PFG » Topics » Principal Financial Group, Inc.

These excerpts taken from the PFG 8-K filed May 21, 2009.

Principal Financial Group, Inc.

 

Ladies and Gentlemen:

 

This opinion is furnished to you in connection with the Registration Statement on Form S-3 (File Nos. 333-151582 and 333-151582-04) (the “Registration Statement”) and the Prospectus Supplement, dated May 18, 2009 (the “Prospectus Supplement”), to the Prospectus, dated June 11, 2008, of Principal Financial Group, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”), relating to the issuance and sale by the Company of $400,000,000 aggregate principal amount of its 7.875% Senior Notes due 2014 (the “2014 Notes”) and $350,000,000 aggregate principal amount of its 8.875% Senior Notes due 2019 (the “2019 Notes” and, together with the 2014 Notes, the “Securities”) issued pursuant to the Indenture, dated as of May 21, 2009 (the “Base Indenture”), among the Company, Principal Financial Group, Inc., as guarantor (“PFSI”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented and amended by the First Supplemental Indenture, dated as of May 21, 2009, among the Company, PFSI and the Trustee relating to the 2014 Notes and the Second Supplemental Indenture, dated as of May 21, 2009, among the Company, PFSI and the Trustee relating to the 2019 Notes (together, the “Supplemental Indentures”; the Base Indenture, as supplemented and amended by the Supplemental Indentures, the “Indenture”).  The 2014 Notes and the 2019 Notes are fully and unconditionally guaranteed by PFSI pursuant to separate Guarantees, each dated as of May 21, 2009 (together, the “Guarantees”).

 

In rendering the opinions expressed below, (a) we have examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of such agreements, documents and records of the Company and PFSI and such other instruments and certificates of public officials, officers and representatives of the Company and PFSI and others as we have deemed necessary or appropriate for the purposes of such opinions, (b) we have examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of public officials, officers and representatives of the Company and PFSI and others delivered to us and (c) we have made such investigations of law as we have deemed necessary or appropriate as a basis

 



 

for such opinions.  In rendering the opinions expressed below, we have assumed, with your permission, without independent investigation or inquiry, (i) the authenticity and completeness of all documents submitted to us as originals, (ii) the genuineness of all signatures on all documents that we examined, (iii) the conformity to authentic originals and completeness of documents submitted to us as certified, conformed or reproduction copies, (iv) the legal capacity of all natural persons executing documents, (v) the power and authority of the Trustee to enter into and perform its obligations under the Indenture, (vi) the due authorization, execution and delivery of the Indenture by the Trustee, (vii) the enforceability of the Indenture against the Trustee and (viii) the due authentication of the Securities on behalf of the Trustee in the manner provided in the Indenture.

 

Based upon and subject to the foregoing and the qualifications and limitations hereinafter set forth, we are of the opinion that:

 

Principal Financial Group, Inc.

 

Ladies and Gentlemen:

 

I am Executive Vice President and General Counsel of Principal Financial Group, Inc., a Delaware corporation (the “Company”), and Principal Financial Services, Inc., an Iowa corporation (“PFSI”).  In such capacity, I or lawyers in the Company’s law department under my supervision have acted as counsel to the Company and PFSI in connection with the Registration Statement on Form S-3 (File Nos. 333-151582 and 333-151582-04) (the “Registration Statement”) and the Prospectus Supplement, dated May 18, 2009 (the “Prospectus Supplement”), to the Prospectus, dated June 11, 2008, of the Company, filed with the Securities and Exchange Commission (the “Commission”) relating to the issuance and sale by the Company of $400,000,000 aggregate principal amount of its 7.875% Senior Notes due 2014 (the “2014 Notes”) and $350,000,000 aggregate principal amount of its 8.875% Senior Notes due 2019 (the “2019 Notes”) issued pursuant to the Indenture, dated as of May 21, 2009, among the Company, PFSI, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented and amended by the First Supplemental Indenture, dated as of May 21, 2009, among the Company, PFSI and the Trustee relating to the 2014 Notes and the Second Supplemental Indenture, dated as of May 21, 2009, among the Company, PFSI and the Trustee relating to the 2019 Notes.  The 2014 Notes and the 2019 Notes are fully and unconditionally guaranteed by PFSI pursuant to separate Guarantees, each dated as of May 21, 2009 (together, the “Guarantees”).

 

In rendering the opinions expressed below, (a) I or lawyers under my supervision have examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of such agreements, documents and records and such other instruments and certificates as we have deemed necessary or appropriate for the purposes of such opinions, (b) I or lawyers under my supervision have examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of others delivered to us and (c) I or lawyers under my supervision have made such

 



 

investigations of law as we have deemed necessary or appropriate as a basis for such opinions.  In rendering the opinions expressed below, I have assumed, with your permission, without independent investigation or inquiry, (i) the authenticity and completeness of all documents submitted to me or lawyers under my supervision as originals, (ii) the genuineness of all signatures on all documents that I or lawyers under my supervision examined, (iii) the conformity to authentic originals and completeness of documents submitted to me or lawyers under my supervision as certified, conformed or reproduction copies and (iv) the legal capacity of all natural persons executing documents.

 

Based upon and subject to the foregoing and the qualifications and limitations hereinafter set forth, I am of the opinion that (i) PFSI has the corporate power and authority to execute and deliver the Guarantees and (ii) each Guarantee has been duly authorized, executed and delivered by PFSI.

 

The opinions expressed herein are limited to the laws of the State of Iowa, as currently in effect, and I do not express any opinion herein concerning any other laws.

 

I hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on May 21, 2009, incorporated by reference in the Registration Statement, and to the reference to me under the caption “Validity of the Notes” in the Prospectus Supplement. In giving such consent, I do not thereby concede that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

 

Very truly yours,

 

 

 

/s/ Karen E. Shaff

 

 

 

Karen E. Shaff

 

Executive Vice President and

 

General Counsel

 

2


PRINCIPAL FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of
incorporation)

 

1-16725

(Commission file number)

 

42-1520346

(I.R.S. Employer
Identification Number)

 

PRINCIPAL FINANCIAL GROUP, INC.
7.875% Senior Notes due 2014

 

 

CUSIP:                      

 

 

No.

$[              ]

 

PRINCIPAL FINANCIAL GROUP, INC., a corporation organized and existing under the laws of Delaware (hereinafter called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [                                ] Dollars on May 15, 2014, and to pay interest thereon from May 21, 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15 and November 15 in each year, commencing November 15, 2009, at the rate of 7.875% per annum, on the basis of a 360-day year

 

A-1



 

consisting of twelve 30-day months, until the principal hereof is paid or duly provided for or made available for payment.

 

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 1 or November 1 (whether or not a Business Day) immediately preceding such Interest Payment Date.  Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

 

Payment of the principal of (and premium, if any) and any interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

 

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

A-2



 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

 

 

PRINCIPAL FINANCIAL GROUP, INC.

 

 

 

 

 

By:

 

 

Name:

 

Title:

 

A-3



 

PRINCIPAL FINANCIAL GROUP, INC.
8.875% Senior Notes due 2019

 

 

CUSIP:                    

 

 

No.

$[              ]

 

PRINCIPAL FINANCIAL GROUP, INC., a corporation organized and existing under the laws of Delaware (hereinafter called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [                                ] Dollars on May 15, 2019, and to pay interest thereon from May 21, 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15 and November 15 in each year, commencing November 15, 2009, at the rate of 8.875% per annum, on the basis of a 360-day year

 

A-1



 

consisting of twelve 30-day months, until the principal hereof is paid or duly provided for or made available for payment.

 

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 1 or November 1 (whether or not a Business Day) immediately preceding such Interest Payment Date.  Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

 

Payment of the principal of (and premium, if any) and any interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

 

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

A-2



 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

 

 

PRINCIPAL FINANCIAL GROUP, INC.

 

 

 

 

 

By:

 

 

Name:

 

Title:

 

A-3



 

 

Principal Financial Group, Inc.

 

 

Ladies and Gentlemen:

 

I am Executive Vice President and General Counsel of Principal Financial Group, Inc., a Delaware corporation (the “Company”), and Principal Financial Services, Inc., an Iowa corporation (“PFSI”).  In such capacity, I or lawyers in the Company’s law department under my supervision have acted as counsel to the Company in connection with the issuance and sale today by the Company of $[•] aggregate principal amount of its [•]% Senior Notes due 2014 (the “2014 Notes”) and $[•] aggregate principal amount of its [•]% Senior Notes due 2019 (the “2019 Notes” and, together with the 2014 Notes, the “Securities”) pursuant to the Underwriting Agreement, dated May  [•], 2009 (the “Underwriting Agreement”), among Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as representatives of the several underwriters, and the other underwriters named therein (the representatives and such other underwriters, collectively, the “Underwriters”), the Company and PFSI.  The 2014 Notes and the 2019 Notes will be fully and unconditionally guaranteed (the “Guarantees”) by PFSI.  The Securities will be issued pursuant to the Indenture, dated as of May [•], 2009 (the “Base Indenture”), among the Company, PFSI, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented and amended by the First Supplemental Indenture, dated as of May [•], 2009, among the Company, PFSI and the Trustee relating to the 2014 Notes and the Second Supplemental Indenture, dated as of May [•], 2009, among the Company, PFSI and the Trustee relating to the 2019 Notes (collectively, the “Supplemental Indentures”; the Base Indenture, as supplemented and amended by the Supplemental Indentures, the “Indenture”).  I am delivering this letter to you pursuant to Section 8(d) of the Underwriting Agreement.

 

Unless otherwise defined herein, terms defined in the Underwriting Agreement and used herein will have the meanings assigned thereto in the Underwriting Agreement.  As used herein, the following terms shall have the following meanings:  The term “Prospectus

 



 

means the base prospectus, dated June 11, 2008, filed as part of the  registration statement on Form S-3 (Registration Nos. 333-151582 and 333-151582-04) of the Company and PFSI, as supplemented by, and together with, the prospectus supplement, dated May [•], 2009, relating to the Securities and the Guarantees, in the form filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

 

In rendering the opinions expressed below, (a) I or lawyers under my supervision have examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of such agreements, documents and records and such other instruments and certificates as we have deemed necessary or appropriate for the purposes of such opinions, (b) I or lawyers under my supervision have examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of others delivered to us and the representations and warranties contained in or made pursuant to the Underwriting Agreement and (c) I or lawyers under my supervision have made such investigations of law as we have deemed necessary or appropriate as a basis for such opinions.  In rendering the opinions expressed below, I have assumed, with your permission, without independent investigation or inquiry, (i) the authenticity and completeness of all documents submitted to me or lawyers under my supervision as originals, (ii) the genuineness of all signatures on all documents that I or lawyers under my supervision examined, (iii) the conformity to authentic originals and completeness of documents submitted to me or lawyers under my supervision as certified, conformed or reproduction copies, (iv) the legal capacity of all natural persons executing documents, (v) the power and authority of the Trustee to enter into and perform its obligations under the Indenture, (vi) the due authorization, execution and delivery of the Indenture by the Trustee, (vii) the enforceability of the Indenture against the Trustee and (viii) the due authentication of the Securities on behalf of the Trustee in the manner provided in the Indenture.

 

Based upon and subject to the foregoing and the assumptions, qualifications and limitations hereinafter set forth, I am of the opinion that:

 

(1)                                  The Company has been duly incorporated, is validly existing and in good standing under the laws of the State of Delaware, with the corporate power and authority to own its properties and conduct its business as described in the Prospectus;

 

(2)                                  Each Significant Subsidiary has been duly incorporated or organized, as the case may be, and is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, as applicable;

 

(3)                                  All of the issued shares of capital stock of each Significant Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims;

 

(4)                                  Except as described in the Pricing Disclosure Package and the Prospectus, there is no action, suit or proceeding pending, nor, to the best of my knowledge, is there any action, suit or proceeding threatened against the Company or any of its Significant Subsidiaries that would reasonably be expected to have a

 

C-1-2



 

These excerpts taken from the PFG 8-K filed May 15, 2009.

PRINCIPAL FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-16725

 

42-1520346

(State or other jurisdiction
of incorporation)

 

(Commission file number)

 

(I.R.S. Employer
Identification Number)

 

Principal Financial Group, Inc.

 

Ladies and Gentlemen:

 

I am Executive Vice President and General Counsel of Principal Financial Group, Inc., a Delaware corporation (the “Company”).  In such capacity, I or lawyers in the Company’s law department under my supervision have acted as counsel to the Company in connection with the issuance and sale today by the Company of [·] shares (the “Primary Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”), pursuant to the Underwriting Agreement, dated May [·], 2009 (the “Underwriting Agreement”), among the Company, you, as representative of the several underwriters, and the other underwriters named in Schedule I to the Underwriting Agreement (you and such other underwriters, collectively, the “Underwriters”).  The Company has granted the Underwriters an option to purchase up to [·] additional shares of Common Stock (the “Option Shares” and, together with the Primary Shares, the “Securities”).  I am delivering this letter to you pursuant to Section 8(d) of the Underwriting Agreement.

 

B-2-1



 

In so acting, I or lawyers in the Company’s law department under my supervision have reviewed and discussed with lawyers in the Company’s law department under my supervision the registration statement on Form S-3 (Registration No. 333-151582) of the Company filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), the Time of Sale Information (as defined below) and the final prospectus supplement, dated May [·], 2009 (the “Prospectus Supplement”), relating to the Securities, in the form filed with the Commission pursuant to Rule 424(b) under the Act.  As used herein, the term “Registration Statement” means such registration statement on the date such registration statement is deemed to be effective pursuant to Rule 430B under the Act for purposes of liability under Section 11 of the Act of the Company and the Underwriters (which, for purposes hereof, is May [·], 2009, the “Effective Date”), including the information deemed to be a part of such registration statement as of the Effective Date pursuant to Rule 430B under the Act.  The term “Base Prospectus” means the basic prospectus, dated June 11, 2008, filed as part of the Registration Statement.  The term “Preliminary Prospectus Supplement” means the preliminary prospectus supplement, dated May [·], 2009, relating to the Securities, in the form filed with the Commission pursuant to Rule 424(b) under the Act.  The term “Time of Sale Information” means, collectively, the Base Prospectus, the Preliminary Prospectus Supplement and the information set forth in Annex A hereto.  The term “Prospectus” means the Base Prospectus as supplemented by, and together with, the Prospectus Supplement.

 

I have not myself checked the accuracy, completeness or fairness of, or otherwise verified, and I am not passing upon and assume no responsibility for the accuracy, completeness or fairness of, the statements contained in the Registration Statement, the Time of Sale Information, the Prospectus or the documents incorporated by reference in any of the foregoing, and have made no independent check or verification thereof.

 

On the basis of the foregoing, I advise you as follows:

 

(i)                                       The Registration Statement, as of the Effective Date, and the Prospectus, as of the date of the Prospectus Supplement, appeared to me on their face to be appropriately responsive in all material respects to the requirements as to form of the Act and the applicable rules and regulations of the Commission thereunder; except that I express no view as to (a) the financial statements, the related notes and schedules, and other financial information contained in or omitted from the Registration Statement or the Prospectus; or (b) Regulation S-T.

 

(ii)                                    No facts have come to my attention that has caused me to believe that (a) the Registration Statement, as of the Effective Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (b) the Time of Sale Information, as of [·] [a.m./p.m.], New York City time, on [·], contained any untrue statement of a material fact or omitted to state a material fact necessary

 

B-2-2



 

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (c) the Prospectus, as of the date of the Prospectus Supplement and as of the date and time of delivery of this letter, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that in each case I express no belief as to the financial statements, the related notes and schedules, and other financial information contained in or omitted from the Registration Statement, the Time of Sale Information or the Prospectus.

 

(iii)                                 The Registration Statement became effective upon filing under the Act, and, based exclusively on the telephone advice of the staff of the Commission, to my knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceedings for such purpose are pending before the Commission.

 

This letter is solely for the benefit of the Underwriters and, without my prior written consent, neither my beliefs nor this letter may be disclosed to or relied upon by any other person.  This letter is limited to the matters stated herein and no views are implied or may be inferred beyond the matters expressly stated herein.  The beliefs expressed herein are rendered only as of the date hereof, and I assume no responsibility to advise you of facts, circumstances, changes in law or other events or developments that hereafter may occur or be brought to my attention and that may alter, affect or modify the beliefs expressed herein.

 

Very truly yours,

 

B-2-3



 

This excerpt taken from the PFG 10-Q filed May 6, 2009.

PRINCIPAL FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

42-1520346

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

This excerpt taken from the PFG 10-Q filed Nov 5, 2008.

PRINCIPAL FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

42-1520346

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

This excerpt taken from the PFG 8-K filed Oct 16, 2008.

PRINCIPAL FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

1-16725

42-1520346

(State or other jurisdiction of incorporation)

(Commission file number)

(I.R.S. Employer Identification Number)

 
This excerpt taken from the PFG 8-K filed Oct 14, 2008.

PRINCIPAL FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

1-16725

42-1520346

(State or other jurisdiction of incorporation)

(Commission file number)

(I.R.S. Employer

Identification Number)



 

This excerpt taken from the PFG 10-Q filed Aug 6, 2008.

PRINCIPAL FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

42-1520346

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

711 High Street, Des Moines, Iowa 50392

(Address of principal executive offices)

 

(515) 247-5111

(Registrant’s telephone number, including area code)

 


 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

 

 

(Do not check if a smaller
reporting company)

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

 

The total number of shares of the registrant’s Common Stock, $0.01 par value, outstanding as of July 31, 2008 was 259,158,218.

 

 

 



 

This excerpt taken from the PFG 8-K filed May 23, 2008.

PRINCIPAL FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-16725

 

42-1520346

(State or other jurisdiction

 

(Commission file number)

 

(I.R.S. Employer

of incorporation)

 

 

 

Identification Number)

 

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