Apohan Corporate Consultants Private Limited

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Mergers & acquisitions

Apohan Corporate Consultants Pvt. Ltd. > Mergers & acquisitions

Part I: Introduction to Mergers & Acquisitions


Instead, directly proceed to:

See:

Part II: Basic concepts & fundamental questions regarding M&A transactions

See:

Part III: Comprehensive classification of M&A transactions

See:

Part IV: Apohan’s M&A service portfolio

See:

Part V: Scope of work & execution of M&A transaction


M&A Business:

Apohan’s main business – M&A

Apohan’s frontal business is providing consultancy services for making available adequate equity capital to small and medium enterprises in India for business growth & financial turnaround. It fills in all the gaps in terms of availability of time & expertise in the SME businesses in terms of: Identification of exact problem, formulation of strategy, analysis of the business model, analysis of its funding requirements, identification of an appropriate investor, negotiation with the investor, documentation, deal structuring, investment contracts, hand-holding and allied services.


Target audience:

Our services are targetted at a specific audience:

1. Indian companies with revenue between INR 25 crore ti INR 500 crore looking for equity for growth
2. Indian small-cap listed companies seeking growth or turnaround equity funding
3. Indian mid-cap listed companies seeking growth or turnaround equity funding
4. Companies seeking financial turnaround through equity funding that had past peak revenue of at leats INR 25 crore.
5. Start-up that can afford pay retention fees & also have potential to grow to revenue of INR 25 Crore in one year.
6. Private limited or public limited companies, other legal forms, holding companies.
7. Large companies seeking equity funding for financial turnaround or growth.

See:

How Apohan selects and screens the companies for equity funding?


Nature of Services:

End-to-end customized services:

Apohan provides all the services in the entire spectrum of mergers and acquisitions, strategic transactions, equity funding, business restructuring, capital restructuring and also those strategic business activities that should be undertaken to take maximum advantage from mergers and acquisitions. We provide end-to-end, customized consultancy for all the strategic transactions that a business should explore from time to time to secure adequate capital, to prevent or manage or overcome the situation of financial distress, to turnaround business from financial defaults, to undertake new projects and initiatives, to ensure stability and sustainability of the business, to substitute the existing sources of capital with better ones, etc.


Part II: Comprehensive Classification of M&A Transactions 

Please find below classification of M&A transactions on various bases. There are around 15 ways in which we have classified the M&A transactions. We have used the word Merger (M&A) for simplicity. It refers to most types of non-operational strategic corporate transactions as important as M&A.

The language used is highly simplified so that a businessman from non-financial background can understand.

There are links at the end of each classification which elaborate the concepts, definitions, descriptions, aspects, advantages, disadvantages and the application.

The classifications on different bases are separated by a separator line.

 


Classifications of strategic transactions based on what is being transferred: 

The broadest classification of mergers and acquisitions (the term used in the broadest sense) is based on what is being transacted, sold or transferred and between whom.

1. Share transfers:

What is transacted? Shares of company!

See:

Share transfer

2. Asset transfers:

What is transacted? The long-term producing assets (not the usual products) of the company!

There are two types of asset transactions:

Asset sale:
Slump sale:

See more:

Asset sale & slump sale

3. Mergers & Acquisitions (M&A) or Business Transfers (BT):

What is being sold, purchased, transacted, transferred, combined or divided in M&A?

The companies or the body corporates or the legal entities!

See more:

The three types of strategic business transfer transactions


Types of Mergers:

When two or more companies are combined, the term used is mergers and acquisitions. The other terms used are amalgamation, combination, absorption, acquisition, takeover, etc. The usage of these terms changes with the perspective and the context. Many a time terms are used alternatively.

1. Types of mergers based on relative size of merging companies

Merger:

Amalgamation:

2. Types of mergers based on role in the value chain:

Depending upon the role of the two companies involved in merger and acquisition in the supply chain or value chain, mergers and acquisitions are classified in the following manner:

Vertical mergers:

Horizontal merger:

Lateral merger:

Co-generic mergers:

Concentric mergers:

Forward merger:

Reverse Merger:

Conglomerate mergers:

Triangular Merger:

3. Classification of mergers based on the type of integration:

Statutory Merger:

Subsidiary Merger:

Consolidation Merger:

See all details:

Consultancy services for mergers


Types of Acquisitions:

The word acquisition could be acquisition of control by purchase of the “existing” shares of the company from the existing shareholder or it could be issue of additional equity resulting in the dilution of the control of the existing shareholder and gain of control for the new shareholders. In simple terms, acquisition means buying a company. What happens in an acquisition? All the assets, liabilities, rights and obligations of the target company are transferred to the acquiring company and the target company loses its legal existence. Acquisitions are also called takeovers.

1. Types based on modes of acquisition

Acquisition by dissolution of target company (acquisition by merger)

Acquisition by acquisition of controlling shareholding in the target company:

Critical stages of ownership in an Indian company:

2. Types of Acquisitions: Amity & hostility between managements:

Among the acquisition by acquisition of controlling shareholding in the target company, there are various types of based on what was the the nature of relationship (friendliness or resistance) between the companies that were undergoing acquisition.

Friendly acquisition:

Hostile acquisition:

Corporate Raiders:

Bail-out acquisition:

See:

Consulting services for acquisitions


Types of Divisions of Companies:

The way companies can be combined, a company can also be divided into more than one legal entities. The divisions of the company are referred to with different terms such as demerger, spin off, split off, split-up, carve out, divestment, divestiture, etc.

Following are the types:

Spin-off:

Split-up:

Split off:

Equity carve-out:

Divestment:

Divestiture:

See details:

Consulting services for demergers.


Types of Equities Issued

Latest look into what all types of equity instruments are available for a company to raise funds:

Common equity:

Differential voting right shares(DVR):

Complex equity /Mixed equity / Mezzanine equity types:

Preference equity:

Options:

Warrants:

Convertible debt type instruments:

Convertible debentures:

Convertible Bonds:

Foreign currency convertible bonds (FCCB):

See:

Consultancy services for selection of type of equity


Types of Modes of Placement of Equity Shares:

In private limited companies, public limited companies (listed or not), anyone who wants raise the money in a company cannot take it without a proper corporate process. The choice of corporate process is called mode of placement of new equity.

1. Types of issues

Following are the various modes of issue of new securities to raise equity capital:

Rights issue:

Preferential allotment:

Private placement:

Employee stock option plan (ESOP):

Bonus Issue:

2. Public offers:

Initial public offer (IPO)

Profitability Route:
Qualified institutional buyer (QIB) Route:

Follow-on public offer (FPO):

3. Depository receipts (ADR GDR SDR):

Companies can raise funds via different methods/modes listed above. Apohan carries out professional, end-to-end, customized consultancy services for above classification of modes of issue of equities to achieve the objectives of the client business. Apohan carries out all these equity transactions, right from the problem identification phase, to the closure of deal with perfection.

See more:

Consultancy services for types of equity issues


Types of Financial Benefits for Shareholders:

We have use this word corporate transactions here only for convenience to describe the transactions between a company and its “existing” shareholders or a select few stakeholders. All the transactions listed here are one or other way the company rewards the shareholders.

Payment of Salaries & benefits:

Payment of Dividend:

Buyback of shares:

Capital withdrawal:

Bonus share issue:

Appreciation of share price:

All above are means how are company returns the original investment amount it are the the profit made using them. Apohan carries out professional, end-to-end, customized consultancy services under above classification of corporate activities to achieve the objectives of the business.

See details:

Strategy for shareholders to maximize benefits from their ownership


Classification of M&A Deals by the Financial Circumstances of a Company:

The company benefits that does the merger and acquisition activity in good times. The company suffers huge financial losses that does merger and acquisition activity in haste and tough financial times.

Three types of circumstances of a company:

1. Equity funding for business growth:

Equity funding for growth is necessary and desirable but it not emergent and exigency. The company has time to explore the right kind of investor. The company has highest bargaining power and can get highest premium when it is in growth phase or is seeking funds for growth projects.

See:

Consultancy services for business growth through equity funding

2. Equity finance in financial distress for turnaround:

A company has the least bargaining power and minimum time available to turnaround through equity funding. Turnaround is the most difficult kind of equity funding initiatives. Apohan has Special expertise in turnaround of financially distressed companies. The investors are highly skeptical about the very viability of a business in financial district. They are more so when it comes to a private limited company in which the compliance requirement and the transparency is very less. Generally, the investors do not go to the root cause of financial distress. If the business is intrinsically viable, profitable, able to generate expected rate of return, if the management is ethical, and if the offer made to the investors is attractive, it is not very difficult to achieve a financial turnaround through equity investment.

See:

Consultancy services for business turnaround

3. Equity funding for or by opportunistic businesses:

The companies that are neither aspiring growth not having any kind of financial problem also engage in merger and acquisition activities depending upon the quality of the opportunity available & their mood.

See:

Consultancy for businesses suddenly getting active/dragged in M&A

Companies can be in any of the circumstances mentioned above. Apohan carries out professional, end-to-end, customized consultancy services for above classification of circumstances of the company to achieve the objectives of the client business. Apohan carries out all these equity transactions, right from the problem identification phase, to the closure of deal with perfection.

See:

Consultancy services for business growth, financial turnaround & inorganic growth


Strategic & Financial Investors

There are basically two types of investors that are looking for buying a private limited business depending upon whether the equity investor is a business itself or a financial fund.

Strategic investors:

Financial investors:

Apohan very well understands the difference in the approach of strategic investors and financial investors. Apohan carries out professional, end-to-end, customized consultancy services by approaching the right kind of investor to achieve the objectives of the client business. Apohan carries out all types of equity transactions, right from the problem identification phase, to the closure of deal with perfection.

See:

Difference between strategic investor’s approach & financial investor’s approach


M&A  Types  Based on the Operational Objectives:

In the business world, it is said that one requires everything to grow and absence of only one thing is sufficient to hold you down or fail. Many companies have many advantages, capabilities, cash, good management, etc but they lack one or the other critical resource that they cannot develop in-house or purchase in the open market. This precious resource, however, may be easily available with a small time company around them. It is in benefit of both of these parties to associate together and complement each other’s strengths.

Following are the objectives on operational front of the companies why they come together by department:

1. Human resources:

Recruitment of high quality talent pool:

2. Marketing:

Entry into new product segments:

Market segment access:

New geographical markets:

Market share:

Eligibility for participation in the large tenders:

Sharing of marketing infrastructure:

Reduction in competition:

Association with the famous brand:

3. Operations management:

Increase in scale of operation:

Acquisition of unique operational capabilities:

Business expansion through new projects:

Bulk buying discount in procurement:

Intellectual property for premium production:

Access to hi-tech research and development (R&D):

4. Financial management:

Working capital:

Saving of overhead expenses:

Credit rating:

Tax saving:

Benefits from government schemes:

Becoming a listed company:

Financial turnaround:

5. Strategic management:

Synergies in operations, technology, marketing and corporate matters:

Diversification for risk mitigation:

Transformation into a professional company:

Apohan very well understands all the benefits of the activities of strategic nature such as mergers and acquisitions. Apohan carries out professional, end-to-end, customized consultancy services by understanding the operational objectives of a business. Apohan carries out all types of equity transactions, right from the problem identification phase, to the closure of deal with perfection.

See:

Benefits, advantages & objectives of mergers & acquisitions


Types of Investment Funds by Objective:

The term fund is not name or type of any legal entity. A fund might be organised in any legal form. The funds are constituted with a particular investment objective.

Following are the types of funds classified on the basis of their objective:

Growth funds:

Distress asset funds:

Restructuring funds:

SME funds:

Start-up funds:

(Apohan engages with any stage of a startup provided that they are able to pay retention fees we charge, they have a reasonable expectation of the evaluation from the investors, etc. Apohan does not entertain a startup with “an idea in a mind” nature without a tail or a head, without any investment of own stakes or own money, without concrete efforts for the development of the final product, etc.)

Impact funds or Social Venture Fund:

Charity funds:

India Funds:

Emerging market funds:

Sector funds:

New-age technology funds:

Conventional sector funds:

Microfinance funds:

Apohan very well understands the orientation of all these kinds of funds in making investment through mergers and acquisitions. Apohan helps a small and medium enterprise, in identification of the funds that might be most interested in them and add more value. Apohan carries out professional, end-to-end, customized consultancy services by understanding how to successfully approach and obtain investment from these funds. Apohan can manage the transaction right from the problem identification phase, to the closure of deal with perfection.

See:

Classification of equity investors based on sector focus


Types of Payments of  Consideration:

The payment (or consideration) for acquisition of share for acquisition of the corporate entity can be done in various ways. Following is the list of the ways in which the mergers and acquisition payments are made:

Cash deal:

Equity deal or stock deal:

Any other instrument or security:

Apohan very well understands the cash constraints of the acquired and cash requirements of the sellers in the mergers and acquisitions. Apohan helps a small and medium enterprise, in deciding the correct mode of realisation of the consideration of M&A deal. Apohan carries out professional, end-to-end, customized consultancy services by understanding how to successfully realised the M&A payments. Apohan manages the transaction right from the problem identification phase, to the closure of deal with perfection.

See:

Ways of M&A consideration payment


Classification Based on the Size of M&A Deal:

The newspaper statistics describing the M&A activity in India speak of only large deals. See more in the link below.

Large deals:

Small deals:

Micro deals:

(Apohan considers any merger and acquisition deal where the net transaction consideration is less than rupees 10 crore as a micro deal. Apohan is not in the business of micro deals.)

(Apohan very well understands the different degrees of complexities and other sensitivities in the different sizes of M&A deals. Apohan helps a small and medium enterprise in approaching the investors of appropriate ticket sizes for the M&A deal.)

See more:

M&A deal types by value of transaction


Types of M&A Deals based on the Extent of Control Acquisition:

The functioning of the board of directors and the General Body of members (shareholders) requires a specific percentage of the ownership or the control to be able to take a specific type of decisions. On one side, the importance of ability to lead the decisions (or importance of the power and authority to be able to take important company decisions without interference of the other shareholders) is very critical and on the other side, the available cash for purchase of adequate percentage of total holding is a serious limitation.

Following is the classification of the merger and acquisition activity based on the extent of acquisition of control:

Buyout or sellout deals:

Absolute majority deals:

Control deals:

Minority stake deals:

Representation stake deals:

Material stake deals:

Marginal stake deals:

Cross-holding deals:

Differential voting rights (DVR):

Apohan very well understands the various sensitivities around control management in the M&A deals. Apohan helps its clients in the proper management of the control of the merged entity in the right hands so that no destruction of value happens. Apohan carries out professional, end-to-end, customized consultancy services by understanding how to allocate various control functions in the board of directors. Apohan manages the transaction right from the problem identification phase, to the closure of deal with perfection.

See more…

Impact of shareholding percentage on acquisition of control in M&A


Types of  Equity Sale/Issue Processes:

In the way various tools, technologies, methods and processes are used for procurement of goods or works, equity control of a company can also be procured or sold in the same ways.

Following is the list of different kinds of ways in which equity is sold:

Auction:

Tender:

Open offer:

Book building:

Public Issue:

Apohan very well understands the advantages and disadvantages of these processes. Apohan understands the minute details of all these processes. Apohan helps its clients in the proper management of the issues. Apohan carries out professional, end-to-end, customized consultancy services through efficient implementation of these processes. Apohan manages the transaction right from the problem identification phase, to the closure of deal with perfection.

See link:

Market mechanisms of issue/sale of existing or additional equity


Types of  Business Restructuring:

With the onset of insolvency and bankruptcy code, the protection framework for the financial creditors and the operational creditors of a business has entered into a new paradigm. This has a very big adverse effect on the the shareholders of the insolvent companies.  See more in the link below.

Following are the types of strategic restructuring exercises:

Corporate restructuring:

Business restructuring:

Contract restructuring:

Financial restructuring:

Also, Apohan helps in acquisition of assets under IBC.

Acquisition of distressed assets through NCLT’s CIRP process under IBC code:

Apohan is aware that there are around 7000 companies under CIRP and more are on the way. Apohan helps the financially distressed companies in the early stages to overcome the problems through restructuring. Apohan carries out professional, end-to-end, customized consultancy services in this domain. Apohan also helps the companies that want to acquire the companies under CRPC true or competitive acceptable resolution plan. Apohan manages the transaction right from the problem identification phase, to the closure of deal with perfection.

See more:

Consultancy services for business restructuring


Classification of M&A Deals Based on Nationalities of Companies:

The feasibility and applicable legal and regulatory framework changes drastically depending upon the nationality of the involved companies. Nationality of a company is the nation of its registration irrespective of where the owners stay.

Following are the types of deals based on the nationality:

Domestic deals:

Foreign deals:

Cross-border deals:

Inward M&A deals (FDI):

Outward Deals (ODI):

Apohan management has experts understanding of international merger and acquisition deals. Apohan carries out professional, end-to-end, customized consultancy services in these domains. Apohan manages the international transaction right from the problem identification phase, to the closure of deal with perfection.

See more:

Cross-border M&A deals


Type of the Financial Investors:

The main classification of investors is strategic investors who are businesses themselves and are not any finance companies or organisations. The rest are the financial investors. However, the financial investors come in a wide variety. It depends upon what is the legal nature of the organisation, what is their governing regulation, from whom they collect (and can collect) the money, what is their selection criteria for a target, what is their investment criteria, what is their risk appetite, what is their expected rate of return on the investment, how much they want to interfere they in (or assist) the management, what is the complexity of their investment process, how long they want to keep invested, etc.

Following is the classification of various types of financial investors.

Friends, relatives & family:

Sweat equity (executive directors and key professionals):

ESOPs (employees):

Seed investors:

Angle investors:

Simple agreement for future equity (SAFE) investors:

The unknown, unmet general citizen investor (Crowdfunding):

Donation Crowdfunding:
Pre-order Crowdfunding:
Reward Crowdfunding:
Debt Crowdfunding (P2P lending):
Equity based Crowdfunding:

Venture capital fund (VC Investors):

Private equity fund (PE investors):

Family offices (The rich family investors):

Single family office (SFO):
Multi-family office (MFO):

High net worth individual (HNI) Investors:

Emerging HNIs:
Normal HNIs:
Ultra-high net worth individuals (UHNIs):
.

Non-resident Indian (NRI) Investors:

Asset Management Companies (Mutual Funds):

Equity mutual funds:
Hybrid Mutual Funds
.

The various taxpayers as Investors:

Investment trusts as Investors (REITs & InvITs):

Real estate investment trusts (REITs):
Infrastructure investment trusts (InvITs):

Investment bankers as the Investors:

Firm Commitment Underwriting:
Best Efforts Underwriting:
All-or-None Underwriting:
.

Qualified institutional buyers (QIBs) as Investors:

NBFC core investment company (CIC) Investor:

Hedge Fund Investors:

Sovereign wealth fund (SWF):

NIIF Master Fund:
NIIF Fund of Funds:
NIIF Strategic Investment Fund:

Pension Funds

Fund of Funds:

Alternative investment funds (AIF):

Category I AIF:
Following are the types of category I AIF:

Venture Capital Fund (VCF)
Infrastructure Fund(IF)
Angel Fund
Social Venture Fund

Category II AIF:
Following are the types of category I AIF:

Private Equity (PE) Fund
Debt Fund
Fund of Funds

Category III AIF:

Hedge Fund
Private Investment in Public Equity Fund (PIPE)

Foreign direct investor (FDI):

There is a specific reason why Apohan has listed all these type of investors exhaustively here. A typical small and medium enterprise owner always thinks that there is a great shortage of capital. He is in despair after not getting good quality response from the bank. Apohan believes that a technocrat businessman should prepare a viable business plan without an assumption of capital constraints. They should focus on the core business of generating value. There is a wide variety of investors in the market to Cater to almost all kinds of needs. Apohan carries out professional, end-to-end, customized consultancy services as it understands the investment philosophy & process of all of these types of investor M&A deals. Apohan manages the transaction right from the problem identification phase, to the closure of deal with perfection.

See details:

Types of equity investors in business


Types of Government Approvals for M&A:

RBI:

CCI:

Fast track merger:

SEBI:

Specific acts:

Apohan carries out professional, end-to-end, customized consultancy services as it understands the internal and external legal and regulatory framework of all the kinds of M&A deals. Apohan manages the transaction right from the problem identification phase, to the closure of deal with perfection.

See more:

Government approvals required for mergers & acquisitions


Classification of M&A deals by the terms of equity contract:

The equity contracts lay elaborate framework for the rights, obligations, assets, liabilities, risks, control, financial benefits, etc. of the parties.

Following are the key terms:

Transferability:
Participation in excess profit:
Accumulation of dividend:
Convertibility:
Tag along:
Drag along:
Exit:
First right of refusal:

Apohan understands the terms of the contracts of all the varieties of M&A deals in depth. Apohan drafts full proof, practical and exhaustive contract without causing any interpretation for understanding issues between the investor and the businesses. Apohan manages the transaction right from the problem identification phase, to the closure of deal with perfection.

See more:

Special terms in mergers & acquisitions contracts


Types of Regulatory Forums of Acquisition of Distressed Assets:

Asset reconstruction companies (ARCs):

Bank auction:

Lok Adalat:

Debt recovery Tribunal (DRT):

SARFAESI Act:

CIRP under IBC process /NCLT

High Court/ Supreme Court:

Apohan understands the jurisdiction of various corporate forums. Apohan assists its client in management of the proceedings going on there in terms of strategic advisory. Apohan manages the transaction right from the problem identification phase, to the closure of deal with perfection.

See details:

Regulatory forums for debt recovery & related M&A activity


M&A Deals at Various Stages of Development of the Business:

M&A at different business cycle phase has different implication & objectives.

Following are the various stages of development of a business:

Pre-incorporation:

Proof of concept:

Before break-even:

After break-even:

Exponential growth phase:

Stable growth:

No growth:

Decline phase:

Revamping or refurbishment:

Business Turnaround:

Apohan understands the phases of the business in its life cycle very well. Apohan assists its client in securing equity fund at every stage of its life as it has experts’ understanding of the specific issues in each phase. Apohan manages the transaction right from the problem identification phase, to the closure of deal with perfection.

See more:

M&A at different business cycle stages


M&A Deals at Various Life Stages of a Businessperson

As the Businessman reaches retirement age, being the central person of the company, and many case being the face of the company, he needs to plan his retirement picture of the company in his absence.

Following are the main strategic decisions in this direction:

Management outsourcing:

Succession planning:

Writing a will:

Sellout:

Apohan understands the importance of appropriate decisions when a businessman grows older. Apohan assists the businessmen whose sons and daughters are somehow not able to run the business further in succession planning for sellout of the business. Apohan manages the transaction right from the problem identification phase, to the closure of deal with perfection.

See more:

Succession, will management, sellout,management for full or partial exit from business


Classification on the Basis of Who is Doing Major Work:

Internal people:
M&A consultants:
Investment bankers:
Brokers:
Outsourced agencies:

Apohan understands the expertise, lack of expertise, mechanism of engagement, etc each of these types of entities. Apohan assists the businesses appropriately integrating the services of all these agencies. Apohan manages the transaction right from the problem identification phase, to the closure of deal with perfection.

See more:

Various types of arrangements to carry out M&A documentation work


Premium & Discounted Valuation:

Following are the two cases of relative pricing.

Premium issue:
Discounted issue:

Apohan has expert’s understanding of the parameters that decide the premium or the discount in the merger and acquisition process.

See details:

Premium & discounted equity sale


Perspective of M&A Consultants:

Who is looking at the merger and acquisition activity in the capacity of consultant, following is the classification of consultancies:

Buy-side advisory:

The M&A Consultants call it by side advisory when they advice the investors in equity.

Sell-side advisory:

The M&A advisors call it a sell side advisory when they advise the selling businessman or selling company or selling investor of the equity sellers

Apohan has immense experience both in the sell side advisory and the by side advisory.


Types of Strategic Business Associations:

None of the following activities can be called as merger and acquisition activity. However, they are highly important strategic business activities which which can give an effect which may seem as good as the effect of a merger or of an acquisition.

Following is the list of such strategic relations, associations and contracts:

Business alliance through MOU:

Business alliance through Contract:

Joint venture:

See more:

Consultancy services for local & international joint ventures

India entry strategy:

See:

Consultancy services for India entry

Overseas direct investment:

See:

Consultancy services for overseas direct investment (ODI) by Indian companies.

Franchisee:

Royalty:

Leases:

See:

Consultancy services for business lease contract

Public Private Partnership (Special Purpose Vehicles):

See:

Public Private Partnership (PPP) projects 

Apohan has expert level understanding of all the available avenues for achieving a business objective. Apohan ensures that its client chooses a appropriate strategic path in formulation of a business alliance – equity or non-equity. Apohan manages the transaction right from the problem identification phase, to the closure of deal with perfection.

See more about all:

Strategic activities of similar importance & nature as M&As


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