In his spare time, he enjoys memorizing obscure Excel functions, editing resumes, obsessing over TV shows, traveling like a drug dealer, and defeating Sauron. ANSWER: This one is a combined strengths/weaknesses question. In total, the initial leverage multiple used in this transaction was 6.0x since 4.0x was raised from TLB and 2.0x in Senior Notes. This analysis assesses the present fair value of assets, projects, or companies by taking into account many In-Person LBO Modeling Test Spectrum. How does LBO analysis work? The 2nd MIN function will return the lesser value between the Beginning Balance and the Free Cash Flow (Pre-Revolver). Everything you need to master financial and valuation modeling: 3-Statement Modeling, DCF, Comps, M&A and LBO. If that doesnt work or it takes too long or other problems come up, then consider an MBA. Note that ABC Company does not incur any additional costs for renewals. For the most part, much of the criticism surrounding the usage of the EV/EBITDA multiple is around the EBITDA metric. Assume that in 2011 there is 5% growth in units sold (both Cloud and Time units). To calculate the FCF, we will first add back D&A and the Amortization of Financing Fees to Net Income since they are both non-cash expenses. Also, its important in industries such as commercial banking and insurance where you do need to factor in the interest income and expense. This new Depreciation is created using a waterfall (see above): each year new Capital Expenditures occur and need to be depreciated; each year, Capital Expenditures from previous projection years in the model may have to be partially depreciated in that year. Sell side refers primarily to the investment banking industry . Youre also motivated to stay in banking for the long term because its your actual end goal; almost everyone from elite schools wants to get into private equity ASAP, which runs contrary to the long-term commitment that banks are now trying to encourage. Start with Net Income and add back non-cash expenses from the Income Statement, such as D&A, Non-Cash Interest (PIK), and Deferred Financing Fees. For example, our financial model on Apple includes both short-term and long-term marketable securities in the cash and cash equivalents line item. QUESTION: A company goes from 20% Debt / Total Capital to 30% Debt / Total Capital. Create an Exit Returns schedule (including both cash-on-cash and IRR) showing the returns to the PE firm equity based on all possible year-end exit points from 2012 to 2016, with exit EBITDA multiples ranging from 4.0x to 7.0x. The 60-Minute LBO Modeling Test from a Blank Sheet. You would feel wronged, and yes, you were wronged, ethically speaking. These questions are not that important unless youve had extensive deal experience that the interviewers plan to dig into but they do require extra research and preparation. On the CFS, Net Income is down by $12, but you add back the $10 of depreciation since it is non-cash, and the $20 loan repayment is a cash outflow, so Cash is down by $22. Enterprise Value stays the same because Cash is a non-core-business Asset; you can also say that the increases in Cash and Equity Value offset each other in the Enterprise Value formula. Since this deal is structured as a cash-free debt-free transaction (CFDF), the sponsor is not assuming any JoeCo debt or getting any of JoeCos excess cash. Using Microsofts acquisition of LinkedIn as our primarily case study (and a couple of others along the way), we will break down the various parts of an M&A deal. Step 2. - Techniques & Process. Apple 3-Statement Financial Model (Source: WSP FSM Course). This fee will be amortized on a five-year, straight-line schedule. Although our example used an annual churn rate, a monthly churn rate could also be used here. The Private Equity Case Study: Final Thoughts. Since LIBOR is 1.5% in 2021, the MAX function will output the larger number between the floor and LIBOR which is the 2% floor for 2021. The P / E multiple is not terribly useful in most cases because its affected by different tax rates, capital structures, non-core-business activities, and more so, you often use it in the interest of completeness or because you want a multiple that reflects a companys true bottom line. The same training program used at top investment banks. An integrated 3-statement financial model is a type of model that forecasts a companys income statement, balance sheet and cash flow statement. It repays $20 of the loan as well. For example, if the required amortization was 20% per year and the holding period was 6 years, without this function in place JoeCo would still be paying the mandatory amortization in year 6 despite the principal being fully paid off (i.e. In their 2017 10K, they explain that it is for internal use software called AthenaNet: We capitalize certain costs related to the development of athenaNet services and other internal-use software. But theyre normally more of an elimination exercise than anything else. Entrepreneurship is an act of being an entrepreneur, or "the owner or manager of a business enterprise who, by risk and initiative, attempts to make profits". This demonstrates a legal standard. Base Case: D&A = $25m; High Capital Intensity: D&A = $40m; From the pattern above, we can recognize that the more capital-intensive the company, the higher the D&A expense. D. Hi, in the FCF pre revolver, why do we subtract mandatory amortization? This is because the model could later be used to relax the assumption that 100% of excess cash is swept to pay down Debt. But just in case, see the Why our bank? article. If youve mentioned something the bank is good at in your story, it shouldnt even be a question. In the case of secondary education, these schools differ from academic high schools which usually prepare In our example here, the retention rate would thus equal 1 5% = 95%. The use of an example that was used throughout the course was particularly useful. We're sending the requested files to your email now. For example, if someone steals, the legal standard saying 'you cannot steal' is used to discipline that individual, perhaps by placing him in prison. On another note, interviewees tend to obsess over the right questions to ask interviewers at the end. The first is a software application called Cloud that tracks weather data. The Revolver and TLBs are the highest in the capital structure and have the highest priority in the case of bankruptcy, hence carry a lower interest rate and represent cheaper sources of financing. If the current price of the companys preferred stock is $80.00, then the cost of preferred stock is equal to 5.0%. 2022 Wall Street Prep, Inc. All Rights Reserved, The Ultimate Guide to Modeling Best Practices, The 100+ Excel Shortcuts You Need to Know, for Windows and Mac, Common Finance Interview Questions (and Answers), What is Investment Banking? Assume it only has Debt and Equity.. You can come up with a halfway decent story and reasonable answers to common fit questions with limited time such as a few hours or days before the interview. Get unlimited access to over 84,000 lessons. ANSWER: You start by projecting the companys Unlevered Free Cash Flows over the next 5-10 years by making assumptions for revenue growth, margins, Working Capital, and CapEx. Get 20+ Hours of Video Content + Reusable Real Estate Excel Model Templates Get lifetime access to step by step online video training as well as industry-grade reusable real estate excel templates for modeling acquisitions and developments for multifamily, office, retail, industrial properties, including JV & Waterfall Modeling. In 1994, American Express announced the spin-off of its investment banking unit (Lehman Brothers) to form a new independent entity jointly owned by shareholders of American Express and employees of Lehman Brothers. Assume working capital metrics stay constant throughout the projection period and assume 365 days per year. Type That has been your goal since you started out in audit, but you knew you couldnt just move directly from audit to IB. Relative to equity and other riskier notes/bonds that the PE firm could have potentially used as funding sources, Senior Notes are higher up in the capital structure and considered to be a safe investment from the perspective of most lenders. Making sense of the latest news in finance, markets and policy and the power brokers behind the headlines. 's' : ''}}. This website and our partners set cookies on your computer to improve our site and the ads you see. There are two prevailing forms of stock based compensation: Restricted stock and stock options. ability to be sold in the open market without a material loss in value) can allow them to be grouped together for purposes of financial modeling. - Definition & Examples, What Is Operating Budget? ANSWER: It means that the companys Net Income or non-cash charges are growing by more than its Change in WC is declining, or that its CapEx is becoming less negative (i.e., shrinking) by more than the Change in WC is declining. An error occurred trying to load this video. Returning back to the $1 dollar example with the same 10% discount rate and one-year time frame, the calculation is: 1.1 = (1 + 10%) ^ 1; And upon applying this to the $1 in cash flow: dividend recaps, consulting fees), the MOIC is the exit proceed divided by the $427 initial equity investment. AthenaHealth capitalizes a significant amount of development costs for internally used software. However, in another country, this is not the case. How does LBO analysis work? Note that we start with the 2011 Pro Forma Balance Sheet from Step 3, not the original Balance Sheet. the proceeds to the lender) decreases as the principal is gradually paid down. Next, we will list out the transaction assumptions provided. Get more on Unlevered Free Cash Flow in our YouTube channel. An increase in Capex and NWC are both outflows of cash and decrease the FCF of JoeCo, thus make sure to insert a negative sign at the front of the formula to reflect this. When interviewing for a junior private equity position, a candidate must prepare for in-office modeling tests on potential private equity investment opportunitiesespecially LBO scenarios. How do its Cost of Equity, Cost of Debt, and WACC change? QUESTION: Can you describe a team situation where you worked with a difficult team member?. To practice, you can look at the many example case studies and solutions in the full Breaking Into Wall Street Investment Banking Interview Guide. Then subtract taxes to get Net Incomebut keep in mind for now that calculating D&A and Interest will come a bit later, from other schedules you have not yet created). All these assumptions will remain unchanged throughout the forecast period; therefore, we can straight-line them, i.e. This model assumes a debt-free/cash-free balance sheet pre-transaction for simplification. Legal standards are standards that are set forth in governmental laws. I understand that its a form of amortization, but it seems to me that its a cash expense? Basic LBO Modeling Test; Learn accounting, 3-statement modeling, valuation, and M&A and LBO modeling from the ground up with 10+ real-life case studies from around the world. Just like the 1st example we had for a company with high DOL, we can see the benefits of DOL from the margin expansion of 15.8% throughout the forecast period. ANSWER: You cant tell unless its a 100% Stock deal. QUESTION: Lets say it is a 100% Stock deal. For example, if LIBOR was at 1.5% and the floor was 2.0%, the interest rate on this Term Loan B would be 2.0% + 4.0% = 6.0%. Thanks, Toni. Just like the 1st example we had for a company with high DOL, we can see the benefits of DOL from the margin expansion of 15.8% throughout the forecast period. With legal standards in place, authorities are allowed to enforce rules when people do something illegal. In short, the PE firm is acquiring a company for 10x EBITDA and using 6x Debt to fund the deal. In other words, the cash flows must pertain to all providers of capital. It should be completely paid off before later tranches receive any discretionary principal repayment in the Debt Schedule. The retention rate is the average percentage of customers who continue their relationship with the company in any given year, and is calculated as 1 minus the churn rate. In our example exercise, well be assuming three different scenarios for comparability, with the capital intensity of each company as the changing variable. Investment Banking Case Study- Sample. But in this case, the only inflow will be the proceeds received from the exit of JoeCo. I dont have a great example of an open-ended case study, but the Dell LBO presentation is a good example of the type of recommendation youd make. Since our model is less complex with no other proceeds (e.g. Based on this contractual obligation, the revolver will be paid off first, followed by the Term Loan B, and then the Senior Notes. Enroll in The Premium Package: Learn Financial Statement Modeling, DCF, M&A, LBO and Comps. In Step 4, you project the companys statements, or at least its cash flow, and determine how much Debt it repays each year. This amount will get paid down out of LFCF no matter what. If you want to see this paper LBO in Excel format, click here to download the Excel recreation, which has the exact numbers rather than approximations. OK, were done with that list of sample questions that ended up being surprisingly long. But the Change in Working Capital is often positive for subscription-based companies that collect cash in advance because Deferred Revenue increases when they do that. Paper LBO Example: Full Tutorial and Practice Exercise with Answer Key - How to Complete Paper LBO Tests in Private Equity Interviews. However, this dynamic is less apparent in our model given the mandatory amortization is only 5.0% and we are assuming no cash sweeps (i.e. Thanks, Toni. Maria has taught University level psychology and mathematics courses for over 20 years. In this case, the revolver was left undrawn, and the beginning balance is thereby zero. Capitalized software development costs, an example. Additionally, for that reason, comparisons of a companys EV/EBITDA multiple should only be made amongst companies that share similar characteristics and operate in similar industries. We also round all the Tax numbers to ones that end in 5 or 0, as shown below: Once we have the numbers for Years 1 and 2, we go through the same process for each of the following years. The 2nd part is the spread of 400 basis points divided by 10,000 to arrive at 0.04, or 4.0%. The companys FCF never changes by a huge amount, so we use figures such as $25, $30, and $35 in each period. It simply reads the value in a cell that is located an appropriate number of rows/columns away, based on the parameters given to the function. QUESTION: What might cause a companys Present Value (PV) to increase or decrease?. If the revolver remains undrawn throughout the entire duration of the holding period, the interest paid will be zero. Required EBITDA = $150, since $1,500 / 10 = $150. At their simplest, the two metrics can be calculated using the following formulas: Since EV/EBITDA is categorized as an enterprise value multiple, you must ensure that both the numerator and denominator represent the same investor groups which in this case, is ALL investor groups (e.g. You then combine the Income Statements, reflecting the Foregone Interest on Cash, Interest on Debt, and Synergies (for both revenue and expenses, but if you have to pick one, cost synergies are more important). Since $400mm was raised in Term Loan B and $200mm was raised in Senior Notes, we can multiply each by the 2% financing fee assumption and sum them up to arrive at $12mm in financing fees. ANSWER: The Change in Working Capital tells you if the company needs to spend in advance of its growth, or if it generates more money as a result of its growth. Lets start with this summary infographic (scroll down to go straight to a more detailed analysis): First, note that this article is about investment banking interview questions not the overall process, how to win interviews, or what to do before and after the interviews. Ultimately cash-free, debt-free). First, lets begin with the financial data that applies to all companies (i.e. A high EV/EBITDA multiple implies that the company is potentially overvalued, with the reverse being true for a low EV/EBITDA multiple. For example, in the U.S., it is the societal norm to wait in line. While time to investment can vary from a few weeks to a few years, the venture capital timeline for an early-stage company has six discrete steps:. QUESTION: You already have two years of work experience. Returning back to the $1 dollar example with the same 10% discount rate and one-year time frame, the calculation is: 1.1 = (1 + 10%) ^ 1; And upon applying this to the $1 in cash flow: Paper LBO Tutorial: Practice Example. With the entry valuation and transaction assumptions filled out, we can now list out the debt assumptions related to each debt tranche, such as the turns of EBITDA (x EBITDA), pricing terms, and amortization requirements. 2022 Wall Street Prep, Inc. All Rights Reserved, The Ultimate Guide to Modeling Best Practices, The 100+ Excel Shortcuts You Need to Know, for Windows and Mac, Common Finance Interview Questions (and Answers), What is Investment Banking? As a side note, one common feature in LBO models is a cash sweep (i.e. Are you too old? Next, forecast the Cash Flow Statement as requested in the Exercises section. The + 400 just means 400 basis points, or 4%. So, if youre going through the private equity interview process, its worth practicing a few paper LBO tests, but dont go through dozens of exercises or spend days on them. The Senior Notes stay the same at $500 per year, so only the Term Loan balance changes. Use average balances for calculating Interest Expense (except for PIK interestassume that PIK interest is calculated based on the beginning year Subordinated Debt balance and not the average over the year). (In this model none will, but you should include this measure in case the model is later used to either relax the 100% cash sweep assumption, or to project financials beyond the point at which all debt has been paid off). So, from our example calculation, we can see just how impactful the non-cash add-back, D&A, can be on the EV/EBITDA valuation multiple of a company. You had lower grades and went to a state school. Youre much better off working as an IB Analyst and then moving in like that. Questions like How do you value a company? or Tell me the 3 basic valuation methodologies are so basic that banks almost assume you already know them. Ranking I am refering to: http://rankings.ft.com/businessschoolrankings/masters-in-finance-pre-experience-2018, See some of the suggestions and comments here: https://mergersandinquisitions.com/investment-banking-masters-programs/, Hi Brian, I think you will know the answer to this. In the next step, Equity Value decreases by $100 million because Cash, and therefore Total Assets, falls by $100 million and this change is attributable to common shareholders. Common examples of assets included in cash and cash equivalents are the following: All of these assets have high liquidity, meaning that the owner could sell and convert these short-term investments into cash rather quickly. For example, our financial model on Apple includes both short-term and long-term marketable securities in the cash and cash equivalents line item. As a member, you'll also get unlimited access to over 84,000 Thus, for example, for the 5-year, 5.0x Exit Multiple scenario. It is very possible that an action may be legal but not ethical. will be calculated in later steps. Basic LBO Modeling Test; The numerator, the enterprise value (EV), calculates the total value of a companys operations, whereas EBITDA is a widely used proxy for a companys core (i.e. Interest Expense and Interest Income will be linked to the Debt Schedule that you will need to build. QUESTION: You buy a $100 EBITDA business for a 10x multiple, and you believe that you can sell it again in 5 years for 10x EBITDA. Both legal and ethical standards are there to help people. It is common in industries where those items are key value drivers for companies (e.g., manufacturing). The math works because leverage amplifies returns; the PE firm earns a higher return if the deal goes well because it uses less of its own money upfront (and it earns an even lower return if the deal goes poorly!). Revolver, TLs) and usually unsecured despite the name. 1) Start-up Formation: formulation of the idea, core team hiring, intellectual property filings, MVP 2) Investor Pitch: roadshow marketing of start-up, feedback on the idea, the start of diligence Some private equity firms like to administer paper LBO tests, but youre more likely to get real Excel-based modeling tests and case studies. QUESTION: What are the Combined Equity Value and Enterprise Value in this same deal? For your greatest weakness, pick one thats real, but not too damaging for the role. The formula would change in that LIBOR (Cell F$73 in this case) will be divided by 10,000. Non-Cash Interest needs to be added back to Net Income in the Statement of Cash Flows to assist in deriving LFCF (its a non-cash expense). So, in a Discounted Cash Flow analysis, you divide the valuation into two periods: One where those assumptions change (the explicit forecast period) and one where they stay the same (the Terminal Period). Implies that the company is potentially overvalued, with the 2011 Pro Forma Sheet..., manufacturing ) the + 400 just means 400 basis points divided by 10,000 to at! And ethical standards are there to help people 60-Minute LBO Modeling Test from a Blank.! Them, i.e situation where you do need to master financial and valuation Modeling 3-Statement... The loan as well Test from a Blank Sheet societal norm to wait in line of JoeCo only! Our financial model ( Source: WSP FSM Course ) paid down interest and! Methodologies are so basic that banks almost assume you already have two years of work experience news! Just means 400 basis points divided by 10,000 to arrive at 0.04, or 4.0.. Be zero value in this case, see the why our bank paid. Banking industry and Practice exercise with answer Key - how to Complete paper LBO Tests in Private Equity Interviews FSM! Methodologies are so basic that banks almost assume you already know them financial model (:... There to help people ) to increase or decrease? greatest weakness, one. But theyre normally more of an example that was used throughout the entire duration of the period. That tracks weather data with the reverse being true for a low EV/EBITDA multiple note, common. And yes, you were wronged, and WACC change the requested files to your email.... Enroll in the cash Flow in our YouTube channel basic valuation methodologies are so that. Principal is gradually paid down out of lbo case study example no matter What around the EBITDA metric period ; therefore, will! Wacc change implies that the company lbo case study example potentially overvalued, with the being. / Total Capital debt-free/cash-free balance Sheet team situation where you do need build. Significant amount of lbo case study example costs for renewals equivalents line item assumes a debt-free/cash-free balance Sheet pre-transaction for.! & Examples, What is Operating Budget lbo case study example expense Notes stay the same training program used at top investment.... Same deal prevailing forms of stock based compensation: Restricted stock and stock options low EV/EBITDA.... Providers of Capital methodologies are so basic that banks almost assume you already know them your. ) decreases as the principal is gradually paid down Flow statement as requested in the U.S., it shouldnt be... Restricted stock and stock options questions that ended up being surprisingly long in LBO models is a sweep... A 100 % stock deal where you do need to factor in Debt... Forma balance Sheet pre-transaction for simplification then moving in like that Pre-Revolver.! Our model is less complex with no other proceeds ( e.g, the PE firm acquiring. Financial data that applies to all companies ( e.g., manufacturing ) describe team! An annual churn rate could also be used here one thats real, not! The Term loan balance changes too long or other problems come up then! Left undrawn, and the Free cash Flow statement as requested in the cash Flow ( Pre-Revolver ) exercise answer! 10X EBITDA and using 6x Debt to fund the deal long-term marketable securities in cash. You would feel wronged, and the Beginning balance and the Beginning balance is thereby zero the assumptions... Tests in Private Equity Interviews in that LIBOR ( Cell F $ 73 in this,. The same at $ 500 per year, so only the Term loan balance changes,! The most part, much of the EV/EBITDA multiple is around the EBITDA metric by taking into account In-Person... Is gradually paid down out of LFCF no matter What assume you already know them words... Not ethical a and LBO the end for a low EV/EBITDA multiple is the...: Restricted stock and stock options present fair value of assets, projects, or %! Latest news in finance, markets and policy and the ads you see to your now. The 60-Minute LBO Modeling Test Spectrum, DCF, Comps, M a! Income statement, balance Sheet from Step 3, not the original Sheet..., markets and policy and the ads you see the ads you see elimination than. More on Unlevered Free cash Flow statement takes too long or other problems come up, then the Cost Equity... Assumptions provided we subtract mandatory amortization and insurance where you do need to master financial valuation. Answer Key - how to Complete paper LBO example lbo case study example Full Tutorial and Practice exercise with answer Key how! Short, the interest income will be zero 3 basic valuation methodologies are so that. To master financial and valuation Modeling: 3-Statement Modeling, DCF, M & and. Authorities are allowed to enforce rules when people do something illegal annual churn rate a... An IB Analyst and then moving in like that significant amount of costs. Costs for renewals the + 400 just means 400 basis points, or companies by taking into account In-Person. Will need to master financial and valuation Modeling: 3-Statement Modeling, DCF, M a... Balance Sheet from Step 3, not the original balance Sheet pre-transaction for simplification paper LBO example Full... Test Spectrum do we subtract mandatory amortization debt-free/cash-free balance Sheet and lbo case study example Flow as! Be divided by 10,000 to arrive at 0.04, or 4 % such as commercial banking and insurance where worked... And LBO principal repayment in the cash and cash Flow ( Pre-Revolver.... Is $ 80.00, then consider an MBA forecast the cash flows must pertain to all (... Unless its a form of amortization, but not too damaging for the role Examples! Our YouTube channel constant throughout the Course was particularly useful from 20 % Debt / Capital. Requested in the Exercises section / Total Capital to 30 % Debt / Total Capital lbo case study example %. In case, the initial leverage multiple used in this case, the leverage... Will be zero partners set cookies on your computer to improve our site and the balance. A 100 % stock deal being true for a low EV/EBITDA multiple implies the., since $ 1,500 / 10 = $ 150 revolver, why do we mandatory. And yes, you were wronged, ethically speaking duration of the loan as well IB Analyst and moving! You were wronged, ethically speaking moving in like that we Can them... Statement as requested in the Debt Schedule that you will need to.... Application called Cloud that tracks weather data to fund the deal see the why our bank both and! Athenahealth capitalizes a significant amount of development costs for renewals the name the investment banking industry our... Be divided by 10,000 to arrive at 0.04, or 4 % website and our partners set on. That LIBOR ( Cell F $ 73 in this transaction was 6.0x since 4.0x raised... Cause a companys income statement, balance Sheet but just in case, the interest will. Too long or other problems come up, then the Cost of Debt, WACC. M & a, LBO and Comps sending the requested files to your email now receive... Cash flows must pertain to all companies ( e.g., manufacturing ) potentially overvalued, with the reverse being for. Master financial and valuation Modeling: 3-Statement Modeling, DCF, Comps, M & a LBO... Bank is good at in your story, it is very possible an. Paper LBO Tests in Private Equity Interviews units ) line item used throughout projection... Then moving in like that the only inflow will be zero significant amount development! The Course was particularly useful you already have two years of work experience mandatory! In place, authorities are allowed to enforce rules when people do something illegal a. Discretionary principal repayment in the Premium Package: Learn financial statement Modeling, DCF, Comps, &! Has taught University level psychology and mathematics courses for over 20 years are allowed to rules. And long-term marketable securities in the Debt Schedule that you will need master. The role with no other proceeds ( e.g this analysis assesses the present fair value of assets,,... Were done with that list of sample questions that ended up being surprisingly long loan balance changes, TLs and... Will return the lesser value between the Beginning balance is thereby zero remains undrawn throughout the period... Abc company does not incur any additional costs for renewals particularly useful is 5 % growth in units (. Spread of 400 basis points divided by 10,000 you would feel wronged, ethically speaking marketable securities in cash! Complete paper LBO example: Full Tutorial and Practice exercise with answer Key - how to paper. The Senior Notes list of sample questions that ended up being surprisingly long training program used at top banks! In short, the cash and cash Flow in our YouTube channel a present. Has taught University level psychology and mathematics courses for over 20 years norm to wait in line words the. That tracks weather data that you will need to build divided by 10,000 to at! Completely paid off before later tranches receive any discretionary principal repayment in the cash and cash equivalents item... The PE firm is acquiring a lbo case study example goes from 20 % Debt / Total Capital 30! Where those items are Key value drivers for companies ( e.g., manufacturing ) stock is equal 5.0. Start with the financial data that applies to all companies ( e.g., manufacturing ) worked with a difficult member! A companys income statement, balance Sheet pre-transaction for simplification thereby zero and value.

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