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): May 18, 2018
Welltower Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1-8923 | 34-1096634 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
4500 Dorr Street, Toledo, Ohio | 43615 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (419) 247-2800
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 | Other Events. |
On May 18, 2018, Welltower Inc., a Delaware corporation (the Company), filed with the Securities and Exchange Commission two prospectus supplements (the Prospectus Supplements) to the prospectus dated May 17, 2018, which was included in the Companys automatic shelf registration statement on Form S-3 (No. 333-225004) (The Base Prospectus). The Prospectus Supplements relate to (i) the registration and possible issuance of up to 620,731 shares of the Companys common stock, par value $1.00 per share (the DownREIT Shares), that may be issued from time to time if, and to the extent that, certain holders of Class A units (the DownREIT Units) of HCN G&L DownREIT, LLC, a Delaware limited liability company (the DownREIT), tender such DownREIT Units for redemption by the DownREIT, and HCN DownREIT Member, LLC, a majority-owned indirect subsidiary of the Company (including its permitted successors and assigns, the Managing Member), or a designated affiliate of the Managing Member, elects to assume the redemption obligations of the DownREIT and to satisfy all or a portion of the redemption consideration by issuing DownREIT Shares to the holders instead of or in addition to paying a cash amount; and (ii) the registration and possible issuance of up to 475,327 shares of the Companys common stock, par value $1.00 per share (the DownREIT II Shares, and collectively with the DownREIT Shares, the Shares), that may be issued from time to time if, and to the extent that, certain holders of Class A units (the DownREIT II Units, and collectively with the DownREIT Units, the Units) of HCN G&L DownREIT II LLC, a Delaware limited liability company (the DownREIT II), tender such DownREIT II Units for redemption by the DownREIT II, and the Managing Member, or a designated affiliate of the Managing Member, elects to assume the redemption obligations of the DownREIT II and to satisfy all or a portion of the redemption consideration by issuing DownREIT II Shares to the holders instead of or in addition to paying a cash amount.
Registration of the Shares as provided in the Prospectus Supplements does not necessarily mean that any of the holders of Units will exercise their redemption rights with respect to the Units or that the Managing Member will elect to assume the redemption obligations of the DownREIT and the DownREIT II and to satisfy all or a portion of the redemption consideration by issuing Shares to the holders instead of or in addition to paying a cash amount.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
5.1 | Opinion of Gibson, Dunn & Crutcher LLP | |
8.1 | Tax Opinion of Arnold & Porter Kaye Scholer LLP regarding the DownREIT Shares | |
8.2 | Tax Opinion of Arnold & Porter Kaye Scholer LLP regarding the DownREIT II Shares | |
23.1 | Consent of Gibson, Dunn & Crutcher LLP to the use of their opinion as exhibit to this Form 8-K is included in their opinion filed herewith as Exhibit 5.1 | |
23.2 | Consent of Arnold & Porter Kaye Scholer LLP to the use of their opinions as exhibits to this Form 8-K is included in their opinion filed herewith as Exhibits 8.1 and 8.2 |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 18, 2018 |
WELLTOWER INC. | |||||
By: | /s/ MATTHEW MCQUEEN | |||||
Name: | Matthew McQueen | |||||
Title: | Senior Vice President General Counsel & Corporate Secretary |
Exhibit 5.1
Client: 05505-00061
May 18, 2018
Welltower Inc.
4500 Dorr Street
Toledo, Ohio 43615
Re: Welltower Inc.
620,731 Shares of Common Stock
475,327 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Welltower Inc., a Delaware corporation (the Company), in connection with the preparation and filing with the Securities and Exchange Commission (the Commission) of the two Prospectus Supplements dated May 18, 2018 (the Prospectus Supplement) to the prospectus dated May 17, 2017 (the Prospectus), included in the Companys Registration Statement on Form S-3 (File No. 333-225004) (the Registration Statement), filed with the Commission under the Securities Act of 1933, as amended (the Securities Act), relating to, respectively, (i) the registration and possible issuance of up 630,731 shares of the Companys common stock, par value $1.00 per share (the DownREIT Shares) that may be issued from time to time if, and to the extent that, certain holders of Class A units (the DownREIT Units) of HCN G&L DownREIT, LLC, a Delaware limited liability company (the DownREIT), tender such Units for redemption by the DownREIT, and HCN DownREIT Member, LLC, a majority-owned indirect subsidiary of the Company (including its permitted successors and assigns, the Managing Member), or a designated affiliate of the Managing Member, elects to assume the redemption obligations of the DownREIT and to satisfy all or a portion of the redemption consideration by issuing the Shares to the holders instead of or in addition to paying a cash amount in accordance with the terms of the DownREITs Amended and Restated Limited Liability Company Agreement, dated September 26, 2014 (the DownREIT LLC Agreement) and (ii) the registration and possible issuance of up to 475,327 shares of the Companys common stock, par value $1.00 per share (the Down REIT II Shares, and collectively with the DownREIT I Shares, the Shares), that may be issued from time to time if, and to the extent that, certain holders of Class A units (the DownREIT II Units, and collectively with the DownREIT Units, the Units) of HCN G&L DownREIT II, LLC, a Delaware limited liability company (the DownREIT II), tender such Units for redemption by the DownREIT II, and the Managing Member or a designated affiliate of the Managing Member, elects to assume the redemption obligations of the DownREIT and to satisfy all or a portion of the redemption consideration by issuing the Shares to the holders instead of or in addition to paying a cash amount in accordance with the terms of the
Welltower Inc.
May 18, 2018
Page 2
DownREITs Amended and Restated Limited Liability Company Agreement, dated June 24, 2015 (the DownREIT II LLC Agreement, and collectively with the DownREIT LLC Agreement, the LLC Agreements).
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of forms of the LLC Agreement and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.
We have assumed without independent investigation that:
(i) at the time any Shares are issued pursuant to the Registration Statement (the Relevant Time), the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws;
(ii) all Shares will be issued and exchanged in the manner stated in the Registration Statement and the applicable prospectus supplement;
(iii) at the Relevant Time, all corporate or other action required to be taken by the Company to duly authorize each proposed issuance of Shares and any related documentation shall have been duly completed and shall remain in full force and effect; and
(iv) upon issuance of any Shares, the total number of shares of the Companys common stock or preferred stock issued and outstanding will not exceed the total number of shares of common stock or preferred stock, as applicable, that the Company is then authorized to issue under its certificate of incorporation and other relevant documents;
Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly reserved and authorized for issuance, and if, as and when issued in exchange for the Units as provided in the LLC Agreements, will be validly issued, fully paid and non-assessable.
Welltower Inc.
May 18, 2018
Page 3
The opinions expressed above are subject to the following exceptions, qualifications, limitations and assumptions:
A. We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and the United States of America. This opinion is limited to the effect of the current state of the laws of the State of New York and, the United States of America and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
B. We express no opinion regarding the Securities Act, the Securities Exchange Act of 1934, as amended, the Investment Company Act, or any other federal or state securities laws or regulations.
We consent to the filing of this opinion as an exhibit to the Companys Form 8-K to be filed with the Commission on May 19, 2018. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher, LLP
Exhibit 8.1
May 18, 2018
Welltower Inc.
4500 Dorr Street
Toledo, Ohio 43615
Ladies and Gentlemen:
We have acted as special tax counsel to Welltower Inc., a Delaware corporation (the Company), in connection with the prospectus supplement dated May 18, 2018 to the prospectus dated May 17, 2018 (collectively, the Prospectus) included in the Companys Registration Statement on Form S-3 (File No. 333-225004) (the Registration Statement) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration and potential issuance of up to 620,731 common shares of beneficial interest, par value $1.00 per share, of the Company (the Common Shares), that may be issued from time to time if, and to the extent that, certain holders of Class A Units of membership interests (the Units) in HCN G&L DownREIT LLC, a Delaware limited liability company (the DownREIT), tender such Units for redemption by the DownREIT, and HCN DownREIT Member, LLC, a majority-owned indirect subsidiary of the Company (including its permitted successors and assigns, the Managing Member), or a designated affiliate of the Managing Member, elects to assume the redemption obligations of the DownREIT and to satisfy all or a portion of the redemption consideration by issuing the Common Shares to the holders instead of or in addition to paying a cash amount. You have requested our opinion regarding certain U.S. federal income tax matters. Certain capitalized terms used herein without definition are as defined in the Registration Statement.
In giving this opinion, we have examined and relied upon originals or copies of the following documents:
| the Second Restated Certificate of Incorporation, as amended, of the Company; |
| the Fifth Amended and Restated By-Laws of the Company; |
Arnold & Porter Kaye Scholer LLP | ||
601 Massachusetts Ave., NW | Washington, DC 20001-3743 | www.arnoldporter.com |
Welltower Inc.
May 18, 2018
Page 2
| the Companys Annual Report on Form 10-K for the year ended December 31, 2017; |
| the Companys Current Report on Form 8-K filed on March 5, 2018; |
| the Registration Statement and the Prospectus; |
| the Companys and each REIT Subsidiarys 2016 federal income tax return; |
| a certificate (each an Officers Certificate) from each of the Company and certain subsidiaries of the Company that have also elected to be taxed as real estate investment trusts for federal income tax purposes (each, other than the Company, a REIT Subsidiary), dated on or about the date hereof and executed by a duly appointed officer, setting forth certain factual representations relating to the organization, operations and proposed operations of the Company, the REIT Subsidiaries and their respective subsidiaries; and |
| such other documents as we have deemed necessary or appropriate for purposes of this opinion. |
In connection with the opinions rendered below, we have assumed with your consent that:
1. Each of the documents referred to above has been duly authorized, executed and delivered; is authentic, if an original, or is accurate, if a copy; and has not been amended;
2. the Company, the REIT Subsidiaries and their respective subsidiaries, have operated and will operate, in a manner that has caused or will make, as the case may be, the factual representations relating to the ownership, operation, future method of operations, and compliance of the Company and the REIT Subsidiaries with the real estate investment trust (REIT) provisions of the Internal Revenue Code of 1986, as amended (the Code), and the Treasury Regulations (the Regulations) thereunder, as in effect as of the date hereof, contained in the Officers Certificates, true;
3. Neither the Company nor any REIT Subsidiary will make any amendments to its organizational documents after the date of this opinion that would affect its qualification as a REIT under sections 856-860 of the Code for any taxable year; and
4. No action will be taken by the Company or a REIT Subsidiary after the date hereof that would have the effect of altering the facts upon which the opinions set forth below are based.
Welltower Inc.
May 18, 2018
Page 3
In our capacity as special tax counsel to the Company, we have made such legal and factual examinations and inquiries as we have deemed necessary or appropriate for purposes of our opinions rendered below. For the purposes of rendering these opinions, we have not made an independent investigation of the facts set forth in any documents delivered to us, including, without limitation, the Officers Certificates. We have relied completely upon the Companys representations that the information presented in such documents accurately reflects all material facts. In the course of our representation of the Company, we have not been made aware of any facts inconsistent with such factual representations. In addition, where such factual representations involve terms defined or used in the Code, the Regulations, published rulings of the Internal Revenue Service or other relevant authority, we have explained such terms to the Companys representatives and are satisfied that the Companys representatives understand such terms and are capable of making such factual representations.
Based on the Code, Regulations, documents, assumptions and statements set forth above, the factual representations set forth in the Officers Certificates and our review of the discussion in the Prospectus under the caption U.S. Federal Income Tax Considerations of a Redemption of Class A Units and the discussion in the Companys Current Report on Form 8-K under the caption Material U.S. Federal Income Tax Considerations, which discussion is incorporated by reference in the Registration Statement and Prospectus, we are of the opinion that:
(a) the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT pursuant to sections 856 through 860 of the Code for its taxable years ended December 31, 2013 through December 31, 2017;
(b) the Companys organization and current and proposed method of operations, if continued, will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2018 and each taxable year thereafter; and
(c) the discussion contained under the caption U.S. Federal Income Tax Considerations of a Redemption of Class A Units in the Prospectus, and the discussion contained under the caption Material U.S. Federal Income Tax Considerations in the Companys Current Report on Form 8-K, each to the extent it constitutes matters of federal income tax law or legal conclusions relating thereto, is accurate in all material respects and presents fairly and accurately the material aspects of the federal income tax (i) treatment of the Company and (ii) considerations that are likely to be material to a holder of the Common Stock.
Welltower Inc.
May 18, 2018
Page 4
We will not review on a continuing basis either the Companys or any REIT Subsidiarys compliance with the documents or assumptions set forth above, or the factual representations set forth in the Officers Certificates. Accordingly, no assurance can be given that the actual results of the Companys operations for any given taxable year will satisfy the requirements for qualification and taxation as a REIT. In addition, the foregoing opinions do not foreclose the possibility that the Company may have to pay a deficiency dividend, or an excise or penalty tax, which could be significant in amount, in order to maintain its REIT qualification.
The foregoing opinions are based on current provisions of the Code and the Regulations, published administrative interpretations thereof and published court decisions and assume that none of these will change. No assurance, however, can be given that the law will not change in a way that will prevent the Company from qualifying as a REIT.
The foregoing opinions are limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. You must judge for yourselves whether the matters addressed in this opinion letter are sufficient for your purposes. This letter speaks only of this date, and we undertake no obligation to update the opinions expressed herein after the date of this letter.
We hereby consent to the filing of this opinion as an exhibit to Form 8-K to be filed with the Securities and Exchange Commission on or about the date hereof. In giving this consent, we do not acknowledge that we are in the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the U.S. Securities and Exchange Commission.
Very truly yours, |
/s/ ARNOLD & PORTER KAYE SCHOLER LLP |
Exhibit 8.2
May 18, 2018
Welltower Inc.
4500 Dorr Street
Toledo, Ohio 43615
Ladies and Gentlemen:
We have acted as special tax counsel to Welltower Inc., a Delaware corporation (the Company), in connection with the prospectus supplement dated May 18, 2018 to the prospectus dated May 17, 2018 (collectively, the Prospectus) included in the Companys Registration Statement on Form S-3 (File No. 333-225004) (the Registration Statement) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration and potential issuance of up to 475,327 common shares of beneficial interest, par value $1.00 per share, of the Company (the Common Shares), that may be issued from time to time if, and to the extent that, certain holders of Class A Units of membership interests (the Units) in HCN G&L DownREIT II, LLC, a Delaware limited liability company (the DownREIT), tender such Units for redemption by the DownREIT, and HCN DownREIT Member, LLC, a majority-owned indirect subsidiary of the Company (including its permitted successors and assigns, the Managing Member), or a designated affiliate of the Managing Member, elects to assume the redemption obligations of the DownREIT and to satisfy all or a portion of the redemption consideration by issuing the Common Shares to the holders instead of or in addition to paying a cash amount. You have requested our opinion regarding certain U.S. federal income tax matters. Certain capitalized terms used herein without definition are as defined in the Registration Statement.
In giving this opinion, we have examined and relied upon originals or copies of the following documents:
| the Second Restated Certificate of Incorporation, as amended, of the Company; |
| the Fifth Amended and Restated By-Laws of the Company; |
Arnold & Porter Kaye Scholer LLP | ||
601 Massachusetts Ave., NW | Washington, DC 20001-3743 | www.arnoldporter.com |
Welltower Inc.
May 18, 2018
Page 2
| the Companys Annual Report on Form 10-K for the year ended December 31, 2017; |
| the Companys Current Report on Form 8-K filed on March 5, 2018; |
| the Registration Statement and the Prospectus; |
| the Companys and each REIT Subsidiarys 2016 federal income tax return; |
| a certificate (each an Officers Certificate) from each of the Company and certain subsidiaries of the Company that have also elected to be taxed as real estate investment trusts for federal income tax purposes (each, other than the Company, a REIT Subsidiary), dated on or about the date hereof and executed by a duly appointed officer, setting forth certain factual representations relating to the organization, operations and proposed operations of the Company, the REIT Subsidiaries and their respective subsidiaries; and |
| such other documents as we have deemed necessary or appropriate for purposes of this opinion. |
In connection with the opinions rendered below, we have assumed with your consent that:
1. Each of the documents referred to above has been duly authorized, executed and delivered; is authentic, if an original, or is accurate, if a copy; and has not been amended;
2. the Company, the REIT Subsidiaries and their respective subsidiaries, have operated and will operate, in a manner that has caused or will make, as the case may be, the factual representations relating to the ownership, operation, future method of operations, and compliance of the Company and the REIT Subsidiaries with the real estate investment trust (REIT) provisions of the Internal Revenue Code of 1986, as amended (the Code), and the Treasury Regulations (the Regulations) thereunder, as in effect as of the date hereof, contained in the Officers Certificates, true;
3. Neither the Company nor any REIT Subsidiary will make any amendments to its organizational documents after the date of this opinion that would affect its qualification as a REIT under sections 856-860 of the Code for any taxable year; and
4. No action will be taken by the Company or a REIT Subsidiary after the date hereof that would have the effect of altering the facts upon which the opinions set forth below are based.
Welltower Inc.
May 18, 2018
Page 3
In our capacity as special tax counsel to the Company, we have made such legal and factual examinations and inquiries as we have deemed necessary or appropriate for purposes of our opinions rendered below. For the purposes of rendering these opinions, we have not made an independent investigation of the facts set forth in any documents delivered to us, including, without limitation, the Officers Certificates. We have relied completely upon the Companys representations that the information presented in such documents accurately reflects all material facts. In the course of our representation of the Company, we have not been made aware of any facts inconsistent with such factual representations. In addition, where such factual representations involve terms defined or used in the Code, the Regulations, published rulings of the Internal Revenue Service or other relevant authority, we have explained such terms to the Companys representatives and are satisfied that the Companys representatives understand such terms and are capable of making such factual representations.
Based on the Code, Regulations, documents, assumptions and statements set forth above, the factual representations set forth in the Officers Certificates and our review of the discussion in the Prospectus under the caption U.S. Federal Income Tax Considerations of a Redemption of Class A Units and the discussion in the Companys Current Report on Form 8-K under the caption Material U.S. Federal Income Tax Considerations, which discussion is incorporated by reference in the Registration Statement and Prospectus, we are of the opinion that:
(a) the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT pursuant to sections 856 through 860 of the Code for its taxable years ended December 31, 2013 through December 31, 2017;
(b) the Companys organization and current and proposed method of operations, if continued, will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2018 and each taxable year thereafter; and
(c) the discussion contained under the caption U.S. Federal Income Tax Considerations of a Redemption of Class A Units in the Prospectus, and the discussion contained under the caption Material U.S. Federal Income Tax Considerations in the Companys Current Report on Form 8-K, each to the extent it constitutes matters of federal income tax law or legal conclusions relating thereto, is accurate in all material respects and presents fairly and accurately the material aspects of the federal income tax (i) treatment of the Company and (ii) considerations that are likely to be material to a holder of the Common Stock.
Welltower Inc.
May 18, 2018
Page 4
We will not review on a continuing basis either the Companys or any REIT Subsidiarys compliance with the documents or assumptions set forth above, or the factual representations set forth in the Officers Certificates. Accordingly, no assurance can be given that the actual results of the Companys operations for any given taxable year will satisfy the requirements for qualification and taxation as a REIT. In addition, the foregoing opinions do not foreclose the possibility that the Company may have to pay a deficiency dividend, or an excise or penalty tax, which could be significant in amount, in order to maintain its REIT qualification.
The foregoing opinions are based on current provisions of the Code and the Regulations, published administrative interpretations thereof and published court decisions and assume that none of these will change. No assurance, however, can be given that the law will not change in a way that will prevent the Company from qualifying as a REIT.
The foregoing opinions are limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. You must judge for yourselves whether the matters addressed in this opinion letter are sufficient for your purposes. This letter speaks only of this date, and we undertake no obligation to update the opinions expressed herein after the date of this letter.
We hereby consent to the filing of this opinion as an exhibit to Form 8-K to be filed with the Securities and Exchange Commission on or about the date hereof. In giving this consent, we do not acknowledge that we are in the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the U.S. Securities and Exchange Commission.
Very truly yours,
/s/ ARNOLD & PORTER KAYE SCHOLER LLP
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