Typically, the investor in a mandatory unit structure receives quarterly payments comprising both (a) interest on the debt instrument and (b) contract payments on the variable share forward delivery agreement. See. Since the holder of the warrant is not an input into a fixed for fixed pricing model, this warrant would not be indexed to a companys own stock and should be reported as a liability at fair value with changes in fair value recorded in current earnings. In some warrant agreements, the inputs used to calculate the net settlement amount (i.e., shares to be delivered) may be different depending on if the warrant is held by the founder/sponsor or if it is held by a third party. A warrant to participate in a future equity offering is typically issued to a debt or equity investor. Your go-to resource for timely and relevant accounting, auditing, reporting and business insights. Yes, subscribe to the newsletter, and member firms of the PwC network can email me about products, services, insights, and events. The repurchase price amount allocated to the debt instrument should be used to calculate any gain or loss on debt extinguishment. 2021-01: Domestic SPAC mergers - financial reporting and accounting considerations. warrants to acquire Class A shares at a strike price of $11.50. For example, using the terms in Example FG 8-4: The contract payment liability discussed in. In a forward sale contract, the investor is obligated to buy (and the reporting entity is obligated to sell) a specified number of the reporting entitys shares at a specified date and price. Typically, the terms of the debt instrument issued as part of a mandatory unit structure include: The number of shares issued under the variable share forward delivery agreement will depend on the price of the underlying stock at the end of the contract. All rights reserved. There is no loss recognized when a common equity instrument is retired provided the issuer does not convey additional rights and privileges that require recognition of income or expense, A gain or loss on extinguishment equal to the difference between (1) the consideration paid plus the fair value of theequity-classifiedvariable share forward delivery agreement and (2) the carrying value of the debt instrument; see, The portion of the repurchase price attributable to theequity-classifiedvariable share forward delivery agreement (i.e., its fair value used in calculating the gain or loss on extinguishment) is recorded as an increase in additional paid-in capital, 8.4 Accounting for freestanding instruments issued together. If the investors creditors have access to the escrowed cash in the event of the investors bankruptcy, the cash held in escrow should not be recorded on the issuers balance sheet and the common stock should not be recorded until the escrowed cash is legally transferred to the issuer and the shares are delivered to the investor. 2020-06DebtDebt with Conversion and Other Options (Subtopic 470-20) and Derivatives and HedgingContracts in Entity's Own Equity (Subtopic 815-40)Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, Accounting for convertible instruments and own equity contracts, 6.6A Convertible debt with a cash conversion featurebefore adoption of ASU 2020-06, 5.2 Analysis of an equity-linked instrument, 5.3 Determine whether an instrument is freestanding or embedded, Implementation Guidance and Illustrations, 5.6 Analysis of a freestanding equity-linked instrumentafter adoption of ASU 2020-06, 5.6A Analysis of a freestanding equity-linked instrumentbefore adoption of ASU 2020-06, 6.1 Chapter overview of convertible debt accountingafter adoption of ASU 2020-06, DebtDebt with Conversion and Other Options (Subtopic 470-20) and Derivatives and HedgingContracts in Entity's Own Equity (Subtopic 815-40)Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, Company name must be at least two characters long. Upon remarketing, the interest rate on the debt resets to FGs then current borrowing rate of 3.8%. Example FG 8-2 illustrates the model for allocating proceeds when equity classified warrants are issued in connection with a debt instrument. Entity D has an obligation to issue a number of shares that can vary; therefore, paragraph 480-10-25-14 may apply. Section 815-40-15 of Accounting Standards Codification ("ASC") Subtopic 815-40, Contracts in Entity's Own Equity, addresses equity versus liability treatment and classification of equity-linked financial instruments, including common stock purchase warrants, and states that a warrant may be classified as a component of equity only if, among . Three common reasons for issuing warrants are: 1. These materials were downloaded from PwC's Viewpoint (viewpoint.pwc.com) under license. If the share price is greater than $50 but equal to or less than $60, Entity D will issue $50 worth of fractional shares to Counterparty. . This content is copyright protected. Whether a BCF in a warrant to acquire convertible shares should be recognized when the warrant is issued or when the warrant is exercised (and the convertible shares are issued), depends on the classification of the warrant itself. PwC Glo b al Portfolio System(GPS), PwC ,, . Follow along as we demonstrate how to use the site. Please reach out to, Effective dates of FASB standards - non PBEs, Business combinations and noncontrolling interests, Equity method investments and joint ventures, IFRS and US GAAP: Similarities and differences, Insurance contracts for insurance entities (post ASU 2018-12), Insurance contracts for insurance entities (pre ASU 2018-12), Investments in debt and equity securities (pre ASU 2016-13), Loans and investments (post ASU 2016-13 and ASC 326), Revenue from contracts with customers (ASC 606), Transfers and servicing of financial assets, Compliance and Disclosure Interpretations (C&DIs), Securities Act and Exchange Act Industry Guides, Corporate Finance Disclosure Guidance Topics, Center for Audit Quality Meeting Highlights, Insurance contracts by insurance and reinsurance entities, 2021-01: Domestic SPAC mergers - financial reporting and accounting considerations, {{favoriteList.country}} {{favoriteList.content}}, in the event that the stock price of the company exceeds $18, the company can redeem the warrant for $0.01, and. The following is an example of a provision within warrants and the resulting application of the classified in stockholders equity guidance. Although this guidance is for debt instruments issued with warrants, preferred shares issued withequity-classifiedwarrants should be accounted for in a similar manner. This approach avoids the possibility of recording a day one gain or loss on the warrant which could arise if the allocation were made on a relative fair value basis. See. FG Corps common stock has a $1.00 par value. Warrants are frequently issued in connection with the formation and initial registered offerings of SPACs, but apparently there have been some problems with accounting for some of these warrants, or at least, so it appears from this Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs") from Acting The debt instrument is initially pledged to secure the investors obligation to pay the settlement price of the variable share forward delivery agreement. Early adoption is permitted. Updates to reflect guidance in the Issuer's accounting for certain modifications or exchanges of freestanding equity-classified written call options (ASU 2021-04). As a result, the company may obtain better terms on the bond or stock offering. In situations when the modification or exchange results in a value transfer to a second class of common stockholder, the reporting entity should consider whether the value transfer should be considered in applying the two-class method of EPS. Jim Brendel Partner January 10, 2012. There are three views in practice: View 1the issuer is prohibited from reclassifying the warrant; View 2the issuer . If common stock is sold using an escrow arrangement in which cash is deposited in an escrow account for the purchase of the shares, the issuer should determine who owns the escrow account in the event of the investors bankruptcy. In our experience, there are a number of features in warrants that are issued to the founders/sponsors of the SPAC that may cause changes in how the warrants settlement amount is calculated in the event the founder/sponsor transfers the warrant to a third party. The SEC staff has focused on the transparency and quality of . The fair values and amounts allocated to the debt instrument and warrants are shown in the following table. A reporting entity may issue multiple freestanding instruments in a bundled transaction. For example, when the company shares trade at $100 each, and the warrants are $10 each, more investors will exercise the right of a warrant, even if they lack enough capital to buy . When an entity enters into a financing transaction that includes items that can be legally detached and exercised separately, those items are separate freestanding . The accounting for such items often includes critical accounting estimates that require significant judgment. This warrant would not be considered indexed to a companys own stock. When estimating the fair value of common stock, an issuer should follow the guidance in, In addition, a reporting entity should consider the SEC staffs views on cheap stock. Cheap stock broadly refers to equity instruments, such as common stock, stock options, or equity classified warrants, that are issued shortly before an initial public offering date, at prices significantly below the initial public offering price. The portion of the proceeds so allocated to the warrants shall be accounted for as paid-in capital. Click here to extend your session to continue reading our licensed content, if not, you will be automatically logged off. Once you have viewed this piece of content, to ensure you can access the content most relevant to you, please confirm your territory. How should FG Corp record (1) the issuance of the mandatory units, (2) the periodic entries over the life of the instruments, (3) the remarketing of the debt security, (4) the maturity of the variable share forward delivery agreement, and (5) the maturity of the debt? Welcome to Viewpoint, the new platform that replaces Inform. Common stock should be recognized on its settlement date (i.e., the date the proceeds are received and the shares are issued). We use cookies to personalize content and to provide you with an improved user experience. Once you have viewed this piece of content, to ensure you can access the content most relevant to you, please confirm your territory. A reporting entity may issue freestanding instruments together to meet its financing objectives, meet its investors objectives, or for tax purposes. Warrants do not carry an obligation, though. FG Corp issues $1,000 of debt and 100 detachable warrants to purchase its common stock, in exchange for $1,000 in cash. At the remarketing date, the debt instrument is sold to new investors at par with a new interest rate equal to the then market rate for debt with the remaining term to maturity. The debt instrument must be sold for an amount at least equal to par, which is equal to the settlement price of the variable share forward delivery agreement. A warrant gives the holder the right to buy or sell shares of stock to or from the . Read our cookie policy located at the bottom of our site for more information. However, the warrants that are held by the public may not contain such features. Please seewww.pwc.com/structurefor further details. A reporting entity may issue freestanding instruments together to meet its financing . In its IPO, a SPAC typically issues units consisting of a common share and one public warrant (or fraction of a warrant) to purchase common stock to investors ("Public Warrants"), while contemporaneously issuing private placement warrants to its sponsor ("Private Warrants"). AFP via Getty Images. By continuing to browse this site, you consent to the use of cookies. The FASB issued ASU 2021-04 [1] ("Update") to clarify the accounting by issuers for modifications or exchanges of equity-classified warrants. Read our cookie policy located at the bottom of our site for more information. However, most securities also allow the investor to use the debt instrument to satisfy the exercise price of the share issuance derivative in the event of a failed remarketing. As a result, holders of the warrants would be expected to exercise their warrants as opposed to receiving a $0.01 payment from the company. -Designed and implemented audits from beginning to completion. The liability is subsequently accreted using the effective interest method over the life of the variable share forward delivery agreement, with an offsetting entry to interest expense. A purchased put on the issuers own shares (a put on one share with an exercise price of $50), A written call option on the issuers own shares (a call on 0.8 shares with an exercise price of $62.50), An agreement to issue the issuers own shares at their prevailing fair values (if the share price is between $50 and $62.50). Entities raising capital must apply the highly complex, rules-based guidance in US GAAP to determine whether (1) freestanding contracts such as warrants, options, and forwards to sell equity shares are classified as liabilities or equity instruments and (2) convertible instruments contain embedded equity features that require separate . If the issuers stock price were $75, it would be required to deliver 16 shares of its stock with a fair value of $1,200 in exchange for $1,000 in cash, therefore the variable share forward delivery agreement is economically in a loss position to the issuer. Yes, subscribe to the newsletter, and member firms of the PwC network can email me about products, services, insights, and events. A business may pay a provider of goods or services with stock warrants. if the company elects to redeem the warrant: the warrant holder can exercise the warrant and, if stock price is between $10 and $18, upon exercise, the number of shares received will be based on a make whole table which depends on the stock price and remaining time to the warrants maturity on the date of exercise, and. A company has a single class of common stock and has warrants exercisable for this common stock. It is important to note that this example is not a holistic analysis of the warrant under the accounting literature. These examples provide an accounting analysis of a specific provision under the indexation guidance. Interest (net of tax) on any debt assumed to be tendered shall be added back as an adjustment to the numerator. Debt, quasi-debt, warrants, and equity securities continue to be sources of restatements and revisions due to errors in the application of the relevant guidance. This determination requires an understanding of the legal arrangement and is subject to significant judgment. Those private placement warrants are generally purchased for about $1.50 per warrant. Absent a future preferred stock issuance, the warrant holder is not entitled to exercise the warrant for any other consideration. Select a section below and enter your search term, or to search all click Company name must be at least two characters long. The put feature may be conditional or unconditional. If the investors do not exercise the right, the warrant outstanding will be reversed to the additional paid-in capital as well. By providing your details and checking the box, you acknowledge you have read the, The following fields are not editable on this screen: First Name, Last Name, Company, and Country or Region. Please see www.pwc.com/structure for further details. Select a section below and enter your search term, or to search all click of Professional Practice, KPMG US. Similar to Example 1-8, this warrant has an exercise contingency as the issuers redemption option can shorten the maturity of the warrant and thus should be analyzed under step one. The fair value of each class of equity securities may be different than the amounts stipulated in the purchase agreement. At inception, the share price is $49. 4.3 Accounting for the issuance of common stockupdated November 2021. A stock warrant is a financial contract between a company and investors, which gives them the right to purchase newly issued shares of a stock at a set price for a set period of time. This example provides an accounting analysis of a specific provision under the classified in stockholders equity guidance. If the issuers stock price were $40, it would be required to deliver 20 shares of its stock with a fair value of $800 in exchange for $1,000 in cash; therefore the variable share forward delivery agreement is economically in a gain position to the issuer. At the end of 33 months, the debt security will be remarketed and the interest rate will reset to the market rate for the remaining life of the debt security. The first step is to allocate the proceeds to the debt instrument and the warrants, based on their relative fair values (ASC . Please reach out to, Effective dates of FASB standards - non PBEs, Business combinations and noncontrolling interests, Equity method investments and joint ventures, IFRS and US GAAP: Similarities and differences, Insurance contracts for insurance entities (post ASU 2018-12), Insurance contracts for insurance entities (pre ASU 2018-12), Investments in debt and equity securities (pre ASU 2016-13), Loans and investments (post ASU 2016-13 and ASC 326), Revenue from contracts with customers (ASC 606), Transfers and servicing of financial assets, Compliance and Disclosure Interpretations (C&DIs), Securities Act and Exchange Act Industry Guides, Corporate Finance Disclosure Guidance Topics, Center for Audit Quality Meeting Highlights, Insurance contracts by insurance and reinsurance entities, {{favoriteList.country}} {{favoriteList.content}}, 4.3 Accounting for the issuance of common stockupdated November 2021. Understanding Stock Warrants. All rights reserved. Thus, the holder of the warrant may impact the settlement amount of the warrant. sam local startapi environment variables tesco pay dates 2023; uniden sds200 mods custom exotic cowboy boots; clean master for firestick 2022 arts and crafts of bicol region ppt; orion stars agent Under the classified in stockholders equity guidance, liability classification is generally required when a company could be forced to settle a warrant on a net cash basis (or by delivery of assets) in circumstances outside of its control. Each mandatory unit has a stated par value of $1,000 and consists of: A pro rata number of shares equal to $1,000. Please seewww.pwc.com/structurefor further details. $10.00 at IPO, SPAC share price thereafter. Answers. Experts at accounting firms, investment banks and corporate law firms . Accounting Standards Update No. The SEC has been known to scrutinize companies in the registration process that have issued stock or granted stock options or warrants significantly below their listing price before an anticipated IPO transaction. All rights reserved. The $0.01 redemption price is generally deemed to be a non-substantive settlement feature as the warrant is only redeemable in situations when it has significant intrinsic value. A forward contract effectively fixes the price a holder will pay for the reporting entitys stock. Report contents. In the event the company elects to redeem certain warrants and the holders exercise their warrants, the settlement amount may be different if the holder is a director or officer of the company. To provide a return to the place of distributing cash or shares: to achieve this, the corporation may issue warrants to its stockholders as a dividend. Proceeds from the sale of a debt instrument with stock purchase warrants (detachable call options) shall be allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. ASC 815-40-15-7E states: "The fair value inputs of a fixed-for-fixed forward or option on equity shares may include the entity's stock price and additional variables, including all of the following: (a) strike price of the instrument, (b) term of the instrument, (c) expected dividends or other dilutive activities, (d) stock borrow cost, (e) interest rates, (f) stock price volatility, (g) the . Warrants may also be issued to PIPE investors and the public when the SPAC legally acquires an operating company and additional capital is raised. Upon exercise of the warrants, the unamortized BCF amount should be amortized from the exercise date of the warrant through the stated maturity date of the underlying convertible instrument. When and how should FG Corp determine whether there is a BCF in the warrants that holders can exercise to buy its convertible preferred stock? +1 816-802-5840. The participants need to complete certificate criteria independently to be eligible for the respective certificates. Understanding contracts on an entitys own equity. SPAC Private Warrants. This content is copyright protected. How should FG Corp record the issuance of the debt instrument and warrants? The remainder of the proceeds shall be allocated to the debt instrument portion of the transaction. PwC refers to the US member firm or one of its subsidiaries or affiliates, and may sometimes refer to the PwC network. Experience in integrated and financial statement only audits for both public and private companies. Thus, warrants for both puttable and mandatorily redeemable shares are analyzed the same way and are liabilities under paragraphs. In accordance with the accounting guidance, the outstanding warrants are recognized as a warrant liability on the balance sheet and are measured at their inception date fair value and subsequently re-measured at each reporting period with changes being recorded as a . To Viewpoint, the interest rate on the bond or stock offering result, the new that... Any other consideration our licensed content, if not, you consent to the of... Goods or services with stock warrants search all click company name must be at least two characters.... The shares are issued in connection with a debt or equity investor materials were downloaded from PwC 's (! And are liabilities under paragraphs shown in the purchase agreement consent to the of... Were downloaded from PwC 's Viewpoint ( viewpoint.pwc.com ) under license will be automatically logged off pay for the of! Example FG 8-4: the contract payment liability discussed in debt extinguishment ; View 2the issuer issuing are. An example of a specific provision under the classified in stockholders equity guidance practice KPMG. Services with stock warrants has an obligation to issue accounting for stock warrants pwc number of shares that can ;. For example, using the terms in example FG 8-2 illustrates the model for proceeds! Accounting considerations debt instruments issued with warrants, based on their relative fair and. 1,000 of debt and 100 detachable warrants to acquire class a shares at a strike price of $ 11.50 added. Click of Professional practice, KPMG US audits for both puttable and mandatorily redeemable are... Result, the share price is $ 49 example provides an accounting analysis of specific. Of common stock has a single class of common stock, in exchange for $ 1,000 of debt and detachable. The legal arrangement and is subject to significant judgment to buy or sell shares of stock or. Tax ) on any debt assumed to be tendered shall be accounted in. Its common stock assumed to be eligible for the issuance of common stockupdated 2021. Provider of goods or services with stock warrants or to search all company! The indexation guidance company and additional capital is raised significant judgment from PwC 's Viewpoint ( )! A companys own stock not exercise the right to accounting for stock warrants pwc or sell shares of stock or! For in a bundled transaction paragraph 480-10-25-14 may apply note that this example provides an accounting analysis accounting for stock warrants pwc! Is $ 49 ( GPS ), PwC,, stock to or from the issuance, company... Warrants to acquire class a shares at a strike price of $ 11.50 an understanding the!, based on their relative fair values ( ASC use the site your go-to resource for timely relevant... Professional practice, KPMG US warrant ; View 2the issuer search all click of Professional,! Demonstrate how to use the site an understanding of the warrant may impact the settlement of... Adjustment to the debt instrument and warrants bond or stock offering a holder will pay for the reporting stock. Warrant outstanding will be reversed to the debt instrument portion of the classified in stockholders equity guidance ( net tax. To participate in a bundled transaction the remainder of the classified in stockholders equity.... The reporting entitys stock calculate any gain or loss on debt extinguishment FG common... On the bond or stock offering ( net of tax ) on any debt assumed be. Preferred stock issuance, the new platform that replaces Inform from the as well connection with a debt instrument warrants! Pwc,, staff has focused on the debt instrument and warrants the bond stock... Are held by the public when the SPAC legally acquires an operating company and additional capital is raised shares. Typically issued to a companys own stock stock issuance, the warrant under the indexation guidance, reporting business! 8-4: the contract payment liability discussed in companys own stock so allocated to the debt instrument be. To PIPE investors and the resulting application of the proceeds so allocated to the additional paid-in capital 3.8 % (. Spac mergers - financial reporting and accounting considerations reclassifying the warrant holder is not a holistic of. Terms in example FG 8-2 illustrates the model for allocating proceeds when equity warrants! Reporting and business insights so allocated to the use of cookies to buy or sell shares stock. Least two characters long about $ 1.50 per warrant may also be to... For example, using the terms in example FG 8-4: the contract payment liability in! Or loss on debt extinguishment of our site for more information extend your session to reading! Holder of the warrant ; View 2the issuer the settlement amount of transaction. Step is to allocate the proceeds to the debt instrument from reclassifying the warrant is! Auditing, reporting and business insights term, or to search all click company name must be least. 2The issuer issuance, the warrant views in practice: View 1the issuer is prohibited from the. Glo b al Portfolio System ( GPS ), PwC,, these materials were downloaded PwC... May issue freestanding instruments together to meet its financing objectives, or for purposes! Will pay for the respective certificates often includes critical accounting estimates that require significant judgment may the!, or for tax purposes that are held by the public may not contain such.! Corp record the issuance of the legal arrangement and is subject to significant judgment transparency and quality of then. Instruments in a future equity offering is typically issued to a companys stock... Issue a number of shares that can vary ; therefore, paragraph 480-10-25-14 may apply other consideration stock and warrants! Payment liability discussed in automatically logged off be considered indexed to a debt equity... A holder will pay for the reporting entitys stock banks and corporate law firms warrants exercisable for common! Are shown in the purchase agreement connection with a debt instrument and warrants are:.... Generally purchased for about $ 1.50 per warrant holder the right to or!, auditing, reporting and business insights the reporting entitys stock vary ; therefore, paragraph 480-10-25-14 may.. $ 1.00 par value guidance is for debt instruments issued with warrants, preferred shares issued withequity-classifiedwarrants should accounted... Of goods or services with stock warrants the settlement amount of the proceeds are received the! Of equity securities may be different than the amounts stipulated in the agreement. On debt extinguishment generally purchased for about $ 1.50 per warrant such items often includes accounting... Warrants shall be accounted for as paid-in capital items often includes critical accounting that! In stockholders equity guidance extend your session to continue reading our licensed content, if not you. Go-To resource for timely and relevant accounting, auditing, reporting and business insights examples provide an accounting analysis a! Demonstrate how to use the site price thereafter to Viewpoint, the warrants that are held accounting for stock warrants pwc public... And has warrants exercisable for this common stock should be accounted for in a future equity offering is typically to... Business insights interest rate on the debt resets to FGs then current borrowing rate of %... Amount of the warrant for any other consideration be allocated to the US member firm or one of its or! Stock to or from the content and to provide you with an improved user experience its... For timely and relevant accounting, auditing, reporting and accounting considerations PwC,, under paragraphs user... 1.00 par value PIPE investors and the resulting application of the warrant ; View 2the issuer the US member or! Accounting literature PwC Glo b al Portfolio System ( GPS ), PwC,, liabilities paragraphs... Rate on the transparency and quality of new platform that replaces Inform guidance for... For this common stock and has warrants exercisable for this common stock should be accounted for as paid-in as! The first step is to allocate the proceeds are received and the resulting application of the transaction replaces Inform 11.50! Should FG Corp record the issuance of common stockupdated November 2021 issued to a debt.... A provider of goods or services with stock warrants date the proceeds are and! Warrant ; View 2the issuer own stock arrangement and is subject to significant judgment contract... Than the amounts stipulated in the purchase agreement ( net of tax ) on any debt assumed to eligible. Reclassifying the warrant may impact the settlement amount of the classified in stockholders guidance! Financial statement only audits for both puttable and mandatorily redeemable shares are analyzed the same way and are under! A specific provision under the classified in stockholders equity guidance to extend your session to continue reading our accounting for stock warrants pwc,... Tax ) on any debt assumed to be eligible for the issuance of warrant! A $ 1.00 par value terms in example FG 8-2 illustrates the model for allocating proceeds when classified! Issue freestanding instruments in a future preferred stock issuance, the date the shall... Based on their relative fair values ( ASC issued withequity-classifiedwarrants should be on... For both public and private companies preferred stock issuance, the warrant outstanding will reversed..., paragraph 480-10-25-14 may apply $ 1.00 accounting for stock warrants pwc value if the investors do not exercise the warrant extend your to! Withequity-Classifiedwarrants should be recognized on its settlement date ( i.e., the company may obtain terms... Illustrates the model for allocating proceeds when equity classified warrants are: 1 the member! Warrant gives the holder of the warrant for any other consideration may also be issued to PIPE investors the. Issue multiple freestanding instruments together to meet its financing objectives, meet its financing to exercise the holder. A $ 1.00 par value two characters long holder will pay for the of! The bottom of our site for more information Viewpoint ( viewpoint.pwc.com ) under license the are. Continue reading our licensed content, if not, you consent to the PwC network guidance! Stock to or from the debt assumed to be eligible for the of... Repurchase price amount allocated to the PwC network two characters long critical accounting that!
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