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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sovos Brands Inc | NASDAQ:SOVO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 22.98 | 21.02 | 22.99 | 0 | 01:00:00 |
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| | | | | 115 | | | |
| | | | | A-1 | | | |
| | | | | B-1 | | | |
| | | | | C-1 | | | |
| | | | | D-1 | | | |
| | | | | E-1 | | |
| | |
Fiscal year
|
| |||||||||||||||||||||||||||
| | |
2023
|
| |
2024
|
| |
2025
|
| |
2026
|
| |
2027
|
| |||||||||||||||
| | |
(in US$ millions, except per share data)
|
| |||||||||||||||||||||||||||
Net Sales
|
| | | $ | 974.4 | | | | | $ | 1,117.2 | | | | | $ | 1,255.1 | | | | | $ | 1,357.2 | | | | | $ | 1,445.6 | | |
Adjusted EBITDA(1)
|
| | | $ | 148.2 | | | | | $ | 172.5 | | | | | $ | 200.7 | | | | | $ | 220.2 | | | | | $ | 237.3 | | |
Adjusted Net Income(2)
|
| | | $ | 74.1 | | | | | $ | 92.5 | | | | | $ | 113.6 | | | | | $ | 128.3 | | | | | $ | 141.1 | | |
Adjusted Earnings Per Share(3)
|
| | | $ | 0.73 | | | | | $ | 0.91 | | | | | $ | 1.12 | | | | | $ | 1.26 | | | | | $ | 1.39 | | |
Unlevered Free Cash Flow(4)
|
| | | $ | 80.6 | | | | | $ | 97.6 | | | | | $ | 123.3 | | | | | $ | 143.2 | | | | | $ | 156.0 | | |
Announcement Date
|
| |
Selected Transactions
|
| |
EV/LTM
EBITDA |
| |||
|
Acquiror
|
| |
Target
|
| |||||
February 2021 | | | Hormel Foods Corporation | | | Planters | | |
15.0x
|
|
November 2020 | | | McCormick & Company Inc. | | | Cholula Hot Sauce | | |
25.0x
|
|
August 2019 | | |
The Simply Good Foods Company
|
| | Quest Nutrition, LLC | | |
20.0x
|
|
June 2018 | | | Conagra Brands, Inc. | | | Pinnacle Foods Inc. | | |
15.9x
|
|
December 2017 | | | Campbell Soup Company | | | Snyder’s-Lance, Inc. | | |
20.9x
|
|
December 2017 | | | The Hershey Co. | | | Amplify Snack Brands, Inc. | | |
18.8x
|
|
July 2017 | | | McCormick & Company Inc. | | | Frank’s RedHot | | |
20.0x
|
|
November 2015 | | | Pinnacle Foods Inc. | | | Boulder Brands, Inc. | | |
14.7x
|
|
October 2015 | | | Snyder’s-Lance, Inc. | | | Diamond Foods, Inc. | | |
15.8x
|
|
March 2015 | | | H.J. Heinz Co. | | | Kraft Foods Group Inc. | | |
16.1x
|
|
July 2014 | | | Tyson Foods, Inc. | | | The Hillshire Brands Company | | |
16.7x
|
|
May 2014 | | | Mizkan Group | | | Ragu & Bertolli pasta sauce brand portfolio | | |
15.8x
|
|
February 2013 | | |
Berkshire Hathaway and 3G
Capital Management |
| | H.J. Heinz Co. | | |
13.7x
|
|
Median | | | | | | | | |
16.1x
|
|
Selected Companies
|
| |
2023E
EV/EBITDA Multiple |
| |
2024E
EV/EBITDA Multiple |
| ||||||
Sovos Brands
|
| | | | 15.9x | | | | | | 14.3x | | |
Selected Companies
|
| | | | | | | | | | | | |
Lancaster Colony Corporation
|
| | | | 20.0x | | | | | | 17.1x | | |
Utz Brands, Inc.
|
| | | | 17.2x | | | | | | 16.1x | | |
BellRing Brands, Inc.
|
| | | | 17.0x | | | | | | 15.2x | | |
The Simply Good Foods Company
|
| | | | 16.4x | | | | | | 15.1x | | |
Hostess Brands, Inc.
|
| | | | 12.7x | | | | | | 11.9x | | |
Selected Company
|
| |
2023E
EV / EBITDA |
| |||
B&G Foods, Inc.
|
| | | | 10.3x | | |
BellRing Brands, Inc.
|
| | | | 17.0x | | |
Hostess Brands, Inc.
|
| | | | 12.8x | | |
The Hain Celestial Group, Inc.
|
| | | | 10.8x | | |
Lancaster Colony Corp.
|
| | | | 20.2x | | |
Post Holdings, Inc.
|
| | | | 9.8x | | |
The Simply Good Foods Company
|
| | | | 16.4x | | |
Utz Brands, Inc.
|
| | | | 17.2x | | |
Mean | | | | | 14.3x | | |
Median | | | | | 14.6x | | |
Date Announced
|
| |
Target
|
| |
Acquiror
|
| |
EV / LTM
EBITDA |
|
July 2023 | | | Kevin’s Natural Foods | | | Mars, Incorporated | | |
n.a.
|
|
June 2023 | | | Yasso Holdings, Inc. | | | Unilever Plc | | |
n.a.
|
|
February 2021 | | | Planters snacking portfolio of Kraft Heinz Company | | | Hormel Foods Corporation | | |
12.5x
|
|
November 2020 | | | Parent company of Cholula Hot Sauce | | | McCormick & Company Inc. | | |
23.7x
|
|
August 2019 | | | Quest Nutrition, LLC | | | Simply Good Foods Company | | |
17.4x
|
|
June 2018 | | | Pinnacle Foods Inc. | | | Conagra Brands, Inc. | | |
15.9x
|
|
January 2018 | | |
Nestlé’s US confectionary business
|
| | Ferrero Group | | |
16.0x
|
|
December 2017 | | | Snyder’s-Lance, Inc. | | | Campbell Soup Company | | |
20.9x
|
|
December 2017 | | | Amplify Snack Brands, Inc. | | | The Hershey Co. | | |
18.8x
|
|
July 2017 | | | Reckitt Benckiser’s Food Division | | | McCormick & Company Inc. | | |
19.9x
|
|
November 2015 | | | Boulder Brands, Inc. | | | Pinnacle Foods Inc. | | |
14.0x
|
|
October 2015 | | | Diamond Foods, Inc. | | | Snyder’s-Lance, Inc. | | |
15.7x
|
|
March 2015 | | | Kraft Foods Group, Inc. | | | H.J. Heinz Company | | |
16.2x
|
|
July 2014 | | | The Hillshire Brands Company | | | Tyson Foods, Inc. | | |
16.7x
|
|
May 2014 | | | Conopco Inc. | | | Mizkan Group | | |
15.8x
|
|
February 2013 | | | H.J. Heinz Company | | | H.J. Heinz Holding Corporation (3G Capital; Berkshire Hathaway) | | |
13.7x
|
|
Mean | | | | | | | | |
16.9x
|
|
Median | | | | | | | | |
16.1x
|
|
Name(1)
|
| |
Age
|
| |
Position
|
| |
Since
|
|
William R. Johnson | | | 74 | | | Chairman of the Board | | | 2017 | |
Todd R. Lachman(2) | | | 60 | | | Director, Founder, President and Chief Executive Officer; | | | 2017 | |
Tamer Abuaita | | | 50 | | | Director | | | 2022 | |
Jefferson M. Case | | | 46 | | | Director | | | 2017 | |
Neha U. Mathur | | | 31 | | | Director | | | 2021 | |
David S. Roberts | | | 39 | | | Director | | | 2017 | |
Valarie L. Sheppard | | | 59 | | | Director | | | 2021 | |
Vijayanthimala (Mala) Singh | | | 53 | | | Director | | | 2021 | |
Risa Cretella | | | 44 | | | Chief Sales Officer | | | 2023 | |
Katie J. Gvazdinskas | | | 44 | | | Chief Human Resources Officer | | | 2021 | |
Christopher W. Hall | | | 62 | | | Chief Financial Officer | | | 2019 | |
E. Yuri Hermida(2) | | | 50 | | | Chief Growth Officer | | | 2022 | |
Kirk A. Jensen(2) | | | 49 | | | Chief Operating Officer | | | 2022 | |
Isobel A. Jones | | | 56 | | | Chief Legal Officer and General Counsel; Secretary | | | 2020 | |
Lisa Y. O’Driscoll | | | 50 | | | Chief Administrative Officer | | | 2021 | |
| | |
Vests
|
| | |
Forfeits
|
| ||||||||||||||||||||||||||||||
Name/Group
|
| |
Company
Time- Based Restricted Stock(1) |
| |
Company
Time- and Performance- Based Restricted Stock(2) |
| |
Company
Performance- Based Restricted Stock(3) |
| |
Total Cash
Amount to be Paid Based on Merger Consideration |
| | |
Company
Performance- Based Restricted Stock |
| |
Total Cash
Amount Forfeited Based on Merger Consideration |
| ||||||||||||||||||
William R. Johnson
|
| | | | — | | | | | | 120,741 | | | | | | 114,922 | | | | | $ | 5,420,249 | | | | | | | 17,187 | | | | | $ | 395,301 | | |
Todd R. Lachman(4)
|
| | | | — | | | | | | 414,810 | | | | | | 421,247 | | | | | $ | 19,229,311 | | | | | | | 90,768 | | | | | $ | 2,087,664 | | |
E. Yuri Hermida(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | |
Kirk A. Jensen
|
| | | | — | | | | | | 60,648 | | | | | | 60,118 | | | | | $ | 2,777,618 | | | | | | | 11,504 | | | | | $ | 264,592 | | |
All executive officers and directors as a group(6)
|
| | | | 25 | | | | | | 801,698 | | | | | | 798,322 | | | | | $ | 36,800,460 | | | | | | | 156,437 | | | | | $ | 3,598,051 | | |
Name
|
| |
Number of
Company RSUs(1) |
| |
Cash Amount
to be Paid Based on Merger Consideration |
| ||||||
Tamer Abuaita
|
| | | | 6,413 | | | | | $ | 147,499 | | |
Jefferson M. Case(2)
|
| | | | — | | | | | | — | | |
William R. Johnson
|
| | | | 38,199 | | | | | $ | 878,577 | | |
Neha Mathur(2)
|
| | | | — | | | | | | — | | |
David Roberts(2)
|
| | | | — | | | | | | — | | |
Valarie Sheppard
|
| | | | 6,413 | | | | | $ | 147,499 | | |
Vijayanthimala (Mala) Singh
|
| | | | 6,413 | | | | | $ | 147,499 | | |
| | |
Number of
Shares Beneficially Owned |
| |
Percentage
of Shares Beneficially Owned |
| ||||||
5% stockholders | | | | | | | | | | | | | |
Funds managed by Advent International, L.P.(1)
|
| | | | 42,612,154 | | | | | | 42.1% | | |
Capital World Investors(2)
|
| | | | 5,297,349 | | | | | | 5.2% | | |
Wellington Management Group(3)
|
| | | | 6,218,132 | | | | | | 6.1% | | |
Named executive officers and directors | | | | | | | | | | | | | |
Todd R. Lachman(4)
|
| | | | 1,752,009 | | | | | | 1.7% | | |
E. Yuri Hermida
|
| | | | — | | | | | | — | | |
Kirk A. Jensen(5)
|
| | | | 219,581 | | | | | | * | | |
William R. Johnson(6)
|
| | | | 1,396,539 | | | | | | 1.4% | | |
Tamer Abuaita
|
| | | | 7,122 | | | | | | * | | |
Jefferson M. Case(7)
|
| | | | — | | | | | | * | | |
Neha U. Mathur(7)
|
| | | | — | | | | | | * | | |
David W. Roberts
|
| | | | — | | | | | | * | | |
Valarie L. Sheppard
|
| | | | 15,229 | | | | | | * | | |
Vijayanthimala (Mala) Singh
|
| | | | 15,229 | | | | | | * | | |
All executive officers and directors as a group (15 persons)
|
| | | | 3,982,487 | | | | | | 3.9% | | |
| | |
Page
|
| |||
ARTICLE 1
Definitions |
| ||||||
| | | | A-1 | | | |
| | | | A-9 | | | |
ARTICLE 2
The Merger |
| ||||||
| | | | A-10 | | | |
| | | | A-11 | | | |
| | | | A-11 | | | |
| | | | A-12 | | | |
| | | | A-13 | | | |
| | | | A-15 | | | |
| | | | A-15 | | | |
| | | | A-15 | | | |
ARTICLE 3
The Surviving Corporation |
| ||||||
| | | | A-15 | | | |
| | | | A-15 | | | |
| | | | A-15 | | | |
ARTICLE 4
Representations and Warranties of the Company |
| ||||||
| | | | A-16 | | | |
| | | | A-16 | | | |
| | | | A-16 | | | |
| | | | A-17 | | | |
| | | | A-17 | | | |
| | | | A-18 | | | |
| | | | A-18 | | | |
| | | | A-20 | | | |
| | | | A-20 | | | |
| | | | A-20 | | | |
| | | | A-20 | | |
| | |
Page
|
| |||
| | | | A-20 | | | |
| | | | A-21 | | | |
| | | | A-21 | | | |
| | | | A-21 | | | |
| | | | A-22 | | | |
| | | | A-23 | | | |
| | | | A-23 | | | |
| | | | A-24 | | | |
| | | | A-25 | | | |
| | | | A-26 | | | |
| | | | A-27 | | | |
| | | | A-29 | | | |
| | | | A-29 | | | |
| | | | A-29 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
ARTICLE 5
Representations and Warranties of Parent |
| ||||||
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-33 | | | |
| | | | A-33 | | | |
| | | | A-33 | | | |
| | | | A-33 | | |
| | |
Page
|
| |||
ARTICLE 6
Covenants of the Company |
| ||||||
| | | | A-34 | | | |
| | | | A-36 | | | |
| | | | A-37 | | | |
ARTICLE 7
Covenants of Parent |
| ||||||
| | | | A-40 | | | |
| | | | A-40 | | | |
| | | | A-41 | | | |
ARTICLE 8
Covenants of Parent and the Company |
| ||||||
| | | | A-43 | | | |
| | | | A-45 | | | |
| | | | A-45 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
ARTICLE 9
Conditions to the Merger |
| ||||||
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-52 | | | |
ARTICLE 10
Termination |
| ||||||
| | | | A-52 | | | |
| | | | A-53 | | |
| | |
Page
|
| |||
ARTICLE 11
Miscellaneous |
| ||||||
| | | | A-53 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
| | | | A-55 | | | |
| | | | A-56 | | | |
| | | | A-56 | | | |
| | | | A-56 | | | |
| | | | A-57 | | | |
| | | | A-57 | | | |
| | | | A-57 | | | |
| | | | A-57 | | | |
| | | | A-57 | | | |
| | | | A-57 | | | |
| | | | A-58 | | | |
Exhibit A – Voting Agreement Parties | | ||||||
Exhibit B – Certificate of Incorporation of Surviving Corporation |
|
Term
|
| |
Section
|
|
Adverse Recommendation Change | | | 6.03(a) | |
Agreement | | | Preamble | |
Board of Directors | | | Recitals | |
Burdensome Condition | | | 8.01(c) | |
Certificates | | | 2.03(a) | |
Closing | | | 2.01(b) | |
Closing Date | | | 2.01(b) | |
Company | | | Preamble | |
Company Board Recommendation | | | 4.02(b) | |
Company Disclosure Documents | | | 4.09(a) | |
Company Meeting | | | 4.03 | |
Company SEC Documents | | | 4.07(a) | |
Company Securities | | | 4.05(b) | |
Company Subsidiary Securities | | | 4.06(b) | |
Confidentiality Agreement | | | 6.02 | |
Continuation Period | | | 7.03(a) | |
D&O Indemnification Documents | | | 7.02(a) | |
D&O Insurance | | | 7.02(c) | |
Data Breach | | | 4.17 | |
Effective Time | | | 2.01(c) | |
Term
|
| |
Section
|
|
Electronic Delivery | | | 11.10 | |
End Date | | | 10.01(b) | |
Exchange Agent | | | 2.03(a) | |
FDA | | | 4.25(a) | |
Food Authorities | | | 4.25(a) | |
FTC | | | 4.25(a) | |
Indemnified Person | | | 7.02(a) | |
Indemnity Proceedings | | | 7.02(a) | |
Intervening Event | | | 6.03(b) | |
Lease | | | 4.15(b) | |
Leased Real Property | | | 4.15(b) | |
Material Contract | | | 4.22(b) | |
Merger | | | 2.01(a) | |
Merger Consideration | | | 2.02 | |
Merger Sub | | |
Preamble
|
|
Parent | | |
Preamble
|
|
Parent Related Party | | | 11.04(c) | |
Parent RSU | | | 2.05(b) | |
Proxy Statement | | | 4.03 | |
Registered Intellectual Property | | | 4.16 | |
Representatives | | | 6.02 | |
Requisite Company Vote | | | 4.02(a) | |
Reverse Termination Fee | | | 11.04(c) | |
Sanctions | | | 4.12(c) | |
Shares | | | 2.02(a) | |
Superior Proposal | | | 6.03(e) | |
Surviving Corporation | | | 2.01(a) | |
Surviving Economic Provisions | | | 10.02 | |
Terminating Company PSU | | | 2.05(c) | |
Terminating Company PSU Consideration | | | 2.05(c) | |
Terminating Company Restricted Stock | | | 2.05(a) | |
Terminating Company Restricted Stock Consideration | | | 2.05(a) | |
Terminating Company RSU | | | 2.05(b) | |
Terminating Company RSU Consideration | | | 2.05(b) | |
Termination Fee | | | 11.04(b) | |
Uncertificated Shares | | | 2.03(a) | |
USDA | | | 4.25(a) | |
Voting Agreement | | | Recitals | |
| | | | CAMPBELL SOUP COMPANY | | |||
| | | | By: | | |
/s/ Mark A. Clouse
Name:
Mark A. Clouse
|
|
| | | | | | |
Title:
President and Chief Executive Officer
|
|
| By: GPE VIII GP S.à r.l., its general partner | | | ||
| By: Advent International GPE VIII, LLC, its manager | | |
/s/ Jarlyth Gibson
Jarlyth Gibson, manager
|
|
| By: Advent International, L.P., its manager | | | | | |||
| By: Advent International GP, LLC, its general partner | | | | | |||
| By: | | |
/s/ Neil Crawford
Name:
Neil Crawford
|
| | | |
| | | |
Title:
Vice President of Finance
|
| | | |
| By: | | |
/s/ Neil Crawford
Name:
Neil Crawford
|
| | | |
| | | |
Title:
Vice President of Finance
|
| | | |
| By: | | |
/s/ Neil Crawford
Name:
Neil Crawford
|
| | | |
| | | |
Title:
Vice President of Finance
|
| | | |
|
/s/ Neha Mathur
Name:
Neha Mathur
|
| | | |
|
Title:
President
|
| | | |
| |
Name of Stockholder
|
| | |
Total Shares Owned
|
| | |
Address for Notices
(including email) |
| |
| |
|
| | | | | | | | | |
EX-FILING FEES
Calculation of Filing Fee Table
Schedule 14A
(Form Type)
Sovos Brands, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
Proposed Maximum Aggregate Value of Transaction | Fee Rate | Amount of Filing Fee | ||||||||||
Fees to be paid | $ | 2,417,903,748 | (1)(2) | 0.0001102 | $ | 266,453 | (3) | |||||
Fees Previously Paid | $ | 0 | $ | 0 | ||||||||
Total Transaction Valuation | $ | 2,417,903,748 | ||||||||||
Total Fees Due for Filing | $ | 266,453 | ||||||||||
Total Fees Previously Paid | $ | 0 | ||||||||||
Total Fee Offsets | $ | 0 | ||||||||||
Net Fee Due | $ | 266,453 |
(1) | In accordance with Exchange Act Rule 0-11, the maximum number of securities of Sovos Brands, Inc. (“Sovos”) to which this transaction applies is estimated, as of August 25, 2023, to consist of: (i) 101,329,105 outstanding shares of common stock of Sovos, $0.001 par value per share (“Company Stock”); (ii) 90,559 time-based restricted stock units of Sovos (“Company RSUs”) that are outstanding as of immediately prior to the effective time of the merger (the “Effective Time”) and held by (A) a non-employee director of the Company or (B) any director, officer, employee or individual independent contractor or consultant or other individual service provider of the Company (a “Service Provider”) who is a former Service Provider as of immediately prior to the Effective Time (“Terminating Company RSUs”); (iii) 1,577,906 Company RSUs that are not Terminating Company RSUs; (iv) 15,130 performance-based restricted stock units of Sovos (“Company PSUs”) that are outstanding as of immediately prior to the Effective Time and held by (A) a non-employee director of the Company or (B) any Service Provider who is a former Service Provider as of immediately prior to the Effective Time (“Terminating Company PSUs”); and (v) 1,351,882 Company PSUs that are not Terminating Company PSUs. |
(2) | In accordance with Exchange Act Rule 0-11, the proposed maximum aggregate value of the transaction estimated solely for the purposes of calculating the filing fee was calculated, as of August 25, 2023, based on the sum of: (i) $2,330,569,415, representing the product of 101,329,105 shares of Company Stock, multiplied by $23.00 per share (which is the merger consideration under the merger agreement); (ii) $2,082,857, representing the product of 90,559 shares of Company Stock subject to the Terminating Company RSUs, multiplied by $23.00 per share; (iii) $36,406,236, representing the product of $41.95, being the average of the high and low prices reported on the New York Stock Exchange for the shares of Campbell Soup Company (the “Parent Common Stock”) on August 24, 2023, multiplied by 1,577,906 shares of Company Stock underlying the Company RSUs that are not Terminating Company RSUs, and further multiplied by 0.55 (which is the quotient obtained by dividing (x) $23.00 by (y) the Equity Award Exchange Ratio (as defined below)) and rounded down to the nearest whole share; (iv) $520,881, representing the product of 22,647 shares of Company Stock subject to such Terminating Company PSUs, multiplied by $23.00 per share; and (v) $48,342,359, representing the product of $41.95, being the average of the high and low prices reported on the New York Stock Exchange for the Parent Common Stock on August 24, 2023, multiplied by 2,094,457 shares of Company Stock underlying such Company PSUs that are not Terminating Company PSUs, and further multiplied by 0.55 (which is the quotient obtained by dividing (x) $23.00 by (y) the Equity Award Exchange Ratio) and rounded down to the nearest whole share; |
provided that, where applicable, each share of Company Restricted Stock and each Company PSUs is assumed to vest at maximum performance levels as provided for under the merger agreement. Under the merger agreement, the Equity Award Exchange Ratio is a function of a prospective figure, namely, the volume-weighted average closing price per share of Parent Common Stock on the New York Stock Exchange for the five consecutive trading day period ending on the last trading day preceding the closing date of the transaction. For the purposes of this Fee Table, the Registrant has, in accordance with Exchange Act Rule 0-11(a)(4), calculated the Equity Award Exchange Ratio using a figure representing the average of the high and low prices reported for Parent Common Stock on August 24, 2023.
(3) | In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, and Exchange Act Rule 0-11, the filing fee was determined as the product of the proposed maximum aggregate value of the transaction as calculated in note (2) above multiplied by 0.0001102. |
1 Year Sovos Brands Chart |
1 Month Sovos Brands Chart |
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