Mergers Workshop May 19, 2022 - Martin Luther King Library Washington, DC - American Bar Association
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Mergers May 19, 2022
Martin Luther King Library
Workshop
Washington, DC
Co-chairs:
Debbie Feinstein
Barry Nigro
1
D E A R CO LLE AG U E S
T he American Bar Association Antitrust Law Section invites you to join us in Washington,
DC on May 19, 2022, for the Section’s Fifth Merger Practice Workshop. This one-day
workshop will provide antitrust practitioners and government enforcers an immersive
experience, covering all aspects of merger review, from deal inception to conclusion.
Our faculty of government enforcers, corporate counsel, and accomplished practitioners will
use entertaining demonstrations to present a comprehensive and critical look at the lifecycle of the
merger review process. The scenarios will include:
• Strategy sessions among antitrust counsel
• The initial pitch to US antitrust enforcers
• Internal conferences among agency staff
• Meetings to develop economic evidence, customer support, and documentary evidence
• A front office presentation with a “hot bench”
• An internal decisional meeting among staff and the front office
• Attendees will receive model materials, including iterations of a merger agreement
• Item 4 documents, illustrative hot documents, and advocacy presentations.
Using interactive voting technology, you, the audience, will make the final decision about the
fate of the transaction before enjoying a networking reception at the Workshop’s conclusion.
The Merger Practice Workshop represents a unique learning experience alongside an
opportunity to engage with government enforcers, in-house counsel, and top practitioners. This
conference has consistently benefited those who are less experienced with the merger review
process while also providing numerous high-level insights for more seasoned merger lawyers.
We look forward to seeing you in Washington DC!
DEBORAH L. FEINSTEIN BERNARD A. NIGRO JR. JONATHAN I. GLEKLEN
Conference Co-Chair Conference Co-Chair Section Chair
Arnold & Porter Kay Fried Frank Harris Shriver Arnold & Porter Kay
Scholer LLP & Jacobson LLP Scholer LLP
2
THURSDAY, MAY 19
7:45AM – 5:00PM
REGISTRATION
8:15 – 8:30AM
WELCOME REMARKS AND INTRODUCTION
Speakers:
• Chair, Antitrust Law Section: Jonathan I. GLEKLEN, Arnold & Porter Kaye Scholer
LLP, Washington, DC
• Conference Co-Chair: Deborah L. FEINSTEIN, Arnold & Porter Kaye Scholer LLP,
Washington, DC
• Conference Co-Chair: Bernard A. NIGRO, Fried Frank Harris Shriver & Jacobson
LLP, Washington, DC
8:30 – 9:45AM
DEMONSTRATION I: INITIAL COUNSELING, SIGNING, AND REGULATORY
PLANNING
Scene 1: Initial Meeting with Buyer’s U.S. Antitrust Counsel to Discuss Deal
Structure, the Industry, and the U.S. and Non-U.S. Antitrust, Consumer Protection
and Privacy Issues
Speakers:
• CEO for Buyer: Aleksandr B. LIVSHITS, Fried Frank Harris Shriver & Jacobson LLP,
New York, NY
• In-House Counsel for Buyer: M. Brinkley TAPPAN, Assistant Vice President & Senior
Legal Counsel, AT&T, Washington, DC
• U.S. Antitrust Counsel for Buyer: Kevin HAHM, Hunton Andrews Kurth,
Washington, DC
• U.S. Consumer Protection Counsel for Buyer: Alysa HUTNIK, Kelley Drye & Warren
LLP, Washington, DC
Scene 2: Initial Meeting with Seller’s U.S. Counsel to Discuss Risk Allocation, the
U.S. and Non-U.S. Regulatory Issues, and “Gun-Jumping”
Speakers:
• In-house Counsel for Seller: Jesús ALVARADO-RIVERA, Global Director-Antitrust,
ABA In-Bev, New York, NY
• U.S. Antitrust Counsel for Seller: Sonia K. PFAFFENROTH, Arnold & Porter Kaye
Scholer LLP, Washington DC
• U.S. Consumer Protection Counsel for Seller: Daniel KAUFMAN, Baker & Hostetler
LLP, Washington, DC
Scene 3: Meeting Among Parties’ Counsel to Discuss the Competition Notifications,
“Hot Document” Issues, and Advocacy Strategy
Speakers:
• U.S. Antitrust Counsel for Buyer: Kevin HAHM, Hunton Andrews Kurth,
Washington, DC
• U.S. Consumer Protection Counsel for Buyer: Alysa HUTNIK, Kelley Drye & Warren
LLP, Washington, DC
• U.S. Antitrust Counsel for Seller: Sonia K. PFAFFENROTH, Arnold & Porter Kaye
Scholer LLP, Washington DC
• U.S. Consumer Protection Counsel for Seller: Daniel KAUFMAN, Baker & Hostetler
LLP, Washington, DC
3
9:45 – 10:00AM
BREAK
10:00 – 11:15AM
DEMONSTRATION II: INITIAL HSR WAITING PERIOD
Scene 1: Internal Agency Meeting to Discuss HSR Filing, Item 4 Documents, and
Clearance to Open an Investigation
Speakers:
• Premerger Notification Staff: Suzanne MORRIS, Chief, Premerger and Division
Statistics Unit, U.S. Department of Justice, Antitrust Division, Washington, DC
• Agency Staff: Kathleen S. O’NEILL, Senior Director of Investigations and Litigation,
U.S. Department of Justice, Antitrust Division, Washington, DC
Scene 2: Initial Meeting with Agency Staff to Defend the Transaction and Present
Efficien-cies
Speakers:
• Agency Staff: Kathleen S. O’NEILL, Senior Director of Investigations and Litigation,
U.S. Department of Justice, Antitrust Division, Washington, DC
• In-House Counsel for Buyer: M. Brinkley TAPPAN, Assistant Vice President & Senior
Legal Counsel, AT&T, Washington, DC
• In-house Counsel for Seller: Jesús ALVARADO-RIVERA, Global Director-Antitrust,
AB In-Bev, New York, NY
• U.S. Antitrust Counsel for Buyer: Kevin HAHM, Hunton Andrews Kurth,
Washington, DC
• U.S. Antitrust Counsel for Seller: Sonia K. PFAFFENROTH, Arnold & Porter Kaye
Scholer LLP, Washington DC
Scene 3: Internal Agency Meeting to Discuss Whether to Issue a Second Request;
Confer with State Antitrust Chief
Speakers:
• Agency Manager: Henry SU, Bradley Arant Boult Cummings LLP, Washington DC
• Agency Staff: Kathleen S. O’NEILL, Senior Director of Investigations and Litigation,
U.S. Department of Justice, Antitrust Division, Washington, DC
• State Antitrust Chief: Gwendolyn COOLEY, NAAG Antitrust Task Force Chair and
Assistant Attorney General, Office of the Attorney General, Madison, WI
11:15AM – NOON
MORNING SESSIONS DEBRIEF - BEST PRACTICES AND COMMON
PITFALLS
Wrap-Up Panel Discussion of Morning Sessions.
Moderators:
• Deborah L. FEINSTEIN, Arnold & Porter Kaye Scholer LLP, Washington, DC
• Bernard A. NIGRO, Fried Frank Harris Shriver & Jacobson LLP, Washington, DC
Speakers:
• Jennifer MILICI, WilmerHale, Washington, DC
NOON – 12:30PM
LUNCH
4
12:30 – 2:00PM
DEMONSTRATION III: SECOND REQUEST COMPLIANCE AND EC
INVESTIGATION
Scene 1: Party Meeting to Discuss Second Request Compliance, Advocacy Strategy,
Engage-ment of Economists and EC Counsel
Speakers:
• In-House Counsel for Buyer: M. Brinkley TAPPAN, Assistant Vice President & Senior
Legal Counsel, AT&T, Washington, DC
• In-house Counsel for Seller: Jesús ALVARADO-RIVERA, Global Director-Antitrust,
AB In-Bev, New York, NY
• U.S. Antitrust Counsel for Buyer: Kevin HAHM, Hunton Andrews Kurth,
Washington, DC
• U.S. Antitrust Counsel for Seller: Sonia K. PFAFFENROTH, Arnold & Porter Kaye
Scholer LLP, Washington DC
Scene 2: Meeting Among Parties and Economist to Discuss Economic Evidence and
Customer and Documentary Evidence
Speakers:
• Parties’ Economist: Antara DUTTA, Principal Economist, Amazon, Washington, DC
• U.S. Antitrust Counsel for Buyer: Kevin HAHM, Hunton Andrews Kurth,
Washington, DC
• U.S. Antitrust Counsel for Seller: Sonia K. PFAFFENROTH, Arnold & Porter Kaye
Scholer LLP, Washington DC
Scene 3: US and EC Counsel Meeting to Discuss Process, Strategy, and Remedies
Differences
Speakers:
• Parties EC Counsel: Carles ESTEVA MOSSO, Latham & Watkins LLP, Brussels
• U.S. Antitrust Counsel for Buyer: Kevin HAHM, Hunton Andrews Kurth,
Washington, DC
• U.S. Antitrust Counsel for Seller: Sonia K. PFAFFENROTH, Arnold & Porter Kaye
Scholer LLP, Washington DC
5
•
2:00 - 3:30PM
DEMONSTRATION IV: AGENCY FRONT OFFICE ADVOCACY,
LITIGATION, AND REMEDY
Scene 1: Meeting with Agency Staff to Address Competitive Concerns and
Hot Documents
Scene 2: Internal Agency Meeting Among Staff, Managers, and Front Office
Regarding Recommendation on Whether to Challenge The Deal, Ongoing EC and
State Investigations, [and Possible Criminal No Poach Referral]
Scene 3: Meeting with Front Office and State Antitrust Chief to Address
Competitive Concerns
Scene 4: Meeting with Front Office and State Antitrust Chief to Pitch Remedy Package
Speakers:
• Agency Front Office: Jennifer MILICI, WilmerHale, Washington, DC
• Agency Staff: Kathleen S. O’NEILL, Senior Director of Investigations and Litigation,
U.S. Department of Justice, Antitrust Division, Washington, DC
• CEO for Buyer: Aleksandr B. LIVSHITS, Fried Frank Harris Shriver & Jacobson LLP,
New York, NY
• Divestiture Buyer’s Private Equity Owner: William RINNER, Senior Regulatory
Counsel, Apollo Global Management Inc., New York, NY
• In-House Counsel for Buyer: M. Brinkley TAPPAN, Assistant Vice President & Senior
Legal Counsel, AT&T, Washington, DC
• In-house Counsel for Seller: Jesús ALVARADO-RIVERA, Global Director-Antitrust,
AB In-Bev, New York, NY
• Parties’ Economist: Antara DUTTA, Principal Economist, Amazon, Washington, DC
• State Antitrust Chief: Gwendolyn COOLEY, NAAG Antitrust Task Force Chair and
Assistant Attorney General, Office of the Attorney General, Madison, WI
• U.S. Antitrust Counsel for Buyer: Kevin HAHM, Hunton Andrews Kurth,
Washington, DC
• U.S. Antitrust Counsel for Seller: Sonia K. PFAFFENROTH, Arnold & Porter Kaye
Scholer LLP, Washington DC
• U.S. Consumer Protection Counsel for Buyer: Alysa HUTNIK, Kelley Drye & Warren
LLP, Washington, DC
• U.S. Consumer Protection Counsel for Seller: Daniel KAUFMAN, Baker & Hostetler,
Washington, DC
3:30 – 3:45PM
BREAK
3:45 – 5:00PM
VOTING, FINAL MEETING, AND VERDICT
Audience Votes Whether to Block or Approve Deal.
Final Scene: Agency Front Office Meets with Staff to Share Final Decision and
Rationale
Speakers:
• Agency Front Office: Jennifer MILICI, Chief Trial Counsel, Federal Trade Commission
• Agency Staff: Kathleen S. O’NEILL, Senior Director of Investigations and Litigation,
U.S. Department of Justice, Antitrust Division, Washington, DC
• State Antitrust Chief: Gwendolyn COOLEY, NAAG Antitrust Task Force Chair and
Assistant Attorney General, Office of the Attorney General, Madison, WI
6
Wrap-up discussion of morning and afternoon sessions
Moderators:
• Deborah L. FEINSTEIN, Arnold & Porter Kaye Scholer LLP, Washington, DC
• Bernard A. NIGRO, Fried Frank Harris Shriver & Jacobson LLP, Washington, DC
Speakers:
• Gwendolyn COOLEY, NAAG Antitrust Task Force Chair and Assistant Attorney
General, Office of the Attorney General, Madison, WI
• Kathleen S. O’NEILL, Senior Director of Investigations and Litigation, U.S.
Department of Justice, Antitrust Division, Washington, DC
5:00 – 6:00PM
COCKTAIL RECEPTION
did you know…
Our Curious Amalgam explores topics in antitrust, competition,
consumer protection, data protection, and privacy law around
the world with leading experts in those areas. It is an amalgam
because it is a group of diverse topics all in one place. It is curious
because it gets the experts and asks them in-depth questions.
CONTINUING LEGAL EDUCATION (CLE) AND SIGN IN FOR MCLE (U.S. CLE)
All Attendees: Will be required sign in to be eligible for CLE. Detailed information will be emailed to
the email address in the attendee’s ABA record prior to the conference.
The ABA will seek CLE general credit in 60-minute states, and in 50-minute states. The number of
credit hours will be identified on the online agenda. Credit hours are estimated and are subject to
each state’s approval and credit rounding rules. Please visit www.americanbar.org/mcle for general
Information on CLE at the ABA or ambar.org/atmergers for CLE details. * Florida Bar regulators have
stated that attorneys will not receive Florida credit for this ABA conference, even if they self-apply.
• CLE credit is available on a session-by-session basis. To request credit for your participation (and
obtain your Certificate of Completion), you will need to complete a CLE Affidavit. These will be
emailed to you following the conference after your attendance has been verified.
• You will receive a personalized link to submit your CLE Affidavit within 48 business hours of the
end of the conference.
• If you do not receive this email, please contact the ABA Antitrust staff at at-meeting@
americanbar.org.
recommended publications:
Joint Ventures: Antitrust Monopolization and Competition Laws
Analysis of Collaborations Dominance Handbook Outside the United
Among Competitors (Second) States (Third)
(Third)
Additional titles are available online at ambar.org/products
7HOTEL INFORMATION ACCOMMODATIONS CUT-OFF DATE: April 20
A block of sleeping rooms has been reserved at a discounted rate of $249 + taxes over the evenings of
May 17-19. Please book your reservations early as rooms often sell out prior to the cut-off date. Please
reference the ABA Mergers Workshop for the rate.
Riggs Washington DC
900 F St. NW Washington, DC 20004 | 202.638.1800 | www.riggsdc.com
REGISTRATION
REGISTER ONLINE TODAY at ambar.org/ATMergers
DISCOUNTED REGISTRATION CUT-OFF DATE: April 28
CONFERENCE REGISTRATION CUT-OFF DATE: May 18
Conference registration is necessary to attend. A variety of rates are available as listed below. There are
great discounts available for Antitrust Law Section members. If you are not currently a member, we
encourage you to join us both for the Mergers Practice Workshop and throughout the year.
As part of the registration process to hold this ABA meeting in person, every
attendee is required to affirm his/her commitment to comply with the in-person
meeting guidelines. Please review the requirements carefully prior to registering
for the meeting.
The ABA automatically adjusts registrations submitted at the incorrect rate. Full payment at the correct
rate must be received to process CLE and registration. The ABA does not accept wire transfers or purchase
orders.
Financial scholarship applications are available for this conference. Please email
at registrar @ ambar.org/ATMergers for details.
REGISTRATION RATES UP TO AFTER
April 28 April 28
Antitrust Law Section Member $595 $695
ABA Member $695 $795
ABA Member + Join the AT Section $755 $855
Non-Member $895 $995
Government/Academics/LLM/Nonprofit Section Member $175 $225
Government/Academics/LLM/Nonprofit ABA Member $225 $275
Government/Academics/LLM/Nonprofit Non-Member $275 $350
Law Student $25 $50
Your registration fee includes: admission, CLE credit, course materials,and a reception.
did you know…
Non-members can Join & Save Immediately? Please contact the ABA Service Center to join the ABA/
Antitrust Law Section and register at the reduced rate for Section members. Contact ABA Member
Service at service@americanbar.org.
8CONFIRMATION An e-confirmation will be sent within one-day of online registration.
Please bring the confirmation and your CrowdPass QR code with you to the
conference to pick up your materials. An e-confirmation will be sent within one-day of online
registration. Please bring the confirmation and your CrowdPass QR code with you to the
conference to pick up your materials.
RECORDING No audio REGISTRANT/PARTICIPANT IMAGEAND VOICE
recording, photography, or AGREEMENT Registration for, attendance at, or
videotaping of any part of the participation in the Mergers Practice Workshop and other
conference will be permitted. associated activities constitutes an agreement by the registrant
to permit the American Bar Association to use and distribute
(both now and in the future) the registrant’s or participant’s
image or voice in photographs, videotapes, electronic
ROSTER OF PARTICIPANTS reproductions, and audiotapes of such event and activities.
A roster of conference
participants is available
online at ambar.org/atmergers SPEC IAL NEEDS
Individuals should update their profile at americanbar.org/
auth/login/ with ADA needs.
QU ESTIONS?
S U BS TITUTION S • Email atregistrar@americanbar.org
Emailed requests for substitutions • Phone 312.988.5609 or 312.988.5550,
will be permitted. There is no 9:00 am–5:00 pm CST, Monday–Friday.
additional cost for substitutions. Please note registrations/cancellations are not taken
Substitutions are not permitted over the phone.
day of event or after the
conference has occurred. Only
the substitute will be eligible for CANC E LL ATION S Should you need to cancel your
CLE credit. The substitute and attendance, please do so through your online confirmation
original registrant must work out email by 5:00 pm CST, prior to May 5. Please allow four
the payment between themselves. weeks after the conference for the processing. The ABA
reserves the right to cancel any conference or portion
thereof and assumes no responsibility for personal expenses.
ABA MEMBERSHIP
ABA Membership can be an advantageous experience at all stages of your career. Start maximizing your
ABA membership today. Discover more ways to put our many services to work for you.
BENEFITS
• Augment your expertise with authoritative information on your specialty or interest.
• Take advantage of important networking opportunities with others who have similar interests.
• Earn CLE credit through CLE conferences, monthly ABA Connectiononline, and teleconference
seminars.
• Receive hotel discounts using the ABA Preferred Hotel negotiated rates.
• Receive discounts on travel with American Airlines, United Airlines, VirginAmerica, and Hertz.
ANTITRUST LAW SECTION MEMBERSHIP
Broaden your ABA experience by joining the Antitrust Law Section. Section Membership provides a
unique opportunity to access antitrust, consumer protection, and data privacy colleagues and services
that will enhance your professional development. Join the Section or a committee, register for a
conference, or view the most current antitrust, consumer protection, and data privacy information
online at ambar.org/antitrust.
BENEFITS
• Stimulate your expertise and keep current on antitrust, consumer protection, and data privacy law.
• Receive discounts on conference registration and Section publications.
• Receive the Antitrust Law Journal, Antitrust Magazine, and AntitrustSource (an online magazine
produced six times a year).
• Enjoy membership in a community of antitrust, consumer protection, and data privacy
professionals with diverse interests and practices, including domestic and international
government officials.
• Over 150 committee telephonic/virtual programs.
9ANTITRUST COMMITTEE MEMBERSHIP
Section members are encouraged to join a Section committee or all 30 and connect with like-
minded members. Our committees are active groups of professionals who share an interest in a
specialized area of the law. Section members can join committees for FREE.
ANTITRUST SECTION COMMITTEES
ADVERTISING DISPUTES FEDERAL CIVIL MERGERS &
& LITIGATION ENFORCEMENT ACQUISITIONS
AGRICULTURE & FOOD GLOBAL PRIVATE PRICING CONDUCT
LITIGATION
CARTEL & CRIMINAL
PRACTICE PRIVACY &
HEALTH CARE & INFORMATION
CIVIL PRACTICE & PHARMACEUTICALS SECURITY
PROCEDURE
INSURANCE & STATE ENFORCEMENT
COMPETITION TORTS FINANCIAL
SERVICES TRADE, SPORTS
COMPLIANCE & ETHICS & PROFESSIONAL
CONSUMER INTELLECTUAL ASSOCIATIONS
PROTECTION PROPERTY
TRANSPORTATION &
CORPORATE INTERNATIONAL ENERGY INDUSTRIES
COUNSELING
JOINT CONDUCT TRIAL PRACTICE
DISTRIBUTION &
FRANCHISING LEGISLATION UNILATERAL CONDUCT
ECONOMICS
MEDIA & TECHNOLOGY WOMEN.CONNECTED
EXEMPTIONS &
IMMUNITIES MEMBERSHIP,
DIVERSITY & INCLUSION
(with Diversity.Advanced)
get involved. join a committee
MERGERS AND AQUISITIONS COMMITTEE:
• The Committee is the Section’s home for those interested in the treatment of acquisitions
under U.S. and international antitrust and competition laws
• The Committee offers a range of resources for in-house and outside counsel and
economists who provide advice and counseling on mergers and acquisitions, assist clients
in obtaining governmental approval of transactions from federal, state and foreign
competition authorities or participate in litigation of government and private antitrust
based challenges to transactions.
COMMITTEE LEADERSHIP
CO-CHAIRS VICE CHAIRS January Kim
Carla AR Hine Nathaniel B Blalock Kavita Pillai
Meghan Rissmiller Lucy Chambers Scott Scheele
Meaghan Griffith Haidee Schwartz
Natalie Hayes
10get involved. join a committee
DIVERSITY.ADVANCED
• The Committee’s primary goals for the ABA Antitrust Law Section: (1) grow the population
of diverse attorneys and economists in the Section through recruitment; (2) build community
amongst diverse members within the Section; (3) increase visibility of diverse members
• First, to expand the community, we will pursue recruiting efforts for all stages of the legal
field. Second, we want to empower individuals with a sense of belonging and kinship with
others who have similar stories and experiences as well as provide substantive programming
for attorney development. Third, this group will highlight the successes of our members to
show future members that there are lawyers who are breaking down barriers and representing
our communities in the antitrust legal field all around the country.
COMMITTEE LEADERSHIP
CO-CHAIRS VICE CHAIRS Michelle Rindone
Sheila Adams Renita Khanduja Maria Stoyadinova
Antara Dutta Puja Patel Kaelyne Wietelman
WOMEN.CONNECTED
• Women.Connected, focuses on the recruitment, involvement, integration, and
contributions of women in the work of the Antitrust Law Section.
• The Committee promotes increased awareness and understanding of the ways in which
gender issues are implicated in competition, consumer protection, and data privacy law.
COMMITTEE LEADERSHIP
CO-CHAIRS VICE CHAIRS Cynthia Lagdameo
Mary Coleman Stacy Frazier Gail Levine
Laila Haider Amy Gilbert Duane Pozza
Jodie M. Williams Kathryn Hellings Margaret Ward
Ashley Howlett
Aimee Imundo
Kellie Kemp
FUN FACTS
BENEFITS OF JOINING AN ANTITRUST COMMITTEE
• Access the Section’s wealth of resources and become engaged personally and professionally with
other antitrust, consumer protection, and data privacy specialists.
• Stay informed with committee newsletters and papers providing in-depth analysis of specialized
areas and current topics.
• Engage in discussion groups for timely updates and discussion of major developments in antitrust,
consumer protection, and data privacy law.
• Enjoy career-advancing opportunities to volunteer for committee initiatives, write for committee
publications, and speak at events.
QUESTIONS
Visit ambar.org/antitrust
Email Rebecca.Tripp@americanbar.org with committee questions.
11join & save
MERGERS PRACTICE WORKSHOP
MAY 19, 2022
#ATMERGERS
I M P O R TA N T D E A D L I N E S
April 28th @ 12 PM ET May 18th @ 12 PM ET April 20
Early Online Online Registration Hotel
Registration Closes Deadline
ambar.org/ATMergers
Mark your calendar for other upcoming ABA
Antitrust Law Section Conferences.Visit ambar.org/atevents
for details and online registration.
May 10, 2022 Global Seminar Series: Brussels
June 2-3, 2022 Antitrust in Healthcare
June, 2022 In-House Institute
June 26, 2022 Women. Connected Reception
June 27-29, 2022 International Cartel Workshop
August 3-9, 2022 ABA Annual Meeting
October 19-22, 2022 Antitrust Masters Course
November 17, 2022 Fall Forum
December 8-9, 2022 Antitrust in Asia
February 1-6, 2023 ABA Midyear
March 29-31, 2023 Spring Meeting
May, 2023 Antitrust in the Americas Conference
June 11-12, 2023 Global Private Litigation
did you know…
Section podcasts are available
@ www.ourcuriousamalgam.com
ambar.org/ATMergers
#atmergers
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