Crombie REIT Announces $990MM Acquisition, Public Offering of $225MM of Subscription Receipts & $75MM of Extendible Convertible Debentures & Private Placement of $150MM of Class B LP Units

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

STELLARTON, NS, July 24, 2013 /CNW/ - Crombie Real Estate Investment Trust ("Crombie" or the "REIT") (TSX: CRR.UN) announced today that it has entered into an agreement to purchase a portfolio of sixty eight (68) retail properties (the "Properties") representing approximately 3.0 million square feet of 100% occupied gross leasable area ("GLA") (the "Acquisition"). The Properties are being acquired from a wholly-owned subsidiary of Sobeys Inc. ("Sobeys") for an aggregate purchase price of $990 million, subject to certain customary adjustments. All of the Properties are located in Western Canada, with 39.6% of the Properties' GLA located in British Columbia, 42.6% in Alberta, 4.8% in Saskatchewan and 13.0% in Manitoba.

The Properties are currently indirectly owned by Canada Safeway Limited ("Canada Safeway") and are anchored by a Canada Safeway store. Pursuant to the announcement released by Empire Company Limited ("Empire") on June 12, 2013, Sobeys and certain of its affiliates have entered into an agreement to purchase substantially all of the assets of Canada Safeway and its subsidiaries, including the Properties, for a cash purchase price of $5.8 billion (the "Canada Safeway Acquisition"). Empire also announced that part of the financing of this transaction will be through the sale-leaseback of approximately $1 billion of retail grocery-anchored real estate acquired as part of the Canada Safeway Acquisition. The Acquisition, which represents the realization of Empire's contemplated sale-leaseback transaction, is expected to close concurrently with the Canada Safeway Acquisition and is conditional upon the closing of the Canada Safeway Acquisition and receipt of required unitholder and regulatory approvals.

Highlights of the Acquisition include:

  • Expected to be immediately accretive to the REIT's adjusted funds from operations ("AFFO") as measured on a per unit basis upon closing of the Acquisition (the "Acquisition Closing").

  • $57.1 million in net operating income ("NOI") plus development opportunities related to 17 locations, 15 of which are located in Vancouver, Edmonton, Calgary and Winnipeg, which increases Crombie's inventory of development properties.

  • Materially expands the size of the REIT's portfolio, growing Crombie's total GLA from 14.5 million square feet to 17.5 million square feet.

  • Substantially improves the REIT's geographic diversification, with approximately 31% of Crombie's annual minimum rent to be derived from properties located in British Columbia, Alberta, Saskatchewan and Manitoba (vs. approximately 10% currently).

  • Properties will be leased to Sobeys under a series of fully net leases pursuant to which Sobeys will be responsible for all property maintenance costs associated with the Properties, including capital expenditures, over the 19.4 year average effective term of the leases, resulting in higher free cash flow generation.

  • Sobeys will represent a larger percentage of the REIT's tenant base, growing to approximately 49% of the Crombie's total annual minimum rent (vs. approximately 34% currently).

  • Acquisition to be fully funded through (i) a bought-deal public offering of $225 million of subscription receipts and $75 million of convertible extendible unsecured subordinated debentures, (ii) a $150 million private placement of Class B LP Units of Crombie Limited Partnership to ECL Developments Limited ("ECL"), a wholly-owned subsidiary of Empire and (iii) draws on three senior secured non-revolving term credit facilities of up to $600 million in the aggregate (the "Bridge Facilities").

Donald E. Clow, FCA, President and CEO, commented "We are very excited to have the opportunity to acquire this attractive portfolio of assets from Sobeys. The geographic location of these assets is highly complementary to our existing core portfolio, providing greater exposure to Western Canadian markets and solidifying Crombie's position as a truly national retail landlord. Furthermore, this portfolio contains a significant number of assets that are located in key, highly sought-after urban locations that are difficult to acquire. This acquisition is consistent with Crombie's core strategy of owning high quality grocery and drug-store anchored retail centres in attractive locations across the country."

Mr. Clow added that "We expect the transaction to be immediately accretive to the REIT's adjusted funds from operations per unit and to improve our cost of capital as well as our flexibility of capital sources."

Description of the Properties to be Acquired

The Properties represent an aggregate of approximately 3.0 million square feet of GLA and consist of 49 freestanding stores and 19 retail plazas, each anchored by a Canada Safeway grocery store. Upon the Acquisition Closing, Sobeys will enter into long term leases for each Property that provide for minimum annual rents of approximately $57.1 million in the aggregate.

As detailed in the table below, all of the Properties are located in Western Canada, with a high concentration of the assets located in highly sought-after urban locations.

Location   Property
Type
  Address   GLA
(Sq. Ft.)
British Columbia            
Castelgar   Single Tenant   1721 Columbia Avenue   25,000
Chilliwack   Single Tenant   45850 Yale Road   50,000
Coquitlam   Single Tenant   1033 Austin Road   20,000
Cranbrook   Single Tenant   1200 Baker Street   47,000
Kamloops   Single Tenant   750 Fortune Drive   45,000
Kamloops   Single Tenant   945 Columbia Street W   47,000
Kelowna   Single Tenant   697 Bernard Avenue   24,000
Langley   Single Tenant   20871 Fraser Highway   53,000
Langley   Single Tenant   27566 Fraser Highway   43,000
Mission   Multi Tenant   32520 Lougheed Highway   55,000
New Westminster   Single Tenant   800 McBride Boulevard   43,000
Penticton   Multi Tenant   1303 Main Street   63,000
Port Coquitlam   Single Tenant   2850 Shaughnessy Street   49,000
Prince Albert   Multi Tenant   200 2 Avenue W   46,000
Quesnel   Single Tenant   445 Reid Street   25,000
Richmond   Single Tenant   6140 Blundell Road   28,000
Smithers   Single Tenant   3664 Yellowhead Highway   43,000
Surrey   Single Tenant   8860 152 Street   52,000
Surrey   Multi Tenant   7450 120 Street   52,000
Trail   Multi Tenant   1599 Second Avenue   25,000
Vancouver   Multi Tenant   2733 West Broadway   55,000
Vancouver   Multi Tenant   3410 Kingsway   48,000
Vancouver   Multi Tenant   1641 & 1653 Davie Street   40,000
Vancouver   Single Tenant   990 King Edward Avenue W   28,000
Vancouver   Single Tenant   1170 27 Street E   37,000
Vancouver*   Single Tenant   1175 Mount Seymour Road   36,000
Vancouver   Single Tenant   1780 East Broadway   42,000
Vernon   Single Tenant   3417 30 Avenue   31,000
Vernon   Single Tenant   4300 32 Street   48,000
Total British Columbia           1,200,000
             
Alberta            
Banff*   Single Tenant   318 Marten Street   19,000
Brooks   Multi Tenant   404 Cassils Road   54,000
Calgary   Single Tenant   813 11 Avenue SW   38,000
Calgary   Single Tenant   524 Elbow Drive SW   24,000
Calgary   Single Tenant   410 10 Street NW   36,000
Calgary   Single Tenant   55 Castleridge Boulevard NE   53,000
Calgary   Single Tenant   99 Crowfoot Crescent NW   71,000
Calgary   Single Tenant   3550 32 Avenue NE   65,000
Calgary   Single Tenant   850 Saddletowne Circle NE   51,000
Calgary   Multi Tenant   2425 34 Avenue SW   46,000
Calgary   Single Tenant   5048 16 Avenue NW   42,000
Calgary   Multi Tenant   5607 4 Street NW   49,000
Calgary   Multi Tenant   4915 130 Avenue SE   54,000
Chestermere   Single Tenant   135 Chestermere Station Way   43,000
Edmonton   Single Tenant   500 Manning Crossing NW   49,000
Edmonton   Single Tenant   12950 137 Avenue NW   55,000
Edmonton   Multi Tenant   10930 82 Ave NW   34,000
Edmonton   Single Tenant   2534 Guardian Road NW   49,000
Fort McMurray   Single Tenant   9601 Franklin Avenue   40,000
Grande Prairie   Multi Tenant   9925-9927 114 Avenue   62,000
Grande Prairie   Multi Tenant   8100 100 Street   66,000
Lethbridge   Single Tenant   1702 23 Avenue N   44,000
Lethbridge   Multi Tenant   2750 Fairway Plaza Road S   64,000
Okotoks   Single Tenant   610 Big Rock Lane   42,000
Red Deer   Single Tenant   4407 50 Avenue   56,000
Stony Plain   Single Tenant   4202 South Park Drive   44,000
Taber   Single Tenant   4926 46 Avenue   42,000
Total Alberta           1,292,000
             
Saskatchewan            
Moose Jaw   Single Tenant   200 1 Avenue NW   39,000
Prince Albert   Single Tenant   2895 2 Avenue W   56,000
Saskatoon   Single Tenant   1860 McOrmond Drive   50,000
Total Saskatchewan           145,000
             
Manitoba            
Neepawa   Single Tenant   498 Mountain Avenue   18,000
Selkirk   Single Tenant   318 Manitoba Avenue   45,000
Winnipeg   Multi Tenant   1319 Pembina Highway   39,000
Winnipeg   Single Tenant   285 Marion Street   38,000
Winnipeg   Single Tenant   2155 Pembina Highway   42,000
Winnipeg   Single Tenant   3393 Portage Avenue   55,000
Winnipeg   Single Tenant   920 Jefferson Avenue   55,000
Winnipeg   Single Tenant   654 Kildare Avenue   43,000
Winnipeg   Multi Tenant   499 River Avenue   59,000
Total Manitoba           394,000
             
Total Acquisition           3,031,000
             
* Ground lease            


Impact of the Acquisition on Crombie's Portfolio

The Acquisition will significantly increase the size of Crombie's portfolio, increasing the REIT's total GLA to 17.5 million square feet. In addition, the REIT's weighted average lease term will also improve to 12 years upon the Acquisition Closing and the entering into of the Sobeys Leases (as described below). The pro forma figures below reflect both the addition of the acquisition of a property in Beaumont, Alberta on April 30, 2013 and the Acquisition.

    As at
March 31, 2013
  Pro Forma
Number of Properties   175   244
GLA (square feet)   14.5 million   17.5 million
Weighted Average Lease Term   10.3 years   12.0 years


The Acquisition also significantly strengthens Crombie's presence in Western Canada, solidifying the REIT's position as one of Canada's major national retail landlords, and substantially improving Crombie's geographic diversification. 80% of the NOI of the acquired portfolio will be derived from Properties located in large urban and growing Canadian markets while 62% of the NOI is derived from Properties in Vancouver, Edmonton, Calgary and Winnipeg.

          % of GLA   % of Annual Min.
Rent
Province # of
Properties
  GLA
(MM
Sq. Ft.)
  Mar. 31,
2013
    Pro
Forma
    Mar. 31,
2013
    Pro
Forma
 
British Columbia 29   1.20   0.0 %   6.8 %   0.0 %   8.7 %
Alberta 41   2.07   5.0 %   11.8 %   8.0 %   17.2 %
Saskatchewan 7   0.41   1.8 %   2.4 %   2.0 %   2.5 %
Manitoba 10   0.43   0.3 %   2.5 %   0.3 %   3.1 %
Ontario 50   2.89   20.0 %   16.5 %   23.0 %   17.6 %
Quebec 21   1.18   8.2 %   6.7 %   8.8 %   6.7 %
New Brunswick 23   1.85   12.8 %   10.5 %   10.0 %   7.6 %
PEI 2   0.31   2.2 %   1.8 %   1.8 %   1.4 %
Nova Scotia 47   5.54   38.3 %   31.6 %   32.2 %   24.6 %
Newfoundland and Labrador 14   1.66   11.4 %   9.4 %   13.9 %   10.6 %
Total 244   17.54   100.0 %   100.0 %   100.0 %   100.0 %


Crombie will also increase its exposure to Sobeys, Crombie's largest current tenant. Sobeys will represent 49.1% of annual minimum rent, increasing from 33.6% as at March 31, 2013.

  % of Annual
Minimum Rent
     
Tenant March 31,
2013
    Pro
Forma
    Pro Forma
Average Remaining
Lease Term
Sobeys (1) 33.6 %   49.1 %   16.1 years
Shoppers Drug Mart 6.7 %   5.1 %   12.6 years
Empire Theatres Limited 2.0 %   1.5 %   11.4 years
Province of Nova Scotia 1.7 %   1.3 %   5.0 years
GoodLife Fitness 1.5 %   1.2 %   10.0 years
Lawtons/Sobeys Pharmacy 1.5 %   1.2 %   13.4 years
CIBC 1.4 %   1.1 %   17.0 years
Best Buy Canada Ltd. 1.3 %   1.0 %   8.4 years
Bank of Nova Scotia 1.2 %   0.9 %   3.9 years
Mark's Work Warehouse Ltd. 1.1 %   0.8 %   4.3 years
Total 52.0 %   63.2 %    

1. Excludes Lawtons

Financing of the Acquisition

In order to partially finance the Acquisition, Crombie has agreed to sell, subject to regulatory approval and on a bought-deal basis, $225 million of subscription receipts (the "Subscription Receipts") at a price of $12.70 per Subscription Receipt and $75 million of convertible extendible unsecured subordinated debentures (the "Debentures") to a syndicate of underwriters co-led by CIBC World Markets Inc., TD Securities Inc. and Scotia Capital Inc.

On the Acquisition Closing, each Subscription Receipt will convert into one trust unit of Crombie (the "Units"). The Debentures have an initial maturity date of March 12, 2014, which will be extended to March 31, 2021 upon Acquisition Closing. The Debentures have a coupon of 5.25% per annum and will pay interest semi-annually in arrears on September 30 and March 31 in each year commencing on September 30, 2013. Each $1,000 principal amount of Debenture is convertible into approximately 58.309 Units of Crombie at any time, at the option of the holder, representing a conversion price of $17.15 per Unit.

In addition to the issuance of the Subscription Receipts and Debentures, ECL has agreed to purchase $150 million of Class B LP Units of Crombie Limited Partnership on the Acquisition Closing at the same $12.70 offering price as the Subscription Receipts. Immediately following the Acquisition Closing, Empire will continue to indirectly hold a 42.1% economic and voting interest in Crombie (39.3% on a fully-diluted basis).

The REIT has also obtained a commitment from a Canadian chartered bank to provide the REIT with the Bridge Facilities, which consist of three fully-underwritten non-revolving credit facilities of up to $600 million in aggregate to be used in whole or in part to finance part of the purchase price for the Properties. The Bridge Facilities consist of three senior secured non-revolving term credit facilities in the maximum principal amounts of $200 million, $200 million and $200 million, each available as a single drawdown, and maturing on the first, second and third anniversaries, respectively, of the Acquisition Closing. The Bridge Facilities will bear interest at the applicable reference rate plus an applicable margin ranging from 0.75% to 2.25% depending on the nature of loan drawn and the REIT's compliance with respect to certain financial ratios. The Bridge Facilities are expected to be priced at the bankers' acceptance rate plus 175 basis points. It is the REIT's intention to replace draws on the Bridge Facilities with suitable long term debt financing consistent with Crombie's financing philosophy as soon as possible following the Acquisition Closing.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or pursuant to applicable exemption from registration.

Acquisition Agreement

The Properties are being acquired pursuant to an acquisition agreement (the "Acquisition Agreement") entered into between Crombie, Sobeys and certain of their respective subsidiaries on July 24, 2013. The Acquisition Agreement provides that the Acquisition Closing will take place on the later of September 30, 2013 or the closing of the Canada Safeway Acquisition. The Acquisition Agreement provides that Sobeys and Crombie may exclude or substitute properties from the Properties in certain limited circumstances, provided that the minimum value of the portfolio acquired must be $900 million. The Acquisition Closing is subject to the satisfaction of a number of conditions, including the closing of the Canada Safeway Acquisition and receipt of required unitholder and regulatory approvals. The Canada Safeway Acquisition is scheduled to occur no later than December 12, 2013, provided that in certain circumstances Sobeys may extend the closing date for the Canada Safeway Acquisition to no later than March 12, 2014. If the closing of the Canada Safeway Acquisition does not occur by March 12, 2014, the Acquisition Agreement will terminate unless Crombie agrees to extend the Acquisition Closing.

Environmental Indemnity

As a condition to the Acquisition Closing, Sobeys will enter into an environmental indemnity agreement (the "Omnibus Environmental Indemnity Agreement") with the REIT providing for an unlimited indemnity by Sobeys for any claims and costs imposed by, under or pursuant to applicable environmental laws related to the presence of hazardous materials on the applicable Properties identified in the course of the REIT's environmental due diligence, including costs of remediation and monitoring work.

Sobeys Leases

As a condition of the Acquisition Closing, Sobeys will enter into a fully net lease for each of the Properties (the "Sobeys Leases") pursuant to which a subsidiary of Sobeys shall lease each Property on an "as is where is" basis without representation or warranty from the REIT. Any third party tenants occupying any portion of any Properties will become a subtenant of Sobeys.

Each of the Sobeys Leases will be fully net lease to the landlord, such that the Sobeys tenant shall be responsible for all property taxes, insurance, maintenance and structural repairs during the term of the lease. The Sobeys Leases will have an average effective term of 19.4 years after the date of the lease.

The aggregate annual minimum rents under all the Sobeys Leases will increase annually by 1.5% per year, with such increases being phased in over time and beginning to apply with respect to approximately 20% of the Properties in each year following Acquisition Closing.

Recommendation of the Board of Trustees of Crombie and Unitholder Vote

Sobeys is an affiliate of Empire. As Empire, indirectly through ECL, currently owns an approximate 42.7% economic and voting interest in Crombie, the Acquisition constitutes a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). Pursuant to MI 61-101, the REIT was required to obtain, at its own expense, a formal valuation (the "Independent Valuation") of the Properties by a qualified valuator who is independent of the REIT. The REIT is also required, pursuant to MI 61-101, to obtain approval of the Acquisition by a majority vote of Units held by unitholders unrelated to ECL, at a special meeting of unitholders held to consider the Acquisition.

The board of trustees of Crombie appointed a special committee of independent trustees consisting of Brian Johnson (Chair), John Eby, David Graham, Michael Knowlton, John Latimer and Elisabeth Stroback (the "Special Committee") for the purposes of, among other things, considering the Acquisition, supervising the process to be carried out by the REIT and its professional advisors in connection with the Acquisition, determining whether the Acquisition is in the best interests of the REIT and, as the Special Committee may determine to be necessary or advisable, report and make recommendations to the board of trustees of the REIT (the "Board") with respect to the Acquisition.

The Special Committee was also responsible for supervising the preparation of the Independent Valuation and retained Cushman & Wakefield Inc. ("Cushman") to prepare the Independent Valuation. The Special Committee also retained Brookfield Financial Corp. ("Brookfield"), to act as an independent financial advisor to the Special Committee in evaluating the Acquisition. Brookfield has provided the Special Committee with its opinion that the consideration for the Acquisition is fair, from a financial point of view, to the REIT's unitholders (the "Fairness Opinion").

The Special Committee has also met with senior management of the REIT as well as its legal advisors in order to consider various aspects of the Acquisition. The Special Committee has advised the Board of Trustees of the REIT (the "Board") that based on, among other things, the terms of the Acquisition Agreement, the Omnibus Environmental Indemnity Agreement, the Sobeys Leases, the Independent Valuation, the Fairness Opinion and other financial, market and detailed property-related information deemed appropriate and sufficient for such purposes, in its view the Acquisition is fair to Crombie's public unitholders and in the best interests of Crombie, and has unanimously recommended that the Board enter into the acquisition agreements and that the Board recommend to unitholders that they vote in favour of the Acquisition. The Board has resolved to recommend that unitholders vote in favour of the Acquisition at the unitholder Meeting.

The private placement to ECL is also a related party transaction within the meaning of MI 61-101. The Board appointed a committee consisting of Brian Johnson, Michael Knowlton and Donald Clow, each of whom is independent with respect to the private placement within the meaning of MI 61-101, to review and approve the terms of the ECL private placement. The REIT has applied to the Ontario Securities Commission for exemptive relief from the requirement to obtain a formal valuation of the Class B LP Units to be issued to ECL on the basis that the Class B LP Units and the associated Special Voting Units are the economic and voting equivalents of the Units of the REIT. In addition, under MI 61-101 and the rules of the TSX, the REIT is required to obtain approval of the private placement by a majority vote of Units held by unitholders unrelated to ECL, at a special meeting of unitholders held to consider the private placement.

The REIT will be convening a special meeting of its unitholders to consider the transaction and the ECL private placement. Crombie currently anticipates that the special meeting will be held on or about September 18, 2013 and that an information circular containing additional details regarding the business of the special meeting will be mailed to unitholders in mid-August, 2013.

Conference Call Information

The REIT will hold an analyst call today Wednesday, July 24, 2013 beginning at 3:30 p.m. (Eastern Daylight Time) during which senior management will discuss the Acquisition and proposed public offering and private placement. To join this conference call, dial (888) 231-8191 outside the Toronto area or (647) 427-7450 from within the Toronto area. You may also listen to a live audiocast of the conference call by visiting the Company's website located at www.crombiereit.com. To secure a line, please call 15 minutes prior to the conference call. You will be placed on hold until the conference call begins. The media and investing public may access this conference call via a listen mode only.

Replay will be available by dialing (855) 859-2056 and entering passcode 24159205 until midnight August 7, 2013, or on the REIT's website for 90 days following the conference call.

Non-IFRS Measures

Certain terms used in this press release, such as AFFO and NOI, are not measures defined under International Financial Reporting Standards ("IFRS") and do not have standardized meanings prescribed by IFRS. AFFO and NOI should not be construed as an alternative to net earnings or cash flow from operating activities as determined by IFRS. AFFO and NOI, as presented, may not be comparable to similar measures presented by other issuers. Crombie believes that NOI and AFFO are useful in the assessment of its operating performance and that this measure is also useful for valuation purposes and is a relevant and meaningful measure of its ability to earn and distribute cash to unitholders. Examples of reconciliations of AFFO to the most directly comparable measure calculated in accordance with IFRS are provided in the MD&A of Crombie for the three months ended March 31, 2013 and year ending December 31, 2012.

About Crombie

Crombie Real Estate Investment Trust is an unincorporated, open-ended real estate investment trust established under, and governed by, the laws of the Province of Ontario. The trust invests in income-producing retail, office and mixed-use properties in Canada, with a future growth strategy focused primarily on the acquisition of retail properties. Crombie REIT currently owns a portfolio of 176 commercial properties in nine provinces, comprising approximately 14.5 million square feet of gross leasable area. More information about Crombie REIT can be found at www.crombiereit.com.

This news release contains forward looking statements that reflect the current expectations of management of Crombie about Crombie's future results, performance, achievements, prospects and opportunities. Wherever possible, words such as "continue", "may", "will", "estimate", "anticipate", "believe", "expect", "intend" and similar expressions have been used to identify these forward looking statements, and include statements regarding: the impact of the Acquisition on the REIT's property portfolio, including without limitation the effects on NOI, GLA, annual minimum rent and weighted average lease term; the accretive effects of the Acquisition, the expected pricing of the Bridge Facility, the REIT's intentions with respect to obtaining replacement financing for the Bridge Facility; and the expecting timing for closing the offering of Subscription Receipts and Debentures, the ECL private placement and the Acquisition. These statements reflect current beliefs and are based on information currently available to management of Crombie. Forward looking statements necessarily involve known and unknown risks and uncertainties.

A number of factors, including the risk that the Canada Safeway Acquisition does not close as expected, the availability of required unitholder and regulatory approvals, and those risks discussed in the 2012 annual Management Discussion and Analysis under "Risk Management", could cause actual results, performance, achievements, prospects or opportunities to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and a reader should not place undue reliance on the forward looking statements. There can be no assurance that the expectations of management of Crombie will prove to be correct.

Readers are cautioned that such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from these statements. Crombie can give no assurance that actual results will be consistent with these forward-looking statements.

Additional information relating to Crombie can be found on Crombie's web site at www.crombiereit.com or on the SEDAR web site for Canadian regulatory filings at www.sedar.com.

SOURCE: Crombie REIT

For further information:

Crombie REIT
Mr. Glenn Hynes, FCA
Chief Financial Officer and Secretary
(902) 755-8100
www.crombiereit.com


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