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V O L U M E 2 2 , N U M B E R 2 2 n d Q U A R T E R 2 0 1 0

BARCLAY ROUNDTABLE received his BA in Economics from


Brown University and his JD from the

Distressed Securities Funds Gain University of Wisconsin-Madison.


Robert L. Rauch, Gramercy Advisors
LLC. Mr. Rauch is a Partner and Director
31% in 2009, 6.5% in Q1 of Research of Gramercy. Gramercy is an
event-driven hedge fund with US$ 2.6
Is the Easy Money Off the Table or Is this the billion of funds under management spe-
cializing in opportunistic corporate and
Beginning of a New Multi Year Trend? sovereign investments in global emerg-
ing markets. Mr. Rauch oversees research
Chances are the world would just as for the average investor. To the experi- and the corporate restructuring activities
soon forget the 2008 market turmoil that enced distressed hedge fund manager, of Gramercy, chairs the Investment
sent the global economy into a spiral and however, the current opportunity set is Committee, and serves as portfolio man-
may have forever changed the way that unprecedented and ripe with profit ager for several Gramercy funds.
global markets operate. The strong potential. To discuss the current environ-
rebound that has ensued through the
first quarter of 2010, along with an
ment for distressed investing and review
the opportunity set in more detail we Q : The market turmoil that occurred
in 2008 created an unprecedented
level of default activity among US com-
improving economic picture, certainly have assembled a panel of expert man-
has gone a long way toward sending that agers. Our panel includes; panies. In your opinion what is the cur-
episode into the history books. rent opportunity set for companies cur-
Oren M. Cohen, Brownstone Asset rently in distress, but possessing a high
Healthy aftermath are words that are Management, L.P. Mr. Cohen is the probability of improving their earnings
rarely uttered in tandem, but they may founder and Head Portfolio Manager at and balance sheets to eventually
best describe where we are today Brownstone. He has over 20 years of emerge from distressed status? Please
because of 2008. Significant excesses experience in the financial markets, discuss the opportunity set for compa-
have been removed from the markets, mostly focused on the high yield and nies that are in, or are likely to enter,
valuations of many securities have distressed securities markets. Mr. Cohen bankruptcy but have a potential for a
returned to realistic levels, and much holds an MBA in finance from the favorable restructurings. What percent-
needed regulatory reform may be on the Wharton School (1987) and a BA in eco- age of the universe does not ultimately
way. As a corollary to healthy aftermath, nomics from Columbia University represent viable investment situations?
weak companies with no prospects have (1981).
been forced to disappear, while promis- Cohen: With the dramatic tightening
Howard Golden and Kevin Wyman, of credit spreads and reemergence of
ing companies, albeit temporarily
Southpaw Asset Management, L.P. vibrant capital markets for issuance of
bruised, offer significant opportunities
Messrs. Golden and Wyman are the below investment grade securities, the
in the form of distressed investment
founders and portfolio managers for opportunity set for pure long-biased dis-
strategies.
Southpaw. Immediately prior to forming tressed investments has diminished sig-
Since declining by 31.70% in 2008, the the Partnership, they served as nificantly over the past 12 months. We
Barclay Distressed Securities Index has Managing Directors of Ramius Capital believe that the most compelling long
gained 30.89% in 2008 and an additional Group, LLC for five years, during which opportunities are in credits of companies
6.55% in the first quarter of 2010. Has the time they cofounded and headed the well through their restructuring process-
easy money been taken off the table or RCG Carpathia Master Fund, Ltd. and its es where significant upside can be real-
are we still in the early stages of a much related assets. Mr. Golden received his ized from investing in fulcrum securities
larger trend? BS in Accounting from New York that are likely to obtain substantial equi-
To the untrained eye, today’s dis- University and his MBA in Finance from ty in the reorganized entities. Generally,
tressed environment may appear too Cornell University’s Johnson Graduate we continue to see significant valuation
complex and beyond the scope of ability School of Management. Mr. Wyman discounts between these distressed

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entities and their healthier competitors particularly fertile territory, as there are enabled many distressed issuers to refi-
that trade in the public equity markets. many fundamentally sound companies nance and avoid default. Last year,
However, one must be very careful at that simply drank too deeply from the JPMorgan estimates there was $164 bil-
this point to select companies and indus- well of available debt financing in the lion in new US high-yield bond issues,
tries that can benefit from only a slowly period leading up to the crisis. surpassing the previous record of $158
improving economic backdrop. In some Reorganizations, of course, were billion in 2004. The amount of US high-
industries, like advertising based media designed for just these types of situa- yield bonds trading at distressed levels
or basic commodities, we may be look- tions. On the other side of the equation, (defined as 1,000 bps over US treasury
ing to hold back-end equity for one to there are companies whose long term yields) fell to $4.2 billion as of 1Q10 from
two years post-emergence to realize the viability we question, especially those $233.1 billion in 4Q08, while the corre-
full upside from the trade. who have filed for bankruptcy multiple sponding default rate dropped to 0.2% in
At Brownstone, we are fortunate in times. We expect many of these will not 1Q10 from 16.9% in 1Q09. While activity
that our strategy allows for full direc- be able to reorganize and will go directly is fairly muted right now, we believe
tional flexibility. In other words, rather there is a second wave of defaults in the
than limit ourselves to the deep value US and Europe which will result from
long-biased trade in distressed, we also the legacy of the leveraged buyout boom
continually look for shorting opportuni- of the mid-1990s. From 2002-2007, new
ties in companies with stressed balanced issue LBO loans in the US grew over
sheets in declining industries. The cur- nine-fold to $295 billion, according to
rent period of extreme monetary easing JPMorgan. The total US leveraged loan
has “kicked the can down the road” for market grew over 120% between 2002
many stressed credits that likely would and 2008, totaling $1.6 trillion at
have filed already absent such accommo- December 31, 2008. This compares to a
dation. Also certain sectors in secular US leveraged loan market size of $734
decline (for example newsprint, directo- billion in 2002, and only $150 billion in
ry publishing, video rental chains, etc.) 1993. Debt-to-EBITDA ratios for all new
may have rallied mistakenly in the cycli- US LBOs increased substantially from
cal upturn, presenting new shorting 3.9x in 2002 to 6.0x in 2007. With much of
opportunities for us. this debt issued on a LIBOR based
Golden/Wyman: As it was unfolding, spread which has limited debt service
we heard many characterize the credit pressure, and under “covenant lite”
crisis as a black swan event. While we Oren M. Cohen structures that have not triggered the
Brownstone Asset Management, L.P. usual technical defaults, we expect that
will not rehash all the causes here (hous-
ing bubble, excessive leverage, etc.), our “...the opportunity set for pure long-biased many corporates will fail to meet maturi-
view is that it is hard to make the case distressed investments has diminished ties as their initial five to seven year
that anything but cause and effect were significantly over the past 12 months.” financings come due in 2012-2014.
at work. In fact, we would argue that if In the emerging markets, our primary
anything over the last few years was a area of focus, we believe that the driver
black swan event, it was the ferocity of to liquidation, which is an area in which for corporate defaults will be the limited
the market rallies we have seen over the we specialize. Either way, we look for- access to financing or refinancing by
last year or so. One of the consequences ward to taking advantage of the pricing high-yield issuers. Although there were
of this rally is that many companies inefficiencies that a reorganization or a $136.6 billion in new corporate issues in
which were likely to default in the midst liquidation can create. We believe this 2009, slightly below the $153.2 billion
of the credit crisis have been able to take opportunity set will be particularly record of 2007, fully 78% of this was to
advantage of the enormous technical plentiful in lesser known, smaller situa- investment grade issuers or quasi-sover-
momentum in the high yield market to tions (total debt in the range of $250 mil- eigns. Moreover, we do not see interna-
refinance and push out their maturities. lion to $1 billion) where the pricing inef- tional banks resuming lending to any
Time will tell if they are ultimately able ficiencies tend to be greatest. but the bluest chip emerging markets
to grow into their capital structures and Rauch: We currently see a far more corporate borrowers as banks rebuild
avoid restructuring. We suspect many limited number of distressed opportuni- their capital in anticipation of the
will not. As a result, we think some of ties in the US high yield and loan mar- impending developed world LBO bust
the more interesting distressed opportu- kets than we would have previously to come. We believe that credit risk
nities will come from companies that expected. The unprecedented monetary appetite in emerging markets will
have actually staved off a restructuring, intervention in the credit markets and remain limited and thus lead to restruc-
albeit temporarily. We expect this to be the resurgence of debt issuance in 2009 turings as maturities come due.

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Q : Senior secured bank debt has
been an area of strong interest for
hedge fund managers following a sig-
imagination guarantee 100% principal
recovery. As a matter of fact, from 2004
through the beginnings of the credit cri-
these types of investments, one has to
bear in mind the high price levels at
which most names in the space are cur-
nificant amount of liquidity-based sell- sis in the summer of 2007, bank debt rently trading. As a result, the upside is
ing that occurred in 2008. Despite sit- issuance increased so much and grew to somewhat limited, so you do not want
ting at the top of the capital structure, be such a large part of many individual to take much, if any, risk to earn these
however, senior secured bank debt can corporate capital structures that we relatively low rates of returns. Clearly,
still represent a risky investment when often refer to it as “high yield bonds there was easy money made in 2009 as
the borrower is in distress. What are the with a bow tie”. The harsh reality is that the “asset class” was once again in
key determinants in distinguishing an any senior secured facility is only pro- vogue and pricing moved almost indis-
attractive high yield bank debt invest- tected by the value of the collateral and criminately upwards. Now, as many
ment from a potentially problematic the cash flow of the underlying busi- bank debt names are back to their pre-
distressed situation? Given the crisis levels (somewhat shock-
strong returns in this area of the ingly given lower LIBOR lev-
market in 2009, to what extent els), one has to be selective and
has the easy money been made? not buy the “asset class”. We
focus on individual capital
Cohen: We have been active structures and buy bank debt or
participants in this layer of the bonds that are fundamentally
capital structure as the most recent appealing based on the specific
LBO cycle of 2004-07 layered credit. If you dig hard enough
unprecedented amounts of and have a broad enough
secured debt on corporate balance opportunity set as we do, there
sheets, often leaving little value are plenty of interesting oppor-
below the banks when things go tunities.
badly. We do not regard bank debt
Rauch: Given the large
as a separate asset class. Rather,
investment inflows into corpo-
we believe that each analysis must
rate bonds since early 2009,
entail a thorough examination of
there remain few, if any, attrac-
all layers of a company’s capital
tive investment opportunities in
structure to determine the pivotal
secured bank debt. Although we
layer where an investor can realize Howard Golden and Kevin Wyman do not consider secured bank
the highest risk-adjusted return. Southpaw Asset Management, L.P. debt in the US as a particularly
Therefore, we only find value “Clearly, there was easy money made in 2009 as the risky investment from a proce-
even at this uppermost layer of a ‘asset class’ was once again in vogue and pricing dural or legal point of view,
capital structure if the price we are there are still risks of returns
moved almost indiscriminately upwards.”
paying offers a significant enough being limited due to competi-
discount to our assessment of a tion for secondary market paper
company’s enterprise value to provide ness, regardless of how much was bor- or from extended restructuring periods
us with a sufficient return. Depending on rowed. For the last few years, we have due to the complexities of capital struc-
specific risks, we generally target returns been amazed at how many in the market ture. Also, with leverage in many deals
of at least 20% when entering any dis- have misunderstood this important fact reaching 7-9x EBITDA at the end of the
tressed investment. We are also finding and filled portfolios with secured bank cycle, there is the potential for far less
attractive liquidation opportunities debt, because of the perceived safety in cushion under the senior secured debt in
where companies are paying down sen- the label, only to be surprised when the the capital structure and the potential
ior debt fairly quickly with proceeds of music stops and substantial losses for deficiency claims in more extreme
asset sales and receivables collections. In result. When we look at this type of cases, especially where the value of col-
some of these cases we may accept lower investment opportunity, we focus on lateral may have been eroded. In emerg-
returns because of the clarity of the asset downside protection and collateral ing markets, we usually do not attach
values and paydowns. value. Our ability to access the collateral much value to secured claims relative to
Golden/Wyman: Unfortunately, sen- and, if required, monetize it is an impor- unsecured claims. At best, secured
ior secured bank debt is just a phrase tant element of this analysis. Strong, sta- claims provide you with better negotiat-
that describes a type of bank debt facility. ble earnings, operational soundness, ing leverage in restructuring situations.
While the label conjures up feelings of and the quality of the management team The bankruptcy regimes in many emerg-
security, it does not by any stretch of the are also major factors. When reviewing ing markets rarely fully recognize the

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rights of secured creditors. In the few day you could hedge out some of your few mechanisms to truly hedge expo-
instances that they do, debtors often use exposure with a clearly subordinated sures. The credit default swaps (CDS)
legal tactics to delay foreclosure or liqui- piece of the capital structure, the next market has actually introduced new
dation for a long time. As a result, a key day there is a rights offering proposed by complexities as companies enter bank-
factor in our investment vetting process that group and you get caught in a short ruptcy proceedings. In emerging mar-
is the jurisdiction of the issuer or the squeeze. In addition, the long side of kets, there are limited opportunities to
security. There are countries that are still your holding can actually go down in directly hedge a distressed investment
developing their bankruptcy laws, such this case, as many times an equity com- through derivatives, equities, or struc-
as the UAE, and others that have an ponent is part of the current trading val- tured instruments. However, a key busi-
unfavorable track record in recognizing uation, and that component is now ness risk for many emerging markets
secured claims by foreigners, such as removed due to the rights offering. One corporates is country risk, which one can
Indonesia. also wants to be careful hedging bank- hedge with sovereign CDS. In the past,
ruptcy positions by shorting securities of many companies have defaulted on their
Q : In distressed situations where
bankruptcy is not imminent, equi-
ties, derivatives or other portions of the
bonds due to sudden devaluations,
nationalizations, or local financial crises.
capital structure may be feasible for Our investment experience has taught us
hedging positions. Given that bank- that it is prudent to hedge the country
ruptcy workouts naturally result in a risk in our emerging market invest-
complete reconfiguration of a compa- ments.
ny’s capital structure, discuss any
viable means for hedging positions in
a typical bankruptcy workout. Explain
Q : Post-reorganization equities rep-
resent an attractive investment
opportunity set, albeit at in increased
any current or prospective legislation
level of risk. What are the key factors to
that may further challenge this task.
evaluate in a restructuring that may
Cohen: Typically, we do not get have a significant bearing on the suc-
involved in hedging risk in a specific sit- cess or failure of a post-reorganization
uation with other securities related to equity investment? To what extent do
the same company. These so-called capi- post-reorganization equities correlate
tal structure arbs can dramatically limit with other segments of the equity mar-
the upside of a trade one has worked ket? How active are the derivatives
very hard to get right. We are mostly sat- markets and short interest for post reor-
Robert L. Rauch
isfied to place purely directional bets on ganization equities?
Gramercy Advisors LLC.
a single name while perhaps hedging
“In emerging markets, there are limited Cohen: As we said earlier, we think
out industry risk by shorting securities
opportunities to directly hedge a distressed post-reorg equity plays represent some
of a company in the same sector with
investment through derivatives, equities, of the best opportunities in today’s dis-
negative fundamental catalysts. Where
or structured investments. However, a key tressed universe. Generally, these types
we like a company and its industry sec-
business risk for many emerging markets of securities tend to trade pre-reorg at
tor, we seldom hedge. Cap structure
corporates is country risk...” significant discounts of public market
trades become interesting to us in more
comps. Depending on the size of the
complicated capital structures where we
a non-bankrupt competitor or shorting a company and liquidity of the back-end
might recognized the potential for a sen-
commodity that the bankrupt company equity, we expect much of this gap to
ior security to appreciate to the detri-
produces. We believe these hedges often close fairly quickly once the equity
ment of a more junior security. In these
begins to trade freely. However, with lit-
cases, we actually seek to generate posi- give a false sense of security. For exam-
tle followed companies with smaller
tive returns from both the long and the ple, many bankrupt companies will
capitalizations, it may take much longer
short positions. remain undervalued for some time due
to realize a full valuation. As well, cer-
Golden/Wyman: Hedging a position to a lack of sell side coverage. As a result,
tain backend equities may remain stig-
in a bankruptcy investment in today’s one may not see any correlation to a non-
matized for quite some time depending
environment has become very difficult. bankrupt competitor or an underlying
on all the aspects of their bankruptcies:
As markets continue to move upwards, commodity which opens up the possibil-
Was fraud involved? How did manage-
lower and lower parts of the capital ity of a lose-lose situation rather than an
ment conduct itself up to and through
structure compete on valuation and effective hedge.
the process? Who were the equity spon-
rights offering plans. The problem Rauch: In the US and Europe, the sors and are they still involved? How
caused by this dynamic is that while one markets are quite efficient and there are does the restructured balance sheet and

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the company’s liquidity compare to the Rauch: Marquis Research recently of their portfolio companies to protect
public comps, etc.? On the positive side, reported that, in the current default their interests. In these cases, identifying
equity analysts are eager to pick up new cycle, the median return for 18 post-reor- fulcrum securities with highest return
names trading at a discount in their sec- ganization stocks they followed was potential may have more to do with
tors, and this positive coverage for larger 35%, which actually tracks the overall understanding the underlying interests
cap names will generally succeed in clos- market reasonably well. However, these of all the players than with investing
ing the private/public valuation gap returns ranged from 3540% to -38%, thus solely on fundamental value.
rather quickly. illustrating the risks involved. Our view Golden/Wyman: Private distressed
is that performance will be driven by situations can offer superior risk-reward
Golden/Wyman: Post reorganization
usual factors, such as the overall market, opportunities to public situations, prima-
equities are like any other investment,
point in the industry cycle, and the idio- rily due to less competition and the
their attractiveness is predominantly
syncratic attributes of the company itself, resulting price inefficiency. Within the
determined by the valuation at which
in addition to technical factors relating to definition of privates, however, there are
the opportunity is created. Generally we
the trading strategies of the new share- different types of investments. Some are
are involved in post-reorganization equi-
holders. In emerging markets, equity still syndicated and traded among a
ties created through pre-restructuring components are usually not sought by
debt holdings. From a process stand- smaller group of parties. Others are more
most creditors, given that it becomes akin to private equity with few holders
point, we tend to get active either on an very difficult to displace controlling
official or ad hoc committee basis and (or even just one), thus severely limiting
shareholders, and public float is usually liquidity. We have historically not partic-
are involved in every aspect of the very limited making it difficult to mone- ipated in many situations that mirror pri-
restructuring including reformulating tize. As a result, it is common for credi- vate equity, as the risk-reward dynamic
the board of directors. The success of tors to let the controlling shareholder and total lack of liquidity have often
companies coming out of a restructuring retain its equity ownership in exchange made the situation less attractive than
is not merely a function of its business for liens on the company assets or other others we pursue. The private situations
prospects or the economy as a whole. In debt enhancements. that we do participate in are either capi-
our view, management plays perhaps the
most significant role. As a result, it is
important for us to have an open dia-
Q : Public companies generally gar-
ner the most press when it comes
to notable default and bankruptcy
tal structures that are bank debt domi-
nant (no public securities) or public com-
panies that go through a bankruptcy
logue with management. It greatly activity. Privately held entities, howev- process and stay private upon emer-
enhances our analysis and the trans- er, have not been immune to the histori- gence. In either case, they are traded
parency of the investment. The post- cally high levels of default and bank- actively by brokers. The private restruc-
reorganization capital structure, specifi- ruptcy activity over the past 18 months. turing process is often similar to more
cally how much debt the company is left To what extent are private distressed public situations, maybe even easier or
with after the restructuring, is also vital. situations an attractive opportunity set faster given the smaller number of par-
Most of the companies we stay involved for hedge funds? How does the liquidi- ties involved. This increased efficiency
with have dramatically reduced their ty profile of these situations differ from can result in lower restructuring costs,
debt load to a level that allows the com- their public counterparts? Compare and thus preserving more value for the inter-
pany substantial time for a business contrast the exit strategies between typ- ested parties rather than the outside pro-
rebound. Many companies unfortunately ical public and private distressed and fessionals.
are burdened with very expensive bankruptcy situations. Rauch: The large monetary inflows
financing that strangles cash flow and into most asset classes and subsequent
Cohen: All things equal, private com-
puts stress on operations immediately pany bankruptcies should trade at contraction in yields have led many
upon emergence from a restructuring. greater discounts than their public coun- hedge funds to seek higher returns in the
From a valuation standpoint, we create terparts, providing greater upside oppor- private markets. Distressed debt of pri-
our investment at what we believe is a tunities. Given the generally high lever- vate companies usually trades at a dis-
compelling discount to intrinsic value. age through all the layers of debt securi- count to that of public companies, as
We stay extremely disciplined on a sale ties in distressed credits, it is rare for the these tend to be more illiquid and have
of post reorganization securities once the equity tranche to retain anything more lower financial disclosure requirements.
market pays us for this discount. We like than nuisance value in either the public Monetizing private equity takes a far
to call this the easy money. We let others or private cases, so the analysis of these more strategic approach, although a
make the more difficult money that situations is very similar. Private compa- number of funds pursue an activist
comes with betting on an overall rising nies may also present greater complexity strategy of investing in defaulted debt in
equity market, multiple expansion, or when the equity sponsors accumulate order to get a significant control stake in
M&A activity. large interests in certain tranches of debt private equity.

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intimate knowledge of the bankruptcy debt outstanding is due in the next three
Q : So much attention has been
focused on the US economy and
the default and distressed situations in
code and process, a unique network of
bankruptcy lawyers and restructuring
years. A reversal in global monetary pol-
icy will impair the ability to refinance
the US. Globally, however, a number of advisors built over our combined 40 for many of these issuers. We expect
governments and companies within years in the business, and long-standing emerging market defaults to reach as
certain markets have also experienced relationships with US based sell-side much as $212 billion, or 25% of the debt
distress. Please discuss the opportunity shops to source product. Simply put, we maturing in the next three years.
set outside of the US for distressed play to our strengths, and our strengths
are here in the US. Investing in emerging markets
investing. Which sovereign debt situa-
defaulted debt is far less predictable
tions are most attractive and why? Rauch: In the case of emerging mar-
than getting involved in the debt of a
Which markets have the most attractive kets, the majority of defaults and dis-
company going through Chapter 11.
corporate distressed situations? tressed situations to-date were driven by
Most restructurings occur out-of-court,
Discuss the risk-reward tradeoff in financial market volatility and its impact
which means that creditors don’t get
emerging market distressed situations. on currencies and commodity prices,
rather than high leverage, and by the what they deserve but only what they
Cohen: We invest preponderantly in negotiate. Understanding of the process
limited ability for high-yield issuers to
North American companies with some risk – the objectives of the controlling
obtain a refinancing of maturities.
flexibility to invest in developed coun- stakeholders, the nature of the creditors,
Today, the pipeline of opportunities for
tries. We do not invest at all in emerging legal and other negotiating leverage – is
distressed investing in emerging mar-
markets. essential as creditors develop their
kets remains very attractive. On the sov-
Golden/Wyman: We are primarily a ereign side, we recently completed the recovery strategies. These complexities,
US focused fund and have only partici- restructuring of Cote d’Ivoire, and the and the need to understand the laws
pated in the sovereign market through Argentine authorities just announced and business culture across many bor-
CDS as a way to provide macroeconom- that they were launching a debt ders, discourage most investors from
ic protection to the long side of the port- exchange offer to restructure the US$20 participating in these markets. As there
folio. We will likely benefit from the billion of their debt that is still in is limited competition for debt in the
problems overseas as investment dollars default. Despite the healthier balance secondary market, a dedicated investor
move from those areas into the more sta- sheets of emerging market corporates vs with the proper expertise and experi-
ble US capital markets providing contin- developed world counterparts, these are ence can invest at extremely attractive
ued positive momentum both for new still highly dependent on availability of levels and achieve outsized returns. ◊
issues and existing securities. We believe capital flows from foreign markets.
in order to be a successful distressed Emerging markets issuers face a signifi- The organization of this roundtable was
investor you need to have a deep expert- cant amount of debt that needs to refi- assisted by Jeffrey F. Kuchta, CFA, a
ise in your particular market. Our focus nanced in the near term. ING estimates consultant with Strategic Capital
and edge is in the US where we have that 33% of the total emerging market Investment Advisors.

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