May 21, 2023

118: Exit Planning Isn’t About Money, It’s About People – Misty See Meschter and Don See, Pass It On Inc.

Most successful business owners spend their time running their business. Their expertise is not planning how to exit, or planning what might happen to the company, their family, employees or customers if something unexpectedly happens to them. That is the expertise of Pass It On, Inc. Laurie Barkman speaks with father-daughter team, Don See and Misty Meschter. Since 1947, their company has helped families think through the options and potential outcomes of passing it on, and they have forged their own journey through three generations of succession. They design plans and funding arrangements to protect family businesses from the financial disasters that can jeopardize survival. 

Listen in to learn more about:

  • Difference between succession planning, exit planning, and contingency planning
  • Why your plan will continually change and how to adapt
  • When you should bring your kids into the business (and when you shouldn’t)
  • Strategies that answer the problems introduced by the classic forms of planning
  • How to structure internal transfers and anoint your successors with buy-sell agreements

Show links:

About Succession Stories Podcast

Succession Stories is an award-winning podcast guiding entrepreneurs from transition to transaction. Hosted by Laurie Barkman, author of “The Business Transition Handbook: How to Avoid Transition Pitfalls and Create Valuable Exit Options.” 

Get your copy at: www.theBusinessTransitionHandbook.com

Start your business transition plan by visiting: https://thebusinesstransitionsherpa.com 

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 Transcript

Laurie Barkman:

Don See and Misty See Meschter, thank you so much for being with me on Succession Stories because we’re going to talk about your succession story. For you, Don, also you, Misty and as people have heard in this introduction, you’re a father-daughter team and that’s really special and we’ve had a couple of fathers and their children on the show, mothers and their children and it’s just a joy to have you this topic is so important; Exit Planning and contingency planning,  learning from all of your experiences, so welcome.

Misty See Meschter:

Thanks, Laurie. Thanks for having me.

Don See:

Good to visit with you.

Laurie Barkman:

Absolutely. Why don’t we start with Do? Don, tell us about your succession story with the business, and in that story, I’m sure you’ll tell us a little bit about your firm.

Don See:

I started in the insurance industry as an actuary because I didn’t have enough personality to be an accountant and after seven years, discovered that I was a horrible corporate employee, and went looking for a place to build my own practice and I found a guy in Colorado Springs who started here right after the war. He began working with the people who built the city of Colorado Springs in 1947. We still have clients today, from 1947, and four or five generations that have succeeded them. 

I came in with him in the mid-70s. Shortly after that, the financial planning revolution occurred. And when everybody was going left, we turned right. We did not become financial planners, we did not become investment advisors, we focused on doing the financial and family part of estate planning for people who want their own businesses. That was the concept that was the goal. 

The other thing, my marketing philosophy, actually comes out of Proverbs, let the words of another phrase you and not your own mouth so I have been the worst service club, leads group promotion person that has ever existed in our industry. I went to CPAs and attorneys and trust officers and educated them on how much trouble their clients were in because nobody has a succession plan or even in this state, even in this day and age it’s something like 70% of businesses are still thinking about it and it was not too long before they began introducing me to their clients and began doing seminars, for their offices and for their clients and just teaching them if you don’t have a plan, here’s what’s going to happen and in most cases, they didn’t have a plan and most of the people you’re talking to will in businesses have a plan so whatever their will says.

Misty See Meschter:

And the state they live in.

Laurie Barkman:

And the state they live in.

Don See:

In many instances, they’re going to turn that company over to somebody who has zero desire, and almost less capability to run the company so that was the advent, my wife encouraged me to begin writing a newsletter because I’d always been a writer and we started a newsletter in 1990, called pass it on and then when my partner died, and I wasn’t worried about getting sued without having him alongside me, we changed the name of the company to Pass It On incorporated. It has been for 30 years.

Laurie Barkman:

It’s a great name. One of the things that I saw on your website is it says ‘if it could go the way I want it to how should it go’ and you’ve experienced this for yourself but you’re you’re eating your own dog food, as we say, because you went through this transition with your partner dying and that in and of itself is a transition even though it’s very unpleasant and sad and now you’ve transitioned the business with your daughter who’s right next to you. For people who are watching us on video, they can see the love between these two. There are no boundaries but Misty from your perspective, why don’t you share your story and how you’ve transitioned the business with your father?

Misty See Meschter:

Yeah, I grew up with Pass It On. We folded the newsletters as kids and like the envelopes and I refer to Dad’s former partner as grandpa. He was someone that we adopted and belonged to us. When I was 17, I worked in dad’s office doing data entry when I wasn’t lifeguarding, basically that summer and it occurred to me, there were lots of insurance policies, trusts, agreements, business documents, oh, it looked very boring, to be honest but every client that came to see Dad every day that summer was somebody I grew up calling uncle or aunt. They were people we had adopt that had adopted us and we’d adopted them and I thought my family much larger than it actually really was.

Laurie Barkman:

Like, “What? Are we related?”

Misty See Meschter and Don See:

That made sense. We looked nothing alike and it occurred to me then, that whatever he did, was so intimate and so valuable to the people that he had helped in the way that he did. It mattered so much that we belong to each other going forward and that was really what I wanted to sign up for so I think I told him that summer, I would take over for him Sunday when I was 17. Wow, you recall that conversation a little differently. He thinks I said I’d put him in a nursing home.

Don See:

Every morning, I checked, I checked the doorway for security guards when I come into the office.

Misty See Meschter:

No, that’s not the intention but I did, I did want to work with him and learn from him and have the right to carry this on if it was possible and he said to me, “I think you’re genetically designed to do this.” I am the middle of three kids so he had other options for sure, “…but I don’t want to be your first boss. So go do something else first, be successful at it,” and what I found later was that that was the wisdom of experience speaking because he had helped clients through every type of transition, often including children, but not always and he had decided, I want this to be Misty’s decision, I don’t want her ever to wonder if I put this on her and I want her to have tried something else and done well with it so that she knows she made this choice on her own so that was good so I came back in 2012 after about a decade in hospitality.

Laurie Barkman:

You really thought through that decision and I hear the advice that you gave on that to Misty to get experience elsewhere. I hear that a lot. Sometimes it’s yes, I folded the papers, or I swept the floors, and I worked my way up. I do hear those stories as well and we’ve shared though on this shared those on the show. I think the common link, though, is respect and that you respect the business that’s been built, you want to continue it forward, your goals are aligned. How you get there is no one path. Your path was to get experience elsewhere in a completely different industry also, but then you found your way back. I guess it is interesting to you know, as we think about family businesses and the options that they have, and you call this out in terms of the overall questions that are asked of business owners as they think about their big picture strategic plan and I sort of phrase it this way, which is well who is the natural acquirer of your company? That answer can really vary. Now for you, Don, it was your daughter? Did you contemplate any other option?

Don See:

Well, I had to; we had our kids late so I was 40 by the time her sister was born. By the time she decided to join me, I was already in my 60s and I had many friends well intended, who said, “Okay, smart guy, what’s your succession plan?” And the answer is, “I’m not sure. I’m not going to close the door on my children until they’re out of college and they’re grown and they have decided for themselves.” It became apparent to me that my other two children, my younger daughter announced she was going to be a nurse when she was 10 years old and she is and so she was not suited for it and my son operates in the financial world at a level that if he was to join us, it’d be like hunting rabbits with an F 16 so when Misty came back and began to express interest which we deferred for four years – you had committed to doing something with our previous company – but when that happened, I had a backup plan of bringing in someone from a firm we’re affiliated with in California, and basically saying to them, which one of you wants to get out of California and if anything, were to happen to Misty now and we still need an emergency plan, nothing has changed. She’s got one if anything happens to me, and I’ve gotten one, if anything happens to her, that would still be the approach.

Laurie Barkman:

That’s a great segue because I want to talk about what you do with clients, how you help clients how you serve their interests, it’s thematically so on point with this show, which is why I invited you on and by the way, we won’t acknowledge our mutual client by name to embarrass him on on this recording, but we do want to call him out that that’s how I’ve met you and he’s a wonderful person, and I know how much you’ve helped him so in his company, and how you’ve been working with him, I’m guessing is indicative of how you’ve worked with other clients, which I’ll describe as at a very high level and Misty, I want you to explain a little bit more for the audience, folks that are listening, you work in succession planning, right, you’re trying to help business family businesses determine their path forward and if we’re going to use the industry jargon, it’s Exit Planning, which people have heard a lot about on this show for sure and contingency planning. Now, contingency planning is different and when I talk with clients about the differences, their eyes light up, like, “Oh, I get it.” Let’s explain what does that mean, from, again, what you do and how you provide value in the context of those two areas of service?

Misty See Meschter:

Yeah, those are in our minds, those are the two prongs of business succession planning, although succession planning is used all over the place, and it means very different things, depending on who’s saying it. When we talk about it, we are talking about the exit strategy and the emergency plan, I guess, would go they need to be parallel courses? It isn’t, “What do I do first?” In fact, if someone is meeting us for the first time, we want them to have the contingency plan first. That’s the safety net. That’s what happens to this if anything happens to me or my partner, or anyone who owns something here and where does the actual control go? There’s a difference between control and leadership and a lot of succession planning firms help people to develop leadership and coach and bring people along. It’s not what we do. We look at who owns the company, where is the control, and the liability and how is it legally transferred from one person to another entity? 

The exit strategy is what people want to think about when they think about succession planning and that’s how do I get out someday, and make all of this worthwhile? When we’re talking with business owners, we’re very clear, you should definitely be planning for that from day one, you should be thinking about, “What’s my goal?” Am I building this to eventually sell it? Am I building a legacy for my family? Am I trying to build something that can belong to employees someday, those are different courses but no matter what the exit plan is, until the day a business owner is out, and no longer owns that company, we tell them to be prepared to hold that with an open hand because the plan for an exit will change every day, between here and the day you actually are out because the people will change. People come and go in organizations. The industry will change what you do that makes you valuable, can change and so you do it’s one of those things, you have to plan for but you have to be willing to adjust and adapt as you plan. And you’re kind of setting the sail.

Don See:

The children will change. They’ll change their attitude. They’ll change their goals.

Misty See Meschter:

Or they’ll hide it for many years and then finally tell you what they really think.

Don See:

Yep, we’re involved. We encourage our clients not to bring children into the company in high school like most people do and through college, and then keep them there because it will almost always be true that they pay them less because they don’t want to appear to be favoring them. They’ll be harder on them because they’re their parents, and what I’ve seen so many times is it can begin to build resentment that actually interferes with a smooth transition of ownership so that we’re working with the family. We were supposed to meet with them yesterday, but the daughter got sick, and we’re gonna meet with them next week. I’ve known this man for 22 years, I developed the plan that took the company from his parents, to him and his brother, I developed the plan that took the company from his brother back to him, his brother didn’t want to do it and I had been talking to him for seven years, about children who have the capability and the interest, but just weren’t mature enough yet to come into the company. Five years ago, the daughter came into the company and has been tremendously helpful. The son became a financial planner and I said to our client at the time, “It’s okay, he can recover from that,” a year ago, and that industry can be so difficult and it didn’t turn out to be what he had hoped it would be. He came back to his dad kind of sheepishly and said, “This is still an opportunity for me to work with you and my sister,” and he said, “Sure, come and work, and show me what you can do.” We’re at a stage now, where we’re in the exit strategy world, we are somewhat strategic, because we’ve seen everything about how you can transfer your company and to whom and what the economics are and what the tax implications are, and so forth but mainly, we just coach them. We’re more like counselors.

Laurie Barkman:

Therapist is a good word, because there’s a lot of emotion in some of these decisions.

Misty See Meschter:

There are many dynamics.

Don See:

Then the emergency plan. You have to have a better emergency plan than the one you have today because the one most business owners have today, say, “Well, I’m gonna leave the company to my husband, he’s been around the whole time, he’ll be fine. Yes, and the employees will leave within 30 days,” so that’s a big focus of our company. The two things we’re known for, are developing emergency plans that make our clients uncomfortable but they have to be done and to get to that, our interview process, I used to have four page fact finders that lasted less than a year until I figured out all I need to do is say, “Okay, who owns your company? Who will own it, if you don’t show up Monday morning, who should own it if you don’t show up Monday morning?” Then we’re into a conversation on succession planning and developing an emergency plan. The other most effective question that I’ve ever used, is sitting in a meeting with a potential client and their spouse and after the client goes on and on about how capable the spouse is, and how they’ve been nearly the company the whole time, and how they know where all the books are, and they can run it. I have gone so far as to go, “Bang! You’re not here anymore. You can’t say anything. What do you think about this plan? Is this what you want to do with the rest of your life?” I mean, I’ve had everything through tears, the screams to panic in almost every instance, if they’re not working together on a daily basis. Now, the spouse does not want to have that responsibility.

Misty See Meschter:

We had a wife roll her chair across the room away from her husband, just within a couple of weeks of this call.

Laurie Barkman:

What do you mean roll away like an office environment just to separate?

Misty See Meschter:

Moved away. She wanted to climb out of her skin at the thought of the realization of what would be left behind to her and what she would be responsible for if he were gone…

Don See:

… and how her managers were obviously going to do the best thing including for children of theirs and I pointed out to people well, they might or they may not want to work for her. It might not be a really great thing being at the company. That’s not what she’s been doing but I guarantee you the day you showed up to work on your new Harley Davidson, they began wondering, “What happens to this?”

Laurie Barkman:

That’s right. They’re looking at risks and they’re thinking about it, too. I hear it a bit when the leading generation is getting older. The employees are wondering, what is the plan? Absolutely getting out in front of it. Again, there’s a difference between Exit Planning and being purposeful, and having all these options and also the contingency? How do we solve for some of the contingencies and the ones we’ve talked about today are largely focused on death. There are also other things that might derail our plans, divorce and business partnership, dissolution and things like that but why don’t we just talk a little bit about some of the solutions that you’ve seen work? Well, buy sell agreements, things like that, what have you put in place to help clients?

Misty See Meschter:

Classically speaking in terms of actual stock ownership there are two classic boilerplate ways to transfer a company or to do a Buy-Sell agreement, and one is a corporate stock redemption and the other is a cross-purchase agreement. Each of those have pros and cons and some of the cons with both of those structures, particularly when you’re talking about an emergency plan, not just a transition plan, or an exit can be pretty major and so we have been forced over the last 40 years to develop strategies that answer the problems introduced by the classic forms of planning. For instance, oftentimes, when, let’s say there’s just one business owner, owns 100% of the company, and has identified a group we always say, you know, it’s hard to replace yourself, because there’s nobody that’s just like you and a lot of times the most successful business owners are kind of anomalies, they are really good at differing skill sets, that most people are not good at, at the same time so we’ll say choose the smallest number of people who can complement one another in order to effectively replace what you do and if that’s a combination of key employees, and a child, great, name those people, and then we can create a separate entity, so that if you were going to do a stock redemption, for instance, you would have to give them some ownership first, while you still are living and should control the company, in order for them to have the right to buy stock, and redeem your stock at at your death or disability so that they can own the company going forward. 

That may not be best, you may not want partners and so we can actually create a buyer separate from the company that’s protected from the pitfalls of ownership of stock, and have that entity enter into a Buy Sell agreement with the company in your estate so that you can I we use the term anoint your successors and you have the flexibility to change it. If I were to pick someone as my successor and give them stock in my company so that I can execute a Buy Sell agreement with them and then they leave or, or something goes haywire, or they get divorced, and their stock is declared in the divorce decree, I’m now fighting to get the stock back that I gave way to begin with and paying for it in most instances and that’s a horrible thing to have to do and so we kind of tried to design plans that retain ultimate control and flexibility for the business owner so that they aren’t forced to do something that doesn’t make sense for the company as its operating today, just in order to make the emergency plan work and so those are some of the strategies that we use, we use separate LLC use in many instances, we use trusts where that makes sense. It all depends on the situation.

Laurie Barkman:

You said something before we hit the record button about your philosophy on exit planning, and what it’s about. They said, it’s not about the money. It’s about people but it’s complicated because it is about money and ownership but why did you say that statement? Why is that your philosophy?

Don See:

Well, because so much of what goes on in the planning world is driven by taxes, and it’s all about the money and I’m not saying we don’t deal with that but I’m saying that we’ve discovered sometimes painfully, that the family dynamics and the most important part of the plan options that you’re going to consider and we very commonly develop emergency plans that direct a company, to the child or children who are already involved in the company who have been there for a couple of decades, who are capable of running it and then when the family says, but how do we treat the other children fairly, because they think this is nothing but a goldmine and our kids in the company know, it’s a lot of darn work and that’s where we develop. 

The second thing we’re kind of known for nationally, we’ve got several 100 clients in 46 states, we’ve been doing this a long time and one of the things we’re known for is developing plans for internal transfers of the company, to key employees and family members, with an emergency plan that guarantees that the spouse and the family trust are not going to own the company. It’s going to be sold to the people who can run it and we’re developing a plan right now, where later today, we are talking to a 41 year old woman who works in the company with her dad and it’s a very successful company and she has got three siblings, two of whom want nothing to do with the company, and one of whom isn’t willing to come and work but wishes he owned part of the company and we’re recommending a Buy Sell agreement between her and her father hosted in separate LLC, so that she doesn’t control his insurability if anything happens to he, and the explanation is, when your siblings look at you and say, “Well, you got the company,” you look right back at them and say, “Yeah, but I paid for it. I provided a buyer for dad that he didn’t have,” and they’ll never fully appreciate how much work it is to run that company but at least you can look at them with complete confidence and say, “They didn’t give me anything.”

Laurie Barkman:

Absolutely. That’s important. Back to the conversation about unexpected death. I recently had unfortunate news that one of my clients passed away and we were on the front end of the coaching and planning and his son is in the business. The father wanted to see him take over the names on the door, and the son would be second generation and we just never got that far. and the wife had reached out to me. I had not spoken with her before and she had asked me for my understanding on what were his intentions, so I presume that this will move forward amicably. I think it was not a biological mother, but somebody who was very much interested in her husband’s wishes, and seeing it through with the son but it’s an unfortunate situation, because just as you were illustrating, all of a sudden, now she owns the business she wasn’t working in it, she doesn’t know anything about it and she’s trying to figure out what to do and it’s so stressful on top of everything else.

Don See:

Well, I mean it’s just not the best time for you to be thinking about it. We recommend to our clients, we do a fair amount of what we call the state conservation, we’re not attorneys so we don’t call the state planning in case some attorney on the East Coast gets his nose out of giant, but because I’m here in the West, we all work together and everybody’s pulling their own weight and, frankly, we have an attorney, a very well known attorney locally who says I would rather introduce you to my clients before I design a plan, because you’ll spend four hours that I can’t build for asking them questions and listening to the answers. That’s really important.

Misty See Meschter:

I wish I had that experience that you had already. Yeah, where we just met somebody, or there were things in the family that were not resolved. Sometimes we don’t know what they are. We’re trying to learn the family culture, we’re trying to figure out who’s who. They’ve got some secrets, and they don’t want to share it with us, but the plan doesn’t get done. And every once in a while misty and I will look at each other and go, well, we’ll clean that up in the next generation. 

Laurie Barkman:

Because you can still get it right, there’s still time.

Don See:

Literally and because we do a lot of funded Buy Sell agreements the underwriting dynamic is always something we’re dealing with. We’re dealing many times with older people, they all have a medical history. We’re very adept at going out to the general market and finding the best insurability we can so we have a funded Buy Sell agreement between one generation and the next, and I got, we’re working with a family in California, we have been working with this family for seventeen years. The first level of the plan from one generation to the next didn’t get completed until about eight years ago and one of the reasons is that 10 years ago, we agreed on a plan. Father, very successful business two sons could not be more different, they actually had to create two separate companies for them, because they couldn’t work together and we went into this one happened to be where the corporation would redeem the stock and then he could select, which of the sons took over what percentage of the main company and I get a phone call. I had had insurability approved on him. He was in his 70s. It wasn’t cheap, but it was the only thing available and it was a preferred rate and I got a phone call one day and he said, “So can I take advantage of that offer today?” “I said, “What did you do?” “Well, I went in for my annual physical and I had an irregular EKG.” I said, “Guess what, buddy? The offer’s off the table. We’ll pick it up later,” and it took four years for him to become insurable again and that there is a there might be an urban legend but in the planning community, they talk about Nat King Cole. Nat King Cole had a very large estate, particularly in the days that he lived and had applied for a $2 million life insurance policy to pay state liquidity taxes and he didn’t accept it and so he died with that offer on the table. Some people wonder why his daughter worked so hard to build a singing career. She didn’t have a choice.

Laurie Barkman:

I never heard that story thanks for sharing that. That is a memorable, famous person and even at his standing, and all the advisors he probably had around him, he didn’t do it.

Don See:

To hit check on what Misty said earlier, in our world, the emergency plan is only more important than the strategic plan because you need to do that right now because you don’t control it. We need to start on that today and get it done as fast as we can and then you can forget about it and change it as circumstances change. That’s the other thing. In my training, your revocable trusts and generation-skipping strategies and many things that are used for families who have some assets. You can’t change them once you’ve done them. We don’t do that. I’ve always said to my clients, “I’ll start doing your revocable stuff when I started meeting with your revocable people,” but my people change and their families change and their needs change and then their goals change so virtually all the planning Misty and I do maintains flexibility and control for the client. The mutual client you refer to that we have, we have changed this plan five times because he started with a group of top managers that he wanted to have participate, because his little boys were way too young to consider and now we have one left of the original group, and the others have come and gone as the company has grown. Change is constant but the way we designed it, we can bring new people in and we can let people go.

Laurie Barkman:

Yeah, flexibility absolutely is important. Winding down here, I want to ask a question of both of you, Misty, this will go to you first. If there’s one question that you want a business owner to be thinking about as they listen to this episode and mulling it over in their mind. What is that one question?

Misty See Meschter:

I’m going to take yours. [Laughter]

Don See:

Sure, go ahead.

Don See:

“What happens to this if anything happens to me?” If they think they know the answer, prove it to themselves. Because many people will answer that question with “Oh, it’ll be okay. This is what will happen. My attorney, my wife, they’ll will elect a new president of the board,” and they spin into, “I’m not sure that’s best.” If they aren’t satisfied with the answer to that question, then they need a thoughtful proper succession plan.

Laurie Barkman:

You took Don’s answer. Don, do you have a different answer?

Don See:

No, that’s the best question.

Don See:

When I was training Misty, I encouraged her to invite old business owners, particularly men, I’m sorry, that’s just the way the world is, to say you are you are who I would be if I was pretty and if you go to these guys, and just tell them you want to become acquainted with them, you’re not going to sell them anything but you just want to find out how did you get started? What made this thing work, and invite them to breakfast? They’ll talk for two hours and then tell everybody what a wonderful conversationalist you are, they will pay for the breakfast and before you leave the table, look at him and say, “What happens to this thing, if anything happens to you?” And You into, very possibly, a client relationship in the future.

Laurie Barkman:

Yeah, it’s such an important question that people never don’t necessarily have the answers to. Listening to this today is kind of a great one-on-one on why we should take action now when time is on our side and we can create options for the future, something I say to clients all the time and it’s obviously a theme on this show that people have heard from me, but you’ve reinforced that over and over again in our time together. If people want to reach out to you and learn more, what’s a great way to get in touch?

Misty See Meschter:

Our phone number is 719-471-8320 and our website is – we have lots of information on there that we’ve written over the years – that’s www.passitoninc.com.

Laurie Barkman:

Of course, we’ll include that in the show notes as well. And I ask all of my guests, if they have something that inspires them, inspires for entrepreneurship or for your vocation. You’re passionate about so many things and we’ve heard that today. Is there a quote that you want to share back with us?

Don See:

Sure. Yeah. The one that I came up with when you asked us to think about it is we spend a lot of time solving problems for clients who come to us; pretty complex situations, and they want a simple solution. Oftentimes, in order to create the simplest solution, we almost have to make it a little more complex for him for a moment and I often think about I think it was Albert Einstein that said this, but he said that “No problem can be solved from the same level of consciousness that created it in the first place,” and so that’s where our creativity has to come into play.

I’ve heard it said that the solution to serious problems always creates new problems for which you don’t yet have the solution.

Laurie Barkman:

Flexibility in and of itself is part of it, right? It’s almost like Whack a Mole where one part is gonna keep popping up but you both have such wonderful expertise to love you shared your own succession story and how you’re guiding others to find theirs so thank you so much for joining me today, Don and Misty.

Misty See Meschter:

Thank you.

Don See:

Thanks for having us on the program, Laurie.

Laurie Barkman:Oh, absolutely. For all the listeners, thanks so much for tuning in. Be sure to subscribe to the show wherever you listen to podcasts and also check us out on YouTube. Be sure you get all of our episodes of Succession Stories in your proverbial inbox. Stay tuned for more stories from transition to transaction. Until next time, here’s to your success.

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