon Investors, a mid-market private equity firm, is set to acquire a majority stake in Heartland Veterinary Partners, a veterinary support organization. Financial terms were not disclosed.
"We're pleased to partner with Gryphon, which has a long track record of helping companies like ours successfully grow their businesses. With the support of Gryphon's deep operational and financial resources, we look forward to expanding our network of affiliated veterinarian hospitals and accelerating growth across our core geographies," George Robinson, Heartland CEO.
Heartland is advised by William Blair & Co and Winston & Strawn. Gryphon is advised by Houlihan Lokey, Kirkland & Ellis and Blicksilver PR.
Saks Fifth Avenue owner Hudson's Bay fell short of securing enough shareholder support for a $1.4bn deal to take the department store operator private, Reuters reported.
A buyout consortium of Hudson's Bay investors led by its Executive Chairman Richard Baker did not get enough votes from other company shareholders by a Friday morning deadline in advance of a December 17 special meeting.
Hudson's Bay is advised by Centerview Partners, JP Morgan, and Blake Cassels & Graydon.
Praesidium Investment Management stated that it would vote against Instructure plan to divest itself to Thoma Bravo, a private equity firm, becoming the second prominent investor to speak out against the proposed $2bn deal, Reuters reported.
"Due to our growing concerns over the potentially flawed and conflicted process and the resulting bid that we feel undervalues the company, Praesidium believes the proposed deal is not in the best interests of shareholders and intends to vote against the deal as it is currently presented," Praesidium Founders.
Instructure is advised by JP Morgan and Cooley. Thoma Bravo is advised by Kirkland & Ellis.
NewLink Genetics, a clinical-stage biopharmaceutical company, rejected the $1.75 per share takeover offer by Evercel, a publicly-traded holding company. Evercel believes that the merger of NewLink with Lumos Biopharma threatens to destroy value for NewLink's stockholders.
"We tried to engage in a good-faith discussion with NewLink's Board of Directors to deliver a superior offer to shareholders. However, NewLink's Board turned down our offer without even engaging in any discussion with us. We believe our cash offer is superior to the current all-stock Lumos deal as it offers NLNK shareholders a strong premium to the $1.45 volume-weighted average share price since the Lumos deal," Daniel Allen, Evercel CEO.
NewLink is advised by Stifel, and Cooley. Lumos is advised by DLA Piper.
Warburg Pincus-backed Vivtera, a global business process management and transformation partner, agreed to acquire Arise Virtual Solutions, a provider of business process services, from Strait Lane Capital. Financial terms were not disclosed.
"This partnership with Warburg Pincus and Vivtera provides Arise with an exciting opportunity to access world-class resources that will accelerate the rate at which we deliver leading digital and human experiences for our customers and Service Partners who leverage the Arise Platform," Scott Etheridge, Arise CEO.
Warburg Pincus and Vivtera are advised by Kirkland & Ellis and Evercore.
Tilray, a Canadian pharmaceutical and cannabis company, and Privateer, an American private equity company that invests in the legal cannabis industry, completed the merger deal.
"We appreciate the long-term confidence that Privateer has in the Tilray business, and we look forward to having their investors as part of our stockholder base. We believe this transaction will give Tilray greater control and operating flexibility while allowing us to effectively manage our public float," Mark Castaneda, Tilray CFO.
Tower Health, a provider of health care services, and Drexel University, a provider of educational services, completed the acquisition of St. Christopher's Hospital for Children, a medical facility, for $50m.
"We are excited about a bright future for St. Christopher's as it continues to serve as a center for healthcare, medical education and research, and innovation," Clint Matthews, Tower Health President, and CEO.
ANSA Merchant Bank, a Trinidad and Tobago-based provider of auto financing, asset finance, investment services and merchant banking services, is set to acquire the Trinidad and Tobago operations of Bank of Baroda. Financial terms were not disclosed.
The transaction is subject to the approval of the Central Bank of Trinidad and Tobago.
“We have had a long and successful tenure in Trinidad and Tobago and will look forward to a disruption-free service to the valued customers of BOBTTL. Bank of Baroda stays committed to maintaining its existing international relationships,” Murali Ramaswami, Bank of Baroda Executive Director.
Acronis, a provider of cyber protection, is set to acquire 5nine, a cloud management and security solutions provider. Financial terms were not disclosed.
“By combining with Acronis, we will be able to accelerate product innovation, expand our distribution channel, and leverage our existing technology to meet customer requirements. We are certain that this acquisition will drive cloud adoption and ensure secure and reliable cloud infrastructure deployments worldwide,” Karen Armor, 5nine CEO.
WPX in discussions to acquire Felix's oil and gas assets for $2.5bn. (FS)
WPX Energy, a hydrocarbon exploration company, is considering purchasing the oil and gas exploration assets of EnCap Investments-backed Felix Energy, an oil and gas company, for about $2.5bn. The deal won't include Felix's pipeline assets, Bloomberg reported.
WPX Energy could announce a deal with Denver-based Felix Energy later this month.
PG&E files amended reorganization plan.
PG&E, a California power producer, stated that it has filed for an amended reorganization plan, adding that it remains on track to getting the project confirmed before a June 2020 deadline to exit bankruptcy, Reuters reported.
The development comes less than a week after the company said it reached a $13.5bn settlement with victims of some of the most devastating wildfires in California's modern history.
Fortress explores $1bn bid for transportation firm Trac. (FS)
Fortress Investment Group is considering the sale of Trac Intermodal, a transportation equipment company. Trac, which describes itself as the most abundant marine chassis provider in the US, could fetch about $1bn, including debt.
JP Morgan Asset Management appoints Head of Private Credit. (FS, People)
JP Morgan Asset Management elected Meg McClellan as Head of Private Credit in the firm's Global Alternatives group, to lead the firm's major expansion in Private Credit. Valid from January 1, 2020.
McClellan will oversee the firm's Global Special Situations, Infrastructure Debt, and Commercial Mortgage Loan businesses and lead the firm's development of new private credit solutions. She will be responsible for individual credit platform growth, both organic and inorganic. McClellan currently serves as JP Morgan Asset Management's CFO.
Pension fund OMERS appoints a new CEO. (FS, People)
The Ontario Municipal Employees Retirement System selected Blake Hutcheson as its new chief executive. He will take the position next year when Michael Latimer steps down.
Latimer plans to retire at the end of May 2020. He has been with Omers for two decades and has been CEO for the last six years as the fund rose to more than C$100bn ($76bn) in assets from C$65bn ($49bn) when he took over.
US chipmaker Nvidia offered no concessions to EU antitrust regulators, examining its $6.8bn bid for Mellanox Technologies. The EU competition enforcer is scheduled to decide on Nvidia's biggest-ever acquisition by December 19. It is not clear if the deal will be cleared entirely or will face a full-scale investigation.
Mellanox is advised by JP Morgan, Latham & Watkins and Herzog Fox & Neeman. NVIDIA is advised by Goldman Sachs, Jones Day, Sullivan & Cromwell, Yigal Arnon and Brunswick Group.
French shareholders are seeking reassurances in the planned merger of PSA and Fiat Chrysler that they will retain a numerical advantage on a combined board if CEO Carlos Tavares leaves, Reuters reported.
Under the terms of the draft Memorandum of Understanding, PSA and Fiat Chrysler would each have five seats on the board of the merged entity.
FCA is advised by Goldman Sachs, Sullivan & Cromwell, d'Angelin & Co, Community Group, Image Sept and Sard Verbinnen & Co. BPIFrance is advised by Willkie Farr & Gallagher. Peugeot is advised by Zaoui & Co. PSA is advised by Messier Maris & Associes, Morgan Stanley and Perella Weinberg Partners. Exor is advised by Lazard.
Activist hedge fund Elliott would divest its shares in Altran if Capgemini, a software consultancy, raised its bid for Altran to €18 ($20) from €14 ($15.5) per share, Reuters reported.
If Capgemini increases its bid to that level, the French minority shareholders' defense group Adam may drop its legal challenge to Capgemini's bid.
Capgemini is advised by EY, Credit Agricole, HSBC, JP Morgan, Lazard, Cleary Gottlieb Steen & Hamilton and Image Sept. Altran is advised by Citigroup, Herbert Smith Freehills and Brunswick Group. BNP Paribas is providing debt financing and is being advised by Hogan Lovells.
The Riverside Company, a private equity firm, completed an investment in HealthTech BioActives, a manufacturer of active pharmaceutical ingredients. Financial terms were not disclosed.
"There is incredible potential in the flavor industry for us. We're excited to help accelerate HTBA's new product development, driving sales and increasing its existing product portfolio during our hold," Damien Gaudin, Riverside Principal.
Riverside was advised by Roland Berger, Dextra Corporate, KPMG, PwC, Advocatenkantoor Parmentier, Allen & Overy, and Garrigues. Ferrer was advised by Deloitte. Debt financing was provided by LGT Capital Partners.
TA Associates-backed List Group, a developer of software solutions for the financial industry, completed the acquisition of a majority stake in IT Software, an Italy-based fintech software company. Financial terms were not disclosed.
"IT Software has developed a product suite that covers an integrated set of functionalities that is highly complementary to our expertise in trading software. Importantly, we believe that this acquisition will enable LIST to enhance our international presence and capabilities, which will play an important role in our international expansion. We are very pleased to complete this acquisition and look forward to integrating IT Software's talented team and high-quality products into our strategy," Alvise Insalaco, List Chief Executive Officer.
IT Software was advised by Jump Holding, Cartella & Manzoni, and Studio Pirola Pennuto Zei & Associati. List Group was advised by Fineurop Soditic, KPMG, and Latham & Watkins.
Morgan Stanley Infrastructure agreed to acquire a 49.99% stake in Altice Portugal FTTH, a wholesaler of FFTH in Portugal, for $2.5bn.
"I am very pleased that our partnership with Morgan Stanley Infrastructure Partners, initiated in the context of our Portuguese tower transaction in 2018, now continues with a transformational fiber project," Patrick Drahi, Altice Founder.
Altice is advised by Lazard, Franklin, Ropes & Gray, and Uria Menendez.
Sony Pictures Entertainment, an American entertainment company, completed the acquisition of Silvergate Media, a developer of children's brands for broadcasters, streaming platforms, and retail partners, for $193m. Sony acquired the company from its management team and from the LA-based investment firm Shamrock Capital.
In a statement, Sony said the deal "underlines SPT's strategy of diversifying its studio business and growing key genres" by expanding its presence in the lucrative children's programming space. Specifically, the deal marks a significant expansion into the children's animation genre.
Universal Scientific Industrial, an electronics designer and manufacturer, is set to acquire Asteelflash, an electronics manufacturing service company, for $450m, of which 89.6% is paid in cash, 10.4% is paid by issuing shares of USI.
"We will make the most of USI's capabilities to capture opportunities from different segments. From design services to product system assemblies, Asteelflash looks forward to growing together with USI to provide global customers with top-notch services and world-class quality," Gilles Benhamou, Asteelflash CEO.
Capvis, a private equity firm, is set to acquire Tertianum Group, a provider of assisted living and old-age care homes, from Swiss Prime Site, a real estate company. Financial terms were not disclosed.
"As an established and very well-connected investor with strong Swiss roots, Capvis is exactly the right owner for Tertianum. We are looking forward to working with them," Luca Stager, Tertianum CEO.
GIC to acquire Maximus portfolio for $1bn. (FS, RE)
GIC, a sovereign wealth fund established by the Government of Singapore, agreed to acquire the Maximus portfolio from funds managed by affiliates of Apollo Global Management for $1bn. The acquisition is expected to close in the first quarter of 2020.
Maximus portfolio covers over 1m square meters of industrial space and comprises 28 logistics assets located in logistics hubs across Europe, including Germany, Poland, Slovakia, the Netherlands, Belgium, and Austria.
"Our P3 logistics platform in Europe is an important part of our global logistics portfolio, and this acquisition of high-quality, income-producing logistics assets across Europe is aligned with our strategy to efficiently scale up P3, and effectively strengthen its position as a leading developer and manager of logistics properties in the region," Lee Kok Sun, GIC Real Estate Chief Investment Officer.
GIC is advised by Kirkland & Ellis.
Ageas and Helvetia in the last stage of an auction for Caser.
Ageas, a Belgian insurer, and Swiss rival Helvetia proceeded to the final stages of an auction for Caser Seguros which values the 77-year old insurer at about €1bn ($1.1bn), Reutersreported.
Caser will review the two proposals at a board meeting on December 18, but its fragmented shareholder structure means a final decision may be delayed until January.
China's State Grid nears stake purchase of Oman Electricity.
State Grid of China is approaching an agreement to acquire a 49% stake in Oman's state-owned transmission company in the first significant privatization by the Middle East's largest non-OPEC oil producer.
The deal will value Oman Electricity Transmission at c.$2bn.
Snoop Dogg-backed Klarna eyes IPO in US expansion. (FS)
Klarna Bank, a Swedish payment provider, is planning a potential IPO in the next one or two years, as the most valuable European fintech startup expands rapidly in the US.
The firm's backers include Permira, BlackRock, Sequoia Capital and rapper Snoop Dogg.
"An IPO would most likely be happening in the US because there is a bigger understanding of technology companies like us and because the US might be our biggest market in one or two years," Sebastian Siemiatkowski, Klarna CEO.
The Australian Competition and Consumer Commission raised concerns over Asahi’s acquisition of Carlton & United Breweries, stating that it could raise cider prices and reduce competition in the beer market. ACCC will make its final decisions in March 2020.
“The proposed acquisition would combine the two largest suppliers of cider in a highly concentrated market. A combined Asahi-CUB would control the Somersby, Strongbow, Mercury, and Bulmers cider brands, which account for about two-thirds of cider sales. We are concerned that the proposed acquisition may lead to higher cider prices," Rod Sims, ACCC Chairman.
Asahi Group is advised by EY, PwC, Nomura, Rothschild & Co and Allen & Overy. AB InBev is advised by Lazard, Freshfields Bruckhaus Deringer, and Gladstone Place Partners. Debt financing is provided by Sumitomo Mitsui.
KKR completed the acquisition of a majority stake in NVC Lighting's China Lighting Business, a manufacturer and distributor of branded lighting products through a robust distribution network across China, for $794m.
"We are thrilled to welcome KKR as a new shareholder in NVC China to position this business for its next phase of growth. We are confident that the resources and operating expertise that KKR brings to the NVC China team will be extremely valuable for the long-term success of this business. We are excited to remain invested in NVC China alongside KKR, which will allow NVC International and its shareholders to continue to benefit from the Company's future successes," Wang Donglei, NVC International Chairman of the Board.
KKR was advised by Fangda Partners, Kirkland & Ellis, Paul Weiss Rifkind Wharton & Garrison, and FTI Consulting. NVC was advised by Deloitte, Freshfields Bruckhaus Deringer, and WSFG.
Delivery Hero, a provider of online food ordering services, agreed to acquire Woowa, a designer and developer of software applications. The transaction is valued at $4bn on a cash and debt-free basis. The closing of the transaction is subject to certain conditions, including financing and regulatory approvals, and is expected to occur in H2 2020.
"We are excited to partner with Delivery Hero to leverage their platform and global expertise to facilitate expansion in Asia, as well as to further penetrate the high potential Korean market. The partnership will also help achieve economies of scale to effectively compete against global and domestic IT giants. Together we aim to cultivate and invest into development of online food delivery services for the benefit of consumers, restaurants, and riders," Bongjin Kim, Woowa CEO & Founder.
Delivery Hero is advised by Morgan Stanley, Bae Kim & Lee, Kim & Chang, Sullivan & Cromwell and WongPartnership.
Hoya, a Japanese company manufacturing optical products, launched a $1.4bn counter-bid for NuFlare, a developer and manufacturer of electron beam mask writers, epitaxial growth systems, and mask inspection devices.
With Hoya offering a sweeter deal, it could also become another test case for Japan's corporate governance when it comes to seeking higher returns for shareholders. Hoya is offering $119 or $9 more than Toshiba, valuing NuFlare at $1.4bn. Hoya plans to acquire a minimum of 66.67% of NuFlare, meaning Toshiba's tender of part of its shares was a prerequisite for the deal to go through.
Qualcomm Ventures, the investment platform of Qualcomm, and Intel Capital, the investment platform of Intel, led an investment round of $142m in Huaqin Communication Technology, an intelligent communication terminal development company.
The investment is backed by a group of Chinese investment companies including private equity firms SinoKing Capital, Wise Road Capital, and SummitView Capital.
Ant Financial, a provider of financial services to consumers and small businesses, and Vanguard, a provider of investment management and advisory services, agreed to form a joint venture. Financial terms were not disclosed.
The joint venture will provide a fund investment advisory service, as approved by the China Securities Regulatory Commission, to individual Chinese investors.
"Combining our technology with Vanguard's investment advisory expertise will make high-quality wealth management services simpler, smarter, and more inclusive," Eric Jing, Ant Financial Chairman, and CEO.
Vanke Service, an affiliate of Chinese residential property developer China Vanke, with Cushman & Wakefield, real estate brokerage firm, agreed to form a joint venture to enhance their real estate business in Greater China. Financial terms were not disclosed.
The joint venture plans to focus on commercial property and asset management as well as integrated facility management.
RHB Bank ends negotiations on divesting its insurance unit to Tokio Marine.
RHB Bank, Malaysia's fourth-biggest lender by assets, stated that it had called off talks to divest 94.7% of its shares in RHB Insurance to Tokio Marine Asia, a unit of Japan's Tokio Marine, DealStreetAsia reported.
"RHB Bank wishes to announce that after much negotiations and deliberations, both the company and TMA have not been able to reach an agreement on mutually acceptable terms and conditions for the proposed disposal," RHB.
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