Believes That Shareholders Will Read Written
Correspondence and Recognize the Current Board is Entrenched and
Refused Potential Bona Fide Suitor
Notes Turtle Beach Alleges Donerail Has Made
“Omissions” Regarding Engagement, So Donerail Is Compelled to
Release Emails and Private Letter to Correct the Record
Reinforces That Change is Badly Needed and
Urges Shareholders to Vote the WHITE Proxy Card TODAY to Elect Donerail’s Full Slate of Highly
Qualified Directors
The Donerail Group LP (together with its affiliates, "Donerail,"
"we" or "us"), one of the largest shareholders of Turtle Beach
Corporation (NASDAQ: HEAR) ("Turtle Beach" or the "Company") and,
who together with the other participants in its solicitation,
beneficially owns approximately 8.5% of the outstanding shares of
Turtle Beach, released the following letter to shareholders
today:
***
Dear Fellow Shareholders,
Today is an important day for all Turtle Beach stakeholders, as
it marks the first day that shareholders have the opportunity to
vote for sorely needed boardroom change at the 2022 Annual Meeting
of Shareholders (the “Annual Meeting”). We believe that your vote
will have a profound impact on Turtle Beach and your investment in
the Company. After years of abysmal governance, dismal capital
allocation and poor share price performance, time is of the
essence.
When the current CEO, Juergen Stark, took the helm over eight
years ago, Turtle Beach was already the dominant market leader in
its primary category, with best-in-class profitability. But since
Mr. Stark took the job, the Company’s performance has suffered
across every major metric. We contend the Company has failed
operationally, failed strategically and failed for
shareholders:
- The Company’s total shareholder return (TSR) has
underperformed its own industry peer set by more than 200% and
shares have declined by over 65% in aggregate1
- EBITDA margin, a widely regarded metric for corporate
profitability, has been cut in half2
- Revenue growth has slowed to 0% at the midpoint of the guided
annual range3
- The Company has written down more than $100 million of
Stark-led investment initiatives4
We believe that shareholders should have no doubt: the current
leadership team has failed shareholders, and the current Board has
simply not held management accountable. The
Board needs a full reset with highly qualified directors who are
committed to ensuring the best interests of shareholders are
paramount at Turtle Beach.
In addition to the critical function of selecting Company
leadership, Turtle Beach’s Board is also responsible for engaging
with bona fide potential acquirors of the Company to explore
whether immediate, certain, and attractive risk-adjusted value can
be achieved for shareholders.
We believe that there are multiple parties
that would be willing to acquire Turtle Beach at an attractive
premium but based on our experience trying to meaningfully engage
with the Board regarding our premium all-cash offers, we are highly
concerned that the Board has failed to fully explore third party
acquisition overtures in a manner fitting of a public
company.
As has been reported publicly, we have historically made
attempts to acquire the entirety of Turtle Beach, and while we
believe that we put our best foot forward to engage with the Board
and the Company’s advisors to finalize our offer, the Company has
stated that we have made “repeated misstatements and omissions”
regarding our acquisition attempts of the Company.
Rather than attempt to address each of the Board’s misstatements
about us, we believe that shareholders deserve the right to judge
for themselves who has been misstating the record.
As such, we are including with this press release the following
correspondences with Turtle Beach:
- A private letter that we sent to a subset of the Board in
August 2021 that comprehensively details our efforts to acquire the
Company over the summer of 2021; and
- Emails that we sent to the Company and its representatives this
past winter in which we requested to sign an NDA to receive
confidential information.
We encourage all shareholders to read these emails and assess
for yourselves if i) we attempted to put our best foot forward; ii)
if you, as a shareholder, would have wanted the Board to engage
with us in a constructive fashion; and iii) if this is the Board
that you want to be watching out for your interests.
If, after reading these emails, it is
not yet clear that the current Board is highly conflicted and
entrenched, we would encourage you to pay special attention to the
information that we will be releasing in the coming weeks. We
believe that by the Annual Meeting on June 7, it will be
overwhelmingly evident that the current Board has lost its way and
must be replaced to end the status quo of extremely poor governance
and massive underperformance.
As one of the largest shareholders of the Company, we have
partnered up with another large shareholder of Turtle Beach, SCW
Capital Management, to recruit leading executives to replace the
current members of the Board.
Such candidates represent the best and brightest in their fields
and have historical experience in video game operations, marketing,
brand-building, capital allocation and M&A. Importantly, each prospective member of the Board brings
a commitment to integrity and transparency. Please feel free
to learn more about each of our nominees to the Board at
www.ResetTurtleBeach.com.
Today is the day to vote for change, and we encourage you to do
so immediately herein:
We urge you to vote the WHITE proxy card to send the message to Turtle
Beach Corporation’s leadership and Board that shareholders deserve
better. Vote the WHITE proxy
card TODAY to support a superior slate of highly qualified
individuals, who will be better stewards of your investment. Please
vote each and every WHITE proxy
card you receive, as you may own shares in more than one account.
If you voted a Blue card from Turtle Beach, you have every right to
change your vote by voting on the enclosed WHITE proxy card. Only your latest dated vote
counts.
Sincerely,
William Z. Wyatt Managing Partner The Donerail Group
The emails below include the more notable interactions between
Donerail, the Company, and its representatives regarding Donerail’s
December 2021 acquisition offer for the Company. The following
emails below have been presented in sequential order and are
unedited, except for the redaction of certain identifying details,
where appropriate. Emphasis our own.
From: Wyatt, William Sent: Thursday, December 23,
2021 2:38 PM To: Hung, Yie-Hsin Cc: [REDACTED]
Subject: RE: Donerail: NB LOI to Acquire Turtle Beach
Yie-Hsin,
As we have committed to do, please find attached an NDA for your
counsel’s review. Executing this NDA will allow us to progress in
our acquisition efforts to acquire the Company at an attractive
price for all shareholders.
To show a sign of good faith, we chose to take the Turtle Beach
NDA template that you have previously provided us and edit it
appropriately. To expedite matters and minimize unproductive
back-and-forth, we have requested Olshan to revise your document in
accordance with precedent NDAs that Olshan has seen whereby a
shareholder is interested in both i) potentially acquiring the
company; and ii) keen to reserve the right to nominate directors at
an upcoming annual meeting. They have done so.
Nothing in this document should be out of the ordinary, and if
you have any questions, [REDACTED] should feel free to direct to
them to [REDACTED].
In response to Mr. Song’s additional requests found in his
December 20 email, please note that we are willing to provide you
with all the information requested: additional relevant financing
details, contact information of financing partners, operating
partner rosters, consultants on retainer, due diligence requests,
and any other information that you deem pertinent, but we can only
provide such information when this NDA has been signed by both
parties.
Unfortunately, the Company’s proven willingness to publish
select information that we have provided – in a presumed effort to
discredit our offer – has now limited the amount of information
that we can provide to you ahead of an NDA being signed. I’m sure
you understand. In the spirit of being productive and answering a
question where we can, however, we are willing to detail that our
expected diligence period for operational matters will be less than
30 days.
Lastly, as it relates to our revised offer, we admit that we do
find ourselves in a highly regrettable position. As you know, we
have not been supportive of certain actions of this Board and its
representatives since we began engagement. This earned distrust of
the Board married with the clear recognition that your largest
shareholders have reported confusion about actions you are (or
aren’t) taking to optimize shareholder value mandates that we
require public clarity before allocating the meaningful time,
energy and resources in our effort to acquire the Company.
This Board publicly announcing that a transparent and robust
Strategic Review process is underway is the only thing that will
afford us the confidence to enter into this NDA with you and to
negotiate a transaction in good faith.
Our revised offer price stands at a 51% premium to the closing
price of the shares on December 14th, the day prior to news of our
continued interest in acquiring the Company.
Since that news, Turtle Beach shares have rallied over 12%.
Shareholders are sending you and this Board a clear message that
the Company should publicly announce a Strategic Review process and
engage with us as quickly as possible on our revised offer.
We are standing by to expeditiously move forward subject to the
above, and our entire team has allocated the time to work over the
holidays to quickly complete diligence, negotiate and announce a
transaction.
Will
***
From: Wyatt, William Sent: Wednesday, December 29, 2021 3:02 AM
To: Hung, Yie-Hsin Cc: [REDACTED]
Subject: Re: Donerail: NB LOI to Acquire Turtle Beach
Circling back on the below request.
As noted, we are keen to enter the data room, we believe time is
of the essence, and we are anxiously awaiting the opportunity to
finalize our diligence and negotiate and announce a
transaction.
We continue to stand by - please let us know if anything is
requested from us.
Will
***
From: Song, Steve Sent: Wednesday, December 29, 2021 7:24 AM To:
Wyatt, William Cc: [REDACTED]
Subject: RE: Donerail: NB LOI to Acquire Turtle Beach
Will,
The Board of Turtle Beach has asked BofA Securities to follow up
again regarding your proposal. In order for the Board to assess
your proposal, please provide BofA Securities with the following
information:
- Additional details of your financing plan to acquire the
Company, including a breakdown of expected sources of funds that
would be dedicated towards an acquisition of the Company and their
amounts, that in the aggregate, provide sufficient funding for the
equity purchase price of the proposal (a customary sources and uses
table). Please attach any unredacted documentation that provide
support of such financing plan.
- The identities and contact information of the parties providing
each component of financing, so that the financing plan as laid out
above can be verified.
- Proposed timeline (that further describes “as promptly as
practicable”) to complete your due diligence and to consummate a
transaction, including a description of any material conditions
affecting your timing.
- An unredacted request list you need to complete your due
diligence, that provides further detail behind the high-level
topics that were listed in the proposal.
- The resources (including any external consultants and advisors)
you are planning to utilize as part of your due diligence, if any,
beyond the legal counsel information provided in the proposal
letter.
- A description of any other contingencies that may impact
Donerail’s ability and/or willingness to continue dialogue with the
Company as an acquirer and consummate the acquisition according to
the terms laid out in your proposal
Best regards,
BofA Team
***
From: Wyatt, William Sent: Wednesday, December 29, 2021 10:38 AM
To: Song, Steve Cc: [REDACTED]
Subject: Re: Donerail: NB LOI to Acquire Turtle Beach
Steve,
As I said in my email from December 23 to Yie-Hsin addressing
these same exact comments, we are prepared to provide you all the
information requested below, subject to the terms already
articulated, including the signing of an NDA.
We are forced to provide you this information only under an NDA
given the Board’s historic publishing of past information provided,
without receiving our consent. I’m sure you understand our
concerns.
As you know, in the signing an NDA, we are willingly
restricting ourselves in many uncomfortable ways. We do this to
highlight our desire to acquire the Company. Moreover, we offered
up a revised version of the Turtle Beach NDA, rather than sending
you our own draft, to both expedite engagement and create a clear
path forward to acquire the Company.
In your response this morning, you simply cut and pasted your
previous request, which is not productive. Are we to interpret this
action as a sign that you are unwilling to sign an NDA with us,
even though we can provide you this information immediately after
the signing of such NDA?
Thanks
Will
***
From: Song, Steve Sent: Wednesday, December 29, 2021 4:51 PM To:
Wyatt, William Cc: [REDACTED]
Subject: RE: Donerail: NB LOI to Acquire Turtle Beach
Will,
The Board continues to ask for BofA’s assistance in assessing
Donerail’s LOI. Per our previous emails to you on 12/20/21,
12/22/21 and 12/29/21, we kindly request that you provide the key
items that were laid out in our bid instructions letter but
excluded from your December 20 LOI so that we can work on
qualifying your offer.
Sincerely,
The BofA Team
***
From: Wyatt, William Date: Thursday, Dec 30, 2021, 1:17 PM To:
Song, Steve, Chan, Tony Cc: [REDACTED]
Subject: RE: Donerail: NB LOI to Acquire Turtle Beach
As you know, prior to your involvement Steve, we worked with one
of your colleagues, [REDACTED], on this exact exercise with his
colleague [REDACTED] and [REDACTED] had similar questions to the
ones you have recently posed in an effort to educate the Board
about our credibility, and we answered them all comprehensively and
completely.
In doing so, we introduced [REDACTED] to a number of our
potential financing partners, and we provided support
documentation. (You are aware of [REDACTED] efforts because one of
the financing documents that we presented to them was the redacted
document that you just chose to publish without our authorization.)
All information was presented in full to the Board months ago.
Following this process, we were informed that the Board had
approved our financing package as “credible” and “fundable” in a
multi-person conference call, and [REDACTED] requested that we
increase our offer from $36.50 per share alongside sending us
through an NDA to sign. As recently as October 22, in a discussion
with [REDACTED], he further indicated our financing had no question
marks and our bid was “actionable”.
As it stands now, you are requesting that we begin an entire
process anew.
Why do we need to do this? What has changed at the Board level
to suddenly require the Board to re-interrogate our ability as an
acquiror, only months after a banker on your team (that was much
more senior than you at Bank of America) had already vetted us as
an acquirer?
***
From: Steele, Robert - GCIB SF Sent: Sunday, January 2, 2022
4:01 PM To: Wyatt, William; Song, Steve; Chan, Tony Cc:
[REDACTED]
Subject: RE: Donerail: NB LOI to Acquire Turtle Beach
Will,
We want to clarify that in July 2021 we never stated your
financing was adequate, but instead communicated there was a
potential path to a transaction if you 1) meaningfully increased
your offer price after you received the information you indicated
was required to do so under an NDA, which was subsequently provided
to you, and then 2) provided additional information about your
financing sources in order to validate the fundability of your
offer. The Turtle Beach Board continues to ask for the information
that is missing from your LOI because Donerail has yet to provide
an overview of its financing plan sufficient for the Board to fully
evaluate your offer to acquire the Company. Your continued refusal
to furnish the missing information about your financing plan is
preventing BofA Securities from qualifying Donerail’s ability to
finance an acquisition of the Company, and is therefore preventing
the Board from verifying Donerail’s LOI as bonafide. BofA
Securities stands ready to assist the Board in evaluating your
financing plan and offer, and the Board encourages you to provide
the information requested, especially as the limited materials
previously provided are now almost 6 months old and we need a
current view of your financing plan.
To expedite the process of learning more about your financing
plan, BofA Securities will reach out directly to the contacts you
listed at [REDACTED] and the contacts you provided several months
ago at [REDACTED] to obtain information about Donerail’s sources of
equity and debt financing. Please let us know if [REDACTED] is no
longer your source of debt financing, or if there any other sources
of financing that we should contact.
The Board again requests that you provide the other items that
were previously requested:
* Proposed timeline (that further describes “as promptly as
practicable”) to complete your due diligence and to consummate a
transaction, including a description of any material conditions
affecting your timing.
* An unredacted request list you need to complete your due
diligence, that provides further detail behind the high-level
topics that were listed in the proposal.
* The resources (including any external consultants and
advisors) you are planning to utilize as part of your due
diligence, if any, beyond the legal counsel information provided in
the proposal letter.
* A description of any other contingencies that may impact
Donerail’s ability and/or willingness to continue dialogue with the
Company as an acquirer and consummate the acquisition according to
the terms laid out in your proposal.
Sincerely
The BofA Team
***
From: Wyatt, William Sent: Sunday, January 2, 2022 4:22 PM To:
Hung, Yie-Hsin Cc: [REDACTED]
Subject: Re: Donerail: NB LOI to Acquire Turtle Beach
Yie-Hsin,
The assertions that Rob has made in his email below are
categorically false, and in fact, we had multiple people on the
phone with [REDACTED] over the summer that would also confirm that
Rob is misrepresenting the communication from Bank of America over
the summer.
This is now the second time that he has lied in writing, with
evidentiary support against him, and his integrity and reputation
have been severely and irreparably damaged.
As such, we direct this to you.
For the third time, we will provide you any and all
information requested following the signing of an NDA. Please sign
the NDA, return it to us for signature, and we can move
forward.
Thank you.
***
From: Wyatt, William Sent: Wednesday, January 5, 2022 1:39 PM
To: Hung, Yie-Hsin Cc: [REDACTED]
Subject: RE: Donerail: NB LOI to Acquire Turtle Beach
Yie-Hsin –
This email is a follow-up to the email that I sent three days
ago that you have yet to respond to.
We have become aware that your financial representatives at Bank
of America have, without asking our approval, begun reaching out to
certain investment partners of ours to meet. Proactively contacting
financing partners without receiving consent to do so is yet
another highly atypical action that this Board and its
representatives have taken as it relates to our proposal to acquire
the Company.
I’m happy to note that should you have requested our consent to
contact any investment partner of ours, we would have gladly
assessed such a request in good faith, as we have done in the past.
(In fact, as you know, over the summer when your advisors requested
to speak with certain parties, we agreed to that request and
actually arranged the meetings ourselves.)
That notwithstanding, it is my regret to inform you that
given this Board’s historical decision to release private
information to the public without the consent of us or our
financing partners, as you and the balance of this Board chose to
do with the release of a redacted co-investment document that was
previously provided to you, neither of the two parties that you
have contacted thus far have a desire to speak to you or your
advisors without an NDA in place.
It is a shame that, as we have shown in the past, such
conversations were once readily available, but the recent decisions
made by you and the other Board members have engendered such a
gross distrust in the marketplace that an NDA is needed to have any
type of conversation.
As such, we’ll now request for the fourth time: please sign
the NDA, return it to us for signature, and we can move
forward.
Thank you.
***
From: Chan, Tony Sent: Sunday, January 9, 2022 7:05 PM To:
Wyatt, William Cc: [REDACTED]
Subject: RE: Donerail: NB LOI to Acquire Turtle Beach
Mr. Wyatt,
Please see attached on behalf of the Board. BofA Securities
noted in its email to you on January 2nd that it would be reaching
out to contacts you had previously provided to obtain additional
information about your financing package, including an individual
listed in the “Contacts” section of the most recent LOI, which
specifically stated that he (as a signatory) would “be pleased to
provide further detail or answer any questions you may have
regarding [the] Proposal”. It would also be customary for a
company’s financial advisers to seek to learn more about a
potential purchaser’s financing sources and the bid process letter
that you have been sent a number of times specifically stated that
BofA would do so. The Company had previously noted that it would be
happy to provide assurances that it would not release any
confidential materials included in your financing package. Based on
your most recent email, we assume that was not sufficient, so I
have attached an NDA that should address your stated concern and
allow BofA to obtain the information requested and have discussions
with your financing sources in order to evaluate your financing
package. Please sign and return a copy at your earliest
convenience.
Best regards,
Tony
***
From: Wyatt, William Sent: Monday, January 10, 2022 10:04 AM To:
Hung, Yie-Hsin Cc: [REDACTED]
Subject: RE: Donerail: NB LOI to Acquire Turtle Beach
Yie-Hsin –
We have received the Board’s (re-iterated) request to exclude
the Board from i) any communication regarding our proposal; ii)
from any communication regarding our legal concerns; and iii) from
any communication regarding any “other matter”.
It is now noted that Bill Keitel has requested that the Board
not be communicated with at all about any shareholder matter
whatsoever. Unfortunately, we will not be able to honor that
request, and frankly, we think such a request is ridiculous.
First and foremost, we believe that it is the Board’s duty to
serve shareholders and that it is categorically inappropriate to
request that all communication from a large shareholder be
outsourced to personnel outside the Company. Engaging with
shareholders to protect their interests in extreme circumstances
is, quite frankly, part of the exact work that you are paid (quite
handsomely) to do.
Secondly, as we have mentioned before, given the evidence that
exists that the Company’s own representatives are, at times,
intentionally misrepresenting key facts to you and the rest of the
Board regarding our involvement and our intentions – a matter that
is being handled separately – we have no choice but to continue to
direct communication to you in an effort to ensure full
transparency, expediency and Board accountability. I’m sure you
understand.
Separately, upon receiving Tony’s email yesterday, we were
quickly able to consult and assess your counsel’s revised
prospective path forward. After we reviewed, we do suggest
reverting focus back on the signing of the prior NDA that the Board
of Turtle Beach has already provided to us to sign (and has begun
to negotiate).
That NDA, as you know, was provided by Bank of America after our
financing structure and package was deemed “credible” and
“fundable” by one of the most senior bankers at the bank, after his
team’s review. As you know, upon receiving that NDA from the Turtle
Beach Board, we spent the time and energy to review it with our
legal team, assessed precedent language to ensure we were inserting
appropriate and on-market clauses, and while the signing of that
NDA would create meaningful restrictions for us as shareholders, we
find it to be far more comprehensive in nature and constructive to
our bidding effort than the one paragraph document that your
counsel sent through last night.
We’d choose to pursue that path.
To be sure, while the truncated document that was sent through
yesterday was straight-forward enough, it appears that in the
creation of this new, one-paragraph partial confidentiality
agreement, your counsel missed precisely the concern that had our
financing partners and us worried in the first place: there exists
meaningful doubt that this Board is willing to allow Donerail
access to the information that it needs to consummate a
transaction, and breaking apart the NDA that Turtle Beach has
already provided us into various smaller components, each to be
negotiated, only serves to send a more profound signal that this
Board is attempting to stall Donerail’s efforts to acquire the
Company and that Donerail is not welcome in its bidding
efforts.
Said differently, the very fact that you would seek to break
apart the NDA into smaller, individually negotiated documents to
execute at various times, only heightens the level of concern that
we – and our financing partners – should have regarding this
Board’s intentions.
As such, we’ll ask for a fifth time: please sign the NDA that
you have previously provided to us – and that we have sent back to
you. I have reattached it here for your convenience.
Lastly, I would be remiss not to ensure that we highlight a very
important matter that seems to be missed by you and the balance of
the Board.
Signing an NDA with us to allow us access to confidential
information in an effort to solidify our financing is something
that, we believe, the vast majority of Turtle Beach shareholders
would encourage you and this Board to do.
While our business model is unique, we do not believe that
Turtle Beach shareholders would view a constructive engagement with
us, one of your largest shareholders, to sell us the Company at an
attractive price would be viewed as a waste of time or energy of
this Board. In fact, we believe that engaging with any bona fide
buyer to sell the Company at an attractive price is precisely what
this Board is tasked with doing.
Further, while you have information regarding the financial
wherewithal of [REDACTED], please note the below investment firms
that are current fee-paying clients of ours or have contractual
commitments to us and have expressed a desire to partner with us on
transactions exactly like the one contemplated by our proposal.
This should further detail our proximity to large pools of capital.
As we have stated before, we are willing to provide you with all
contact details for these parties upon the signing of this NDA.
- Alternative Investment Firm: $8 billion of assets with a long
history in co-investments
- Single Family Office: >$5 billion of assets with a long
history in co-investments
- Large Asset Manager: >$100 billion of assets with a long
history in co-investments
- Large Asset Manager: >$100 billion of assets with a long
history in co-investments
We believe that if shareholders were aware of this information,
as you are, that this Board would be encouraged to take all steps
necessary to provide us with the information needed to cement our
financing and proposal. It is simply impractical to say that we do
not have the appropriate access to the capital needed to consummate
this transaction.
Again, we encourage you to sign the NDA and allow us access as
expeditiously as possible.
Sincere thanks,
Will
Nb – do you mind providing us with Kelly Thompson’s email
address? We do not have it, and it’s critical to ensure that she
has transparency and accountability to this dialogue, as well.
Please forward this email to her. Thanks!
[End]
Despite the five separate, explicit requests by Donerail to have
a comprehensive NDA be signed, no NDA was ever executed.
We urge you to vote the WHITE proxy card to send the message to Turtle
Beach Corporation’s leadership and Board that shareholders deserve
better. Vote the WHITE proxy
card TODAY to support a superior slate of highly qualified
individuals, who will be better stewards of your investment. Please
vote each and every WHITE proxy
card you receive, as you may own shares in more than one account.
If you voted a Blue card from Turtle Beach, you have every right to
change your vote by voting on the enclosed WHITE proxy card. Only your latest dated vote
counts.
About Donerail
The Donerail Group LP is a Los Angeles-based investment adviser
that employs a value-oriented investment lens focusing on special
situations and event driven investments.
1 Per Bloomberg. Proxy peer group includes 2021 Peer Group
companies listed in Company’s 2022 proxy statement that were public
when Parametric Sound completed its merger with Turtle Beach 2 Per
the Company’s March 2, 2022 press release guiding to 9% - 11%
EBITDA margins for 2022, compared to Turtle Beach’s 2012 EBITDA
margins of over 22%, per the Company’s September 26, 2013 investor
presentation 3 Per the Company’s March 2, 2022 press release 4 Per
the Company’s 2016 10-K related to its HyperSound business.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220429005172/en/
For Media: Longacre Square Partners Greg Marose / Ashley
Areopagita, 646-386-0091 gmarose@longacresquare.com /
aareopagita@longacresquare.com
For Investors: Saratoga Proxy Consulting LLC John
Ferguson / Joe Mills, 212-257-1311 jferguson@saratogaproxy.com /
jmills@saratogaproxy.com
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