-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V0EGTPMzfYoT2QI1DWBHagHnEINGk4xlwyj84auBXxvGkM4LqOB3l2ux6uK713Ub IQ99ywisbawXl1uBYMm+vg== 0000950123-09-043298.txt : 20090915 0000950123-09-043298.hdr.sgml : 20090915 20090915155730 ACCESSION NUMBER: 0000950123-09-043298 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090915 DATE AS OF CHANGE: 20090915 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Resolute Energy Corp CENTRAL INDEX KEY: 0001469510 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 333-161076 FILM NUMBER: 091070013 BUSINESS ADDRESS: STREET 1: 1675 BROADWAY STREET 2: SUITE 1950 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-573-4886 MAIL ADDRESS: STREET 1: 1675 BROADWAY STREET 2: SUITE 1950 CITY: DENVER STATE: CO ZIP: 80202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hicks Acquisition CO I Inc. CENTRAL INDEX KEY: 0001402175 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 208521842 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 100 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214.615.2222 MAIL ADDRESS: STREET 1: 100 CRESCENT COURT STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 425 1 d69131e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 9, 2009
 
HICKS ACQUISITION COMPANY I, INC.
(Exact Name of Registrant as Specified in Charter)
         
Delaware   001-33704   20-8521842
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer
incorporation)       Identification Number)
     
100 Crescent Court, Suite 1200    
Dallas, TX   75201
(Address of principal   (Zip code)
executive offices)    
(214) 615-2300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
     Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
þ   Written communications pursuant to Rule 425 under the Securities Act
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
 

 


 

Item 1.01   Entry into Material Definitive Agreement.
     On September 15, 2009, Hicks Acquisition Company I, Inc., a Delaware corporation (the “Company”), announced the execution of a Letter Agreement, dated September 9, 2009, by and among the Company, Resolute Holdings Sub, LLC (“Seller”), Resolute Energy Corporation, a wholly-owned subsidiary of Seller (“Resolute”), Resolute Subsidiary Corporation, Resolute Aneth, LLC, Resolute Holdings, LLC, HH-HACI, L.P. (the “Founder”), William H. Cunningham, William A. Montgomery, Brian Mulroney, and William F. Quinn (the “Letter Agreement”). The Letter Agreement amends that certain Purchase and IPO Reorganization Agreement, dated as of August 2, 2009 (the “Acquisition Agreement”), by and among the Company, Seller, Resolute, Resolute Subsidiary Corporation, Resolute Aneth, LLC, Resolute Holdings, LLC and the Founder, pursuant to which the Company’s stockholders will acquire a majority of the outstanding shares of capital stock of Resolute (the “Acquisition”). The full text of the Acquisition Agreement is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2009 and incorporated herein by reference.
     The Letter Agreement provides that if the Company obtains stockholder approval for the Acquisition and the related amendments of its certificate of incorporation by September 28, 2009, then neither the Company nor Seller shall exercise its rights to terminate the Acquisition Agreement under Section 9.1(a)(iv) of the Acquisition Agreement unless the Acquisition has not closed by October 6, 2009. The Letter Agreement also reallocates certain forfeited shares and warrants and certain restricted earnout shares amongst the Founder, Mr. Cunningham, Mr. Montgomery, Mr. Mulroney, and Mr. Quinn.
     The Letter Agreement attached as Exhibit 2.1 hereto is incorporated herein by reference. The foregoing description of the Letter Agreement, the Acquisition Agreement, and the transactions contemplated therein does not purport to be complete and is qualified in its entirety by reference to such document.
Item 8.01   Other Events.
     On September 15, 2009, the Company announced that the Registration Statement on Form S-4 filed by Resolute relating to the Acquisition, as amended by Amendment No. 4 thereto (the “Registration Statement”) was declared effective by the SEC on September 14, 2009. The Company’s proxy statement, included as part of the Registration Statement, is in the process of being mailed to the Company’s stockholders and warrantholders as of the applicable record dates.
     On September 15, 2009, the Company announced the postponement of the Company’s special meetings of warrantholders and stockholders that were scheduled to be held on September 22, 2009. The special meeting of warrantholders will be held at 10:00 a.m., Central Daylight time, on September 24, 2009, at the offices of Akin Gump Strauss Hauer & Feld, LLP, 1700 Pacific Avenue, 39th Floor, Dallas, Texas, 75201, to be immediately followed by the special meeting of stockholders at 10:30 a.m., Central Daylight time at the same location. The special meetings were postponed in order to provide the Company’s warrantholders and stockholders additional time to review proxy materials.
     In connection with a closing of the Acquisition, it is intended that a Form 25 would be filed with the SEC in order to delist the Company’s securities from NYSE Amex and under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). In addition, in connection with any closing, the Company would expect to file a Form 15 with the SEC to suspend any of its remaining reporting obligations under the Exchange Act. Resolute is applying to list the common stock and warrants that the Company’s securities would convert into upon any closing of the Acquisition on the New York Stock Exchange.
     On September 15, 2009, the Company issued a press release with respect to it entering into the Letter Agreement, the effectiveness of the Registration Statement, the postponement of its special meetings of warrantholders and stockholders, and the intention to file a Form 25. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01   Financial Statements and Exhibits.
(d) Exhibits.

 


 

     
Exhibit    
Number   Exhibit
2.1*  
Letter Agreement, dated September 9, 2009, by and among Hicks Acquisition Company I, Inc., Resolute Energy Corporation, Resolute Subsidiary Corporation, Resolute Aneth, LLC, Resolute Holdings, LLC, Resolute Holdings Sub, LLC, HH-HACI, L.P., William H. Cunningham, William A. Montgomery, Brian Mulroney, and William F. Quinn.
99.1*  
Press Release, dated September 15, 2009.
 
*   Filed herewith.

 


 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
         
Dated: September 15, 2009  Hicks Acquisition Company I, Inc.
 
 
  By:   /s/ Joseph B. Armes    
    Joseph B. Armes   
    President, Chief Executive Officer
and Chief Financial Officer 
 

 


 

         
EXHIBIT INDEX
     
Exhibit    
Number   Exhibit
2.1*  
Letter Agreement, dated September 9, 2009, by and among Hicks Acquisition Company I, Inc., Resolute Energy Corporation, Resolute Subsidiary Corporation, Resolute Aneth, LLC, Resolute Holdings, LLC, Resolute Holdings Sub, LLC, HH-HACI, L.P., William H. Cunningham, William A. Montgomery, Brian Mulroney, and William F. Quinn.
99.1*  
Press Release, dated September 15, 2009.
 
*   Filed herewith.

 

EX-2.1 2 d69131exv2w1.htm EX-2.1 exv2w1
Exhibit 2.1
Hicks Acquisition Company I, Inc.
100 Crescent Court, Suite 1200
Dallas, Texas 75201
Fax: (214)615-2236
September 9, 2009
Resolute Holdings, LLC
Resolute Holdings Sub, LLC
Attn: James M. Piccone
1675 Broadway St.
Denver, Colorado 80202
     Re: Purchase and IPO Reorganization Agreement
     Reference is made to that certain Purchase and IPO Reorganization Agreement (the “Acquisition Agreement”), dated as of August 2, 2009, by and among Hicks Acquisition Company I, Inc. (“Buyer”), Resolute Holdings, LLC, Resolute Holdings Sub, LLC (“Seller”), Resolute Aneth, LLC, Resolute Energy Corporation (“IPO Corp.”), Resolute Subsidiary Corporation (“Merger Sub”), and HH-HACI, L.P. (“Founder”). Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Acquisition Agreement. The undersigned hereby agree as follows:
     Neither Seller nor Buyer shall exercise their rights under Section 9.1(a)(iv) of the Acquisition Agreement at any time prior to October 6, 2009 if the Buyer Stockholder Approval shall have been obtained and the Charter Amendment shall have become effective and in such case, the parties won’t exercise their rights under Section 9.1(a)(iv) of the Acquisition Agreement unless the Closing shall not have occurred by October 6, 2009.
     Notwithstanding Sections 1.5(b), 1.5(c) and 1.6(b) of the Acquisition Agreement requiring (i) the cancellation and forfeiture of 7,335,000 shares of Buyer Common Stock and 4,600,000 Founder’s Warrants held by Founder and (ii) the restriction of 1,865,000 shares of IPO Corp. Common Stock receivable in the Merger in exchange for 1,865,000 shares of Buyer Common Stock held by Founder, the parties hereto hereby acknowledge and agree that such cancellation and forfeiture and such restriction shall be allocated pro rata among Founder and each of Buyer’s independent directors, as reflected on Schedule I hereto.
     The parties hereto acknowledge and agree that except as modified herein, the Acquisition Agreement remains in full force and effect. Please acknowledge your agreement to these terms by signing and returning this letter to the undersigned at the address listed above.
         
  HICKS ACQUISITION COMPANY I, INC.
 
 
  By:   /s/ Joseph B. Armes    
  Name:   Joseph B. Armes   
  Title:   President, Chief Executive Officer and Chief  
     Financial Officer   
 

 


 

                 
Agreed to and Acknowledged:            
 
               
RESOLUTE ENERGY CORPORATION       RESOLUTE SUBSIDIARY CORPORATION
 
               
By:
  /s/ James M. Piccone       By:   /s/ James M. Piccone
 
               
Name:
  James M. Piccone       Name:   James M. Piccone
 
               
Title:
  President       Title:   President
 
               
 
               
Date:
  9/9/09       Date:   9/9/09
 
               
 
               
RESOLUTE ANETH, LLC       RESOLUTE HOLDINGS SUB, LLC
 
               
By:
  /s/ James M. Piccone       By:   /s/ James M. Piccone
 
               
Name:
  James M. Piccone       Name:   James M. Piccone
 
               
Title:
  President       Title:   President
 
               
 
               
Date:
  9/9/09       Date:   9/9/09
 
               
 
               
RESOLUTE HOLDINGS, LLC            
 
               
By:
  /s/ James M. Piccone            
 
               
Name:
  James M. Piccone            
 
               
Title:
  President            
 
               
 
               
Date:
  9/9/09            
 
               

 


 

                 
HH-HACI, L.P.            
 
               
By:
  HH-HACI GP LLC,
its general partner
           
 
               
By:
  /s/ Joseph B. Armes            
 
               
Name:
  Joseph B. Armes            
 
               
Title:
               
 
               
 
               
Date:
  9/9/09            
 
               
Agreed to and Acknowledged, Solely with Respect
to Sections 1.5(b), 1.5(c) and 1.6(b) of the
Acquisition Agreement, as modified by this Letter:
 
/s/ William H. Cunningham
 
William H. Cunningham
 
/s/ William A. Montgomery
 
William A. Montgomery
 
/s/ Brian Mulroney
 
Brian Mulroney
 
/s/ William F. Quinn
 
William F. Quinn
Purchase and IPO Reorganization Agreement
Letter Agreement
Signature Page

 


 

Schedule I
                                         
    Forfeited Common Stock and Warrants / Earnout Shares
    Pre-Closing   Forfeited           Pre-Closing   Forfeited
    Buyer   Buyer Common   Earnout Shares   Founder's   Founder’s
Holder   Common Stock   Stock       Warrants   Warrants
HH-HACI, L.P.
    13,524,000       7,188,300       1,827,700       13,524,000       4,508,000  
William H. Cunningham
    69,000       36,675       9,325       69,000       23,000  
William A. Montgomery
    69,000       36,675       9,325       69,000       23,000  
Brian Mulroney
    69,000       36,675       9,325       69,000       23,000  
William F. Quinn
    69,000       36,675       9,325       69,000       23,000  
 
                                       
Total
    13,800,000       7,335,000       1,865,000       13,800,000       4,600,000  
                                         
    Pre and Post-Closing Ownership in Resolute Energy Corporation (“IPO Corp.”)
    Pre-Closing   Post-Closing1
    Buyer   Buyer   IPO Corp.   IPO Corp.   IPO Corp.
Holder   Common Stock   Founder’s Warrants   Common Stock   Earnout Shares   Founders Warrants
HH-HACI, L.P.
    13,524,000       13,524,000       4,508,000       1,827,700       9,016,000  
William H. Cunningham
    69,000       69,000       23,000       9,325       46,000  
William A. Montgomery
    69,000       69,000       23,000       9,325       46,000  
Brian Mulroney
    69,000       69,000       23,000       9,325       46,000  
William F. Quinn
    69,000       69,000       23,000       9,325       46,000  
 
1   Post-Closing numbers assume none of the holders purchase additional shares of HACI common stock or warrants (in addition to the shares of HACI common stock or warrants issued in connection with the initial public offering of HACI).

 

EX-99.1 3 d69131exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
HICKS ACQUISITION COMPANY I, INC.
ANNOUNCES EFFECTIVENESS OF REGISTRATION STATEMENT,
POSTPONES DATE OF SPECIAL MEETING,
ENTERS LETTER AGREEMENT AND
ANNOUNCES INTENTION TO FILE FORM 25
Dallas, Texas — September 15, 2009 — Hicks Acquisition Company I, Inc. (AMEX: TOH) (the “Company”), a special purpose acquisition company founded and headed by Thomas O. Hicks, announced today that it entered into a Letter Agreement, dated September 9, 2009, by and among the Company, Resolute Holdings Sub, LLC (“Seller”), Resolute Energy Corporation, a wholly-owned subsidiary of Seller (“Resolute”), Resolute Subsidiary Corporation, Resolute Aneth, LLC, Resolute Holdings, LLC, HH-HACI, L.P. (the “Founder”), William H. Cunningham, William A. Montgomery, Brian Mulroney, and William F. Quinn (the “Letter Agreement”). The Letter Agreement amends that certain Purchase and IPO Reorganization Agreement, dated as of August 2, 2009 (the “Acquisition Agreement”), by and among the Company, Seller, Resolute, Resolute Subsidiary Corporation, Resolute Aneth, LLC, Resolute Holdings, LLC and the Founder, pursuant to which the Company’s stockholders will acquire a majority of the outstanding shares of capital stock of Resolute (the “Acquisition”).
The Letter Agreement provides that if the Company obtains stockholder approval for the Acquisition and the related amendments of its certificate of incorporation by September 28, 2009, then neither the Company nor Seller shall exercise its rights to terminate the Acquisition Agreement under Section 9.1(a)(iv) of the Acquisition Agreement unless the Acquisition has not closed by October 6, 2009, which effectively extends the drop dead date from September 29, 2009 to October 6, 2009 in the event that stockholder approval is obtained. The Letter Agreement also reallocates certain forfeited shares and warrants and certain restricted earnout shares amongst the Founder, Mr. Cunningham, Mr. Montgomery, Mr. Mulroney, and Mr. Quinn.
The Company announced today that the Registration Statement on Form S-4 filed by Resolute relating to the Acquisition as amended by Amendment No. 4 thereto (the “Registration Statement”) was declared effective by the Securities and Exchange Commission (the “SEC”) on September 14, 2009. The Company’s proxy statement, included as part of the Registration Statement, is in the process of being mailed to the Company’s stockholders and warrantholders as of the applicable record dates.
The Company also announced today the postponement of the Company’s special meetings of warrantholders and stockholders that were scheduled to be held on September 22, 2009. The special meeting of warrantholders will be held at 10:00 a.m., Central Daylight time, on September 24, 2009, at the offices of Akin Gump Strauss

1


 

Hauer & Feld, LLP, 1700 Pacific Avenue, 39th Floor, Dallas, Texas, 75201, to be immediately followed by the special meeting of stockholders at 10:30 a.m., Central Daylight time at the same location. At the special meeting, warrantholders and stockholders will vote on several proposals related to the Acquisition. The special meetings were postponed in order to provide the Company’s warrantholders and stockholders additional time to review proxy materials.
In connection with a closing of the Acquisition, it is intended that a Form 25 would be filed with the SEC in order to delist the Company’s securities from NYSE Amex and under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). In addition, in connection with any closing, the Company would expect to file a Form 15 with the SEC to suspend any of its remaining reporting obligations under the Exchange Act. Resolute is applying to list the common stock and warrants that the Company’s securities would convert into upon any closing of the Acquisition on the New York Stock Exchange.
ABOUT HICKS ACQUISITION COMPANY I, INC.
The Company is a special purpose acquisition company, launched in October 2007 in an initial public offering that was, with $552 million of gross proceeds, the largest SPAC IPO completed at that time. Founded by Thomas O. Hicks, the Company was formed for the purpose of acquiring, or acquiring control of, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, one or more businesses or assets. It currently has no operating businesses.
ABOUT RESOLUTE NATURAL RESOURCES COMPANY
Resolute is an independent oil and gas company engaged in the acquisition, exploitation and development of oil and gas properties. The company operates producing properties in Utah and Wyoming. In addition, Resolute owns exploration properties in Wyoming and Alabama.
NOT A PROXY STATEMENT
This press release is not a proxy statement or a solicitation of proxies from the holders of the Company’s securities and does not constitute an offer of any securities of the Company or Resolute for sale. Any solicitation of proxies will be made only by the definitive proxy statement/prospectus that is being mailed to all stockholders and warrantholders who held such securities as of the applicable record date. Interested investors and security holders are urged to read the definitive proxy statement/prospectus and appendices thereto because they contain important information about the Company, Resolute and the proposals to be presented at the special meetings.
PARTICIPANTS IN THE SOLICITATION
The Company, Resolute, and their respective directors and officers may be deemed participants in the solicitation of proxies to the Company’s stockholders with respect to the Acquisition. A list of the names of those directors and officers and a description of their interests in the Acquisition is contained in the proxy statement/prospectus regarding the Acquisition, which is included as part of the Registration Statement on Form S-4 (File No. 333-161076) of Resolute, as amended. The Company’s stockholders may obtain additional information about the interests of the directors and officers of the Company

2


 

and Resolute in the Acquisition by reading any other materials to be filed with the SEC regarding the Acquisition when such information becomes available.
IMPORTANT ADDITIONAL INFORMATION REGARDING THE ACQUISITION WILL BE FILED WITH THE SEC
In connection with the Acquisition, the Company and Resolute have filed the Registration Statement. The Registration Statement includes a proxy statement/prospectus which is being sent to securityholders of the Company seeking their approval of the Acquisition and other related matters. The Company and Resolute may file other relevant documents concerning the Acquisition with the SEC. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE ACQUISITION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, RESOLUTE AND THE ACQUISITION. Investors and security holders may obtain copies of these documents free of charge at the website maintained by the SEC at www.sec.gov. The Company’s stockholders and warrantholders are advised to read the definitive proxy statement/prospectus and other documents filed with the SEC in connection with the solicitation of proxies for the special meetings because these documents contain important information. Investors may also obtain these documents, free of charge, by directing a request to the Company at 100 Crescent Court, Suite 1200, Dallas, TX 75201 or by contacting the Company at (214) 615-2300. The definitive proxy statement/prospectus can also be obtained, without charge, at the SEC’s website at http://www.sec.gov.
FORWARD LOOKING STATEMENTS
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “poised”, “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this presentation include matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this press release. Such risk factors include, among others: uncertainties as to the timing of the transaction, approval of the transaction by the Company’s stockholders; the satisfaction of other closing conditions to the transaction, including the receipt of any required regulatory approvals; the approval of the charter amendments by the Company’s stockholders and the warrant amendment by the Company’s warrantholders; costs related to the transaction; the volatility of oil and gas prices; discovery, estimation, development and replacement of oil and gas reserves; the future cash flow, liquidity and financial position of Resolute; the success of the business and financial strategy, hedging strategies and plans of Resolute; the amount, nature and timing of capital expenditures of Resolute, including future development costs; availability and terms of capital; the effectiveness of Resolute’s CO2 flood program; the timing and amount of future production of oil and gas; availability of drilling and

3


 

production equipment; operating costs and other expenses of Resolute; the success of prospect development and property acquisition of Resolute; the success of Resolute in marketing oil and gas; competition in the oil and gas industry; Resolute’s relationship with the Navajo Nation and Navajo Nation Oil and Gas, as well as the timing of when certain purchase rights held by Navajo Nation Oil and Gas become exercisable; the impact of weather and the occurrence of disasters, such as fires, floods and other events and natural disasters; government regulation of the oil and gas industry; developments in oil-producing and gas-producing countries; the success of strategic plans, expectations and objectives for future operations of Resolute. Actual results may differ materially from those contained in the forward-looking statements in this press release. The Company and Resolute undertake no obligation and do not intend to update these forward-looking statements to reflect events or circumstances occurring after the date of this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement.
Contacts:
Sloane & Company
Josh Hochberg or Nevin Reilly
212-486-9500

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