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  1. #1
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    Exclamation [EN] Digital Realty to buy DuPont Fabros in $4.95 billion deal

    Digital Realty Trust Inc. said Friday that it reached a deal to buy fellow data center company DuPont Fabros Technology Inc. in an all stock transaction worth about $4.95 billion.

    The deal strengthens Digital Realty’s presence in metro areas like Northern Virginia and Chicago.


    Arunima Banerjee in Bengaluru; Editing by Sriraj Kalluvila
    Jun 9, 2017

    Digital Realty Trust Inc said it would buy fellow data center operator DuPont Fabros Technology Inc for an enterprise value of about $7.6 billion, its biggest-ever deal, to help expand in high-demand markets in the United States amid a rapid shift to the cloud by technology companies.

    Washington-based DuPont Fabros operates 12 data centers in three major U.S. markets, including the Silicon Valley and Northern Virginia, while Digital Realty operates 145 data centers globally.

    Digital Realty and DuPont Fabros, which rent out space that companies use for data centers, have also benefited from the surge in demand for data and video.

    The deal would add companies such as Facebook Inc and Yahoo Inc to Digital Realty's customer base, the company said on Friday.

    DuPont Fabros shareholders will receive a fixed exchange ratio of 0.545 Digital Realty shares per share held, the companies said.

    Based on Digital Realty's Thursday close, the offer is worth $63.60 per share, a premium of 14.9 percent to DuPont Fabros' close.

    DuPont Fabros's shares were up 15.3 percent at $63.85 premarket trading, while Digital Realty's shares were up 2.4 percent at $119.50.

    The implied price per share was $64.32, according to a Digital Realty's presentation.

    The equity value of the deal is about $4.95 billion based on DuPont Fabros's 77.8 million shares outstanding as of April 2, according to Thomson Reuters data.

    The deal, which is expected to close in the second half of this year, has the potential to realize up to $18 million of annualized overhead savings, the company said.

    Digital Realty shareholders would own about 77 percent of the combined company, with the rest owned by DuPont Fabros shareholders.

    San Francisco, California-based Digital Realty has been buying companies to boost growth.

    The company said in May last year that it would buy eight data centers from Equinix Inc (EQIX.O) and in October 2015 bought Telx Group Inc.

    Digital Realty said it had a fully committed bridge loan facility from BofA Merrill Lynch and Citigroup to finance the DuPont Fabros deal.

    BofA Merrill Lynch and Citigroup are Digital Realty's financial advisers while Goldman Sachs & Co LLC is advising DuPont Fabros.

    https://www.reuters.com/article/us-d...-idUSKBN1901EI

  2. #2
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    Digital Realty, DuPont Fabros to Tie the Knot

    DuPont Fabros shareholders will get 0.545 Digital Realty shares for each share they currently hold. Along with the assumption of $1.6B in debt, that works out to a total purchase price in the neighborhood of $7.6B based on current stock prices.


    Rob Powell
    June 9th, 2017

    Some big data center consolidation news has hit the wires this morning. The data center REITs Digital Realty and DuPont Fabros have entered into a definitive agreement to merge in an all stock transaction.

    DuPont Fabros operates eleven data centers in the key hubs of northern Virginia, Chicago, and Silicon Valley. They had one in New Jersey too until last June, when they sold it to QTS. And they are currently developing locations in both Toronto, Canada and Portland, Oregon - with the former being at a more advanced stage than the latter. The total footprint currently spans some 3.3M gross square feet, which is fed by some 287MW of power.

    Digital Realty, of course, is rather larger with more than 150 facilities under management spanning more than 25M square feet. It's Digital Realty's first big move since the purchase of Telx two years ago. DuPont Fabros' assets will fit right into the company's original big-customer-focused type of business.

    In terms of the financials, DuPont Fabros shareholders will get 0.545 Digital Realty shares for each share they currently hold, which gives them about a 15% premium to the stock price as of yesterday. Along with the assumption of $1.6B in debt, that works out to a total purchase price in the neighborhood of $7.6B based on current stock prices. Digital Realty has a fully committed bridge loan facility from BofA Merril Lynch and Citigroup lined up to finance the purchase.

    Digital Realty expects to realize somewhere near $18M in annual synergies from combining the two companies' business operations.

    http://www.telecomramblings.com/2017...bros-tie-knot/

  3. #3
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    PR: Digital Realty To Merge With DuPont Fabros

    SAN FRANCISCO and WASHINGTON, June 9, 2017 /PRNewswire/ -- Digital Realty (NYSE: DLR), a leading global provider of data center, colocation and interconnection solutions, and DuPont Fabros (NYSE: DFT), a leading owner, developer, operator and manager of enterprise-class, carrier-neutral, large scale multi-tenant data centers, announced today they have entered into a definitive agreement under which DuPont Fabros will merge with Digital Realty in an all-stock transaction. The consummation of the transaction is subject to customary closing conditions, including approval by the shareholders of Digital Realty and DuPont Fabros. Under the terms of the agreement, DuPont Fabros shareholders will receive a fixed exchange ratio of 0.545 Digital Realty shares per DuPont Fabros share, for a transaction valued at approximately $7.6 billion in enterprise value.

    Transaction Delivers Key Strategic and Financial Benefits

    • Enhances Ability to Serve Top U.S. Metro Areas: DuPont Fabros' portfolio is concentrated in top U.S. data center metro areas across Northern Virginia, Chicago and Silicon Valley. The transaction will help grow Digital Realty's presence in strategic, high-demand metro areas with strong growth prospects, while achieving significant diversification benefits for DuPont Fabros' shareholders from the combination with Digital Realty's existing footprint of 145 properties across 33 global metropolitan areas.
    • Expands Hyper-Scale Product Offering: DuPont Fabros' 12 purpose-built, in-service data centers will significantly expand Digital Realty's hyper-scale product offering and improve its ability to meet the rapidly growing needs of cloud and cloud-like customers, in addition to enterprise customers undertaking the shift to a hybrid cloud architecture. Conversely, the transaction enables DuPont Fabros to address a broader set of customers' data center requirements, with the addition of Digital Realty's colocation and interconnection product offerings.
    • Solidifies Blue-Chip Customer Base: DuPont Fabros' impressive roster of blue-chip customers will further enhance the credit quality of Digital Realty's existing customer base. On a combined basis, investment grade or equivalent customers will represent more than 50% of total revenue. The transaction also significantly reduces DuPont Fabros' customer concentration. The combined company's top three customers will account for approximately 18% of revenue compared to 57% for the top three customers of DuPont Fabros on a standalone basis.
    • Development Pipeline Provides External Growth Potential: DuPont Fabros' six data center development projects currently under construction are 48% pre-leased and represent a total expected investment of approximately $750 million, and amount to roughly a 26% expansion of its standalone critical load capacity. These projects are located in Ashburn, Chicago, Santa Clara and Toronto, all metro areas where Digital Realty has an existing presence. These six projects are expected to be delivered over the next 12 months, representing a solid pipeline of future growth potential. In addition, DuPont Fabros owns strategic land holdings in Ashburn and Oregon, which will support the future delivery of up to 163 megawatts of incremental capacity, along with 56 acres of land recently acquired in Phoenix.
    • Size and Scale Generate Incremental Benefits: The two companies' operating models are highly complementary, and the combined organization is expected to provide the most comprehensive product offering in the data center sector. Given the enhanced size and scale, the combined company is also expected to have the most efficient cost structure and the highest EBITDA margin of any U.S.-based publicly-traded data center REIT.
    • Creates Substantial Anticipated Cost Efficiencies and Financial Benefits: The combination of the two companies is expected to create an opportunity to realize up to $18 million of annualized overhead savings, resulting from both companies' complementary business operations. Upon closing, the transaction is expected to be immediately accretive to financial metrics, and is expected to further improve balance sheet strength.


    "This strategic and complementary transaction significantly enhances Digital Realty's ability to support the growth of hyper-scale users in the top U.S. data center metro areas, while providing meaningful customer and geographic diversification for DuPont Fabros," said A. William Stein, Digital Realty's Chief Executive Officer. "The combination is expected to generate both operating and financial benefits, and I'd like to congratulate Scott Peterson, Mark Walker and their team on successfully negotiating the largest transaction in our company's history, a combination that we believe will enhance our ability to create significant long-term value for both sets of shareholders."

    "We are excited to deliver this compelling transaction to our shareholders and execute upon two of the strategic objectives embodied in our corporate vision – diversifying our customer base and expanding our geographic presence," said Christopher P. Eldredge, DuPont Fabros' President & Chief Executive Officer. "As part of Digital Realty, our shareholders will continue to realize the benefits of our high-quality portfolio, with the added benefits of belonging to an even greater data center network with a truly global footprint and a well-diversified customer base. We also believe our shareholders will greatly benefit from Digital Realty's investment grade balance sheet and more attractive cost of capital. We look forward to working closely with the Digital Realty team over the coming months to close the transaction and bring our two companies together."

    Transaction Details

    The fixed exchange ratio represents a total enterprise value of approximately $7.6 billion, including $1.6 billion of assumed debt and excluding transaction costs. Digital Realty has obtained a fully committed bridge loan facility from BofA Merrill Lynch and Citigroup which will be available, if needed, to finance the transaction. The debt assumed in the transaction is expected to be permanently refinanced with a combination of investment grade corporate bonds and other financings. The transaction has been unanimously approved by the boards of directors of both Digital Realty and DuPont Fabros.

    The transaction is expected to close in the second half of 2017 and is subject to the approval of DuPont Fabros and Digital Realty shareholders and other customary closing conditions.

    BofA Merrill Lynch and Citigroup are acting as financial advisors and Latham & Watkins LLP is acting as legal advisor to Digital Realty. Goldman Sachs & Co. LLC is acting as financial advisor and Hogan Lovells US LLP is acting as legal advisor to DuPont Fabros.

    About Digital Realty

    Digital Realty supports the data center, colocation and interconnection strategies of more than 2,300 firms across its secure, network-rich portfolio of data centers located throughout North America, Europe, Asia and Australia. Digital Realty's clients include domestic and international companies of all sizes, ranging from financial services, cloud and information technology services, to manufacturing, energy, gaming, life sciences and consumer products. https://www.digitalrealty.com/

    About DuPont Fabros

    DuPont Fabros Technology, Inc. is a leading owner, developer, operator and manager of enterprise-class, carrier-neutral, large multi-tenant data centers. The company's facilities are designed to offer highly specialized, efficient and safe computing environments in a low-cost operating model. The company's customers outsource their mission-critical applications and include national and international enterprises across numerous industries, such as technology, Internet content providers, media, communications, cloud-based, healthcare and financial services. The company's 12 data centers are located in three major U.S. metro areas and total 3.5 million gross square feet and 301.5 megawatts of available critical load to power the servers and computing equipment of its customers. DuPont Fabros is a real estate investment trust (REIT) headquartered in Washington, D.C. For more information, please visit www.dft.com.

    http://www.prnewswire.com/news-relea...300471573.html

  4. #4
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    Dupont Fabros's stock soars toward record after Digital Realty buyout deal

    Tomi Kilgore
    June 9, 2017

    Shares of Dupont Fabros Technology Inc. soared 14% in premarket trade Friday toward a record high, after the developer and operator of multi-tenant data centers announced an agreement to be acquired by Digital Realty Trust Inc. in an all-stock deal that values Dupont Fabros at $4.95 billion. Under terms of the deal, Digital Realty will exchange 0.545 of its shares for each Dupont Fabros share outstanding. Based on Thursday's closing prices, that values Dupont Fabros shares at $63.63 each, or 14.9% above the previous session's close of $55.36, and 13.3% above the June 2 record close of $56.16. The deal is expected to close in the second half of 2017, and to immediately add to financial metrics and to strengthen the balance sheet. The merger is expected to realize synergies of $18 million a year. "This strategic and complementary transaction significantly enhances Digital Realty's ability to support the growth of hyper-scale users in the top U.S. data center metro areas, while providing meaningful customer and geographic diversification for DuPont Fabros," said Digital Realty Chief Executive William Stein. Dupont Fabros's stock has rallied 26% year to date through Thursday, while Digital Realty shares have climbed 19% and the S&P 500 has gained 8.7%.

    http://www.marketwatch.com/story/dup...eal-2017-06-09


    10:45 (13:45 UTC)

    DFT +7.63 +13.78%

    DLR -0.33 -0.28%

  5. #5
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    DuPont Fabros' impressive roster of blue-chip customers
    The combined company's top three customers will account for approximately 18% of revenue compared to 57% for the top three customers of DuPont Fabros on a standalone basis.
    Em 2013, Sean Xiaoyi Yu apresentou um interessante estudo acadêmico abordando as fragilidades da DuPont Fabros -- na época os 3 maiores clientes respondiam então por 48% do faturamento.

    trecho:

    Undiversified business and unsustainable development will hurt DFT

    • Since data center companies are targeting at companies that depend heavily on Internet and Cloud computing and those companies are normally associated with high risks, so a diversified client base is necessary to reduce risks. DFT’s top three clients generated 48.5% of the company’s profit. This is really dangerous. DFT’s major competitor—Digital Realty Trust Inc. (DLR)— has no client claimed over 5% of its revenue other than Century Link’s 9%. DFT, with 12 facilities, only has 82 leases with 33 tenants in total, which can create a lot of uncertainties; but DLR, with 121 facilities, has over 2000 leases with over 550 tenants. CoreSite, another competitor that has 13 centers, has 750 customers with over 1500 leases.
    • DFT is only covering 4 markets in U.S. with 2M square feet of land in total; but DLR is covering 32 markets across 10 countries over North America, Asian and Europe with 22.7 M square feet of land in total.
    • I calculated electricity generated per square feet to show the efficiency. DFT has 205 W/sf, which is less than DLR’s 303 W/sf.
    • DFT charges rent on power-used basis ($x per MW used) and the company treats it as a selling point, but my VAR shows that not all the data center user like this. If clients have strong data flow, they want to be charged on square feet basis ($x per sf). DLR, on the other hand, has four options for clients. Clients can choose to be charged on power basis, sf basis, or more flexible way.
    • DFT’s growth is majorly driven by rents collected. This growth potential will be limited since all the data centers are running over 90% capacity. However, DLR only got 55% of its NOI growth from leasing and the rest 45% from acquisition. Although DFT and DLR have similar debt/EV, DLR has more favorable debt structure. DFT doesn’t have enough cash to do acquisition.
    • DFT’s facilities are really old, which already incurred a lot of costs for power cut. Out of the 9 stabilized centers, none was built last year and only one was built in 2011. However, DLR started to build a lot of its Turn-Key Flex (new generation of data center) since June 2012. Out of 2.4M sf constructions in DLR, 1.4M sf is new Turn-Key Flex.
    https://collab.its.virginia.edu/acce...hort/S-DFT.pdf
    Última edição por 5ms; 09-06-2017 às 14:02.

  6. #6
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  7. #7
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    What is the transaction with Digital Realty Trust that was announced today?
    Today we announced that DFT and Digital Realty have agreed to merge the two companies in a transaction that will result in Digital Realty acquiring DFT. We believe that as part of Digital Realty, our stockholders will continue to realize the benefits of our high-quality portfolio, with the added benefits of belonging to an even greater data center network with a truly global footprint and a well-diversified customer base.
    How did this transaction come about? Was the company “up for sale”?
    No, the company was not on the market for sale or merger. Digital Realty approached our Board of Directors with a written offer. The Board of Directors carefully evaluated the offer and, after much consideration and negotiation, determined that this combination would be the best course for the company and its stockholders.
    Will the merger definitely occur?
    The completion of this transaction requires the approval of both the DFT and Digital Realty stockholders. If the merger is approved by both sets of stockholders and certain other conditions are met, the merger will occur. However, there is a chance that the merger may not occur and DFT will continue as a standalone business.
    When would the merger occur and what is the process for preparing for the merger?
    We expect that meetings of the stockholders of each company to consider the proposed merger will be scheduled for later this summer. If approved and if certain other conditions are met, the merger is likely to occur shortly after the stockholder meetings. Although DFT remains an independent company until the merger is completed, there will be some activity to prepare for Digital Realty acquiring DFT. You may see representatives of Digital Realty in our headquarters or on site, working with our management team to ensure as smooth a transition as is possible, should the merger occur.
    Until the merger has been completed, will the two companies continue to compete against each other?
    Yes. Until the merger has been completed, both companies will continue to compete for customers, to serve their respective customers, and to build and maintain customer loyalty.
    Will we halt our design and development processes?
    We expect to continue working just as hard as we always have to meet all our associated deadlines and fulfill our obligations. Again, we will work “business as usual” in all areas of the business.
    How will the transition process be managed to ensure no disruption to services or our customers?
    We are in the process of communicating the announcement about the merger to our customers, with assurances that DFT will continue “business as usual” unless and until the merger is completed, and that a smooth and seamless transition will be planned and implemented once the merger is completed.


    Have clients, vendors and business partners been contacted about the transaction and our business going forward?
    We are in the process of communicating with each client, key vendors, and the general contractors and subcontractors of our development projects. As with our customers, we plan to provide assurances that DFT will continue “business as usual” unless and until the merger is completed.
    What happens next?
    DFT remains an independent company unless and until the merger is completed. Consequently, just as we always have done, we expect to each continue to do our jobs, and honor our commitments to our stakeholders: our customers, our stockholders, our vendors, and our contractors.
    Am I going to lose my job because of the merger?
    We know that job security is a very real concern for every employee. Digital Realty will put together an organizational chart for the combined companies as part of their efforts over the next couple of months. We believe there will be opportunities for some DFT employees to continue employment as an employee of Digital Realty, but we do not know what specific opportunities will be available or to whom they will be offered at this time.
    We have put in place a Severance Benefit Plan to provide severance to any DFT employee whose employment is terminated without cause within three months prior to or 12 months following the closing of the merger. Under this plan, if the Digital Realty/DFT merger is completed and if, within three months prior to or 12 months following the merger closing date, your employment is terminated without cause (e.g., you commence employment with Digital Realty on the closing of the merger and are terminated without cause within 12 months), you will receive a severance package to help you with your transition to new employment. The severance package includes:

    A lump sum severance payment equal to six months of your base salary (for part-time employees, the severance payment will be calculated assuming a 20-hour work week during that 6-month period);

    if you are a participant in DFT’s Short-Term Incentive Compensation Plan, then you will receive a pro rata payment equal to your target bonus for the number of days that you were employed during the year, and if you are a participant in DFT’s Sales Incentive Plan, all commissions related to transactions in which a definitive lease has been executed will be deemed “earned” and you will receive all unpaid commissions for those definitive leases; and

    if you timely elect and if you remain eligible for continued coverage under COBRA, Digital Realty will pay your insurance premiums for the continuation of medical care coverage under COBRA during the three-month period after the date of termination (provided that such payments will cease if you become eligible for benefits under a group health plan of another employer).


    Is there anything else I need to do to receive these severance benefits?
    Yes, to receive these benefits, you must sign a standard release. Everyone will receive the same release. You may view this document in advance by requesting a copy from Kathy Murphy.
    Explain to me how COBRA insurance coverage would work?
    If your employment is terminated as described above, you may enroll in COBRA insurance coverage for up to 18 months. You will have comparable coverage to the coverage you currently have if you have coverage under DFT’s insurance program, but you must pay the total amount of the premium (instead of what you have been paying under our benefits plan, which is 20% of the total premium). As described above, the severance benefit plan provides that Digital Realty will pay the entire premium for the first three months of COBRA coverage – meaning you will pay nothing during those three months.
    If I remain employed with Digital Realty following the closing of the merger, what level of pay and benefits will I receive during my employment with Digital Realty?
    The Digital Realty/DFT merger agreement provides that, for 2017 and 2018, DLR will maintain your current base salary or hourly wage rate. In addition, for 2017, DLR will maintain your current bonus target, and, for 2018, DLR will provide you with annual cash bonus opportunities that are no less favorable than the opportunities provided to similarly situated Digital Realty employees. For 2017 and 2018, DLR will also provide you with health and welfare benefits that are no less favorable, in the aggregate, than either the benefits provided to you prior to the closing of the merger or the benefits provided to similarly situated Digital Realty employees, as determined by Digital Realty. For the following years, your compensation may be adjusted to match similarly situated Digital Realty employees.
    Will Digital Realty pay my bonus for the entire year of 2017 if I am still working for them at year end? Will I have the same bonus plan with them going forward?
    If you are still in their employ at year end, Digital Realty will pay your bonus, with your minimum bonus paid at target, for the calendar year of 2017. In 2018, Digital Realty must provide you with cash bonus opportunities no less favorable than those provided to similarly situated Digital Realty employees. There will be Digital Realty human resource professionals available during these few months before the closing, and they will be able to answer questions relative to continued employment with Digital Realty.

    (continua)
    Última edição por 5ms; 09-06-2017 às 16:51.

  8. #8
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    Explain what happens to my stock if this merger is completed.
    Upon completion of the merger, all DFT stock will convert into Digital Realty stock at an exchange ratio of 0.545 shares of Digital Realty stock for every share of DFT stock. This means that, if you own 200 shares of DFT stock, you will receive 109 shares of DLR stock.
    Explain what happens to my unvested restricted stock if this merger is completed.
    Upon completion of the merger, all your unvested DFT restricted stock will automatically vest, and that stock will convert into Digital Realty stock as described above.
    What is the tax implication on my stock vesting?
    The IRS views a stock vesting event as a taxable income event. We believe the tax implications of your stock vesting in connection with the merger will be similar to the tax implications of your annual grants vesting on March 1, 2017. You will be notified of your tax obligation, and then have an option to return shares to cover the taxes or to write a check for such taxes instead.
    Does Digital Realty also offer stock as part of my compensation like DFT always has?
    Digital Realty’s equity-based compensation practices are unclear to us. There will be DLR human resources professionals available/on site during the few months prior to the closing of the merger who will be able to answer questions relative to continued employment with DLR.


    I fear I will lose my job. Can I look for a job while this is happening?
    Of course, you always are free to seek new employment. That said, the management team, as well as DFT’s Board of Directors, realizes that you – our DFT employees – are the ones that will keep our business running during the pendency of this merger. It is our hope that you will stay employed with DFT until the merger has been completed. As such, we have adopted a business continuity plan, under which each of you will receive a financial award (a retention bonus) payable to you if you remain employed with DFT until the merger is completed, which is expected to be 3 to 5 months or so from today. Additionally, as discussed above, your unvested restricted stock awards will vest if you remain employed with DFT until the merger is completed. Your unvested restricted stock awards will not vest if you leave DFT prior to the merger. Kathy Murphy in Human Resources will meet with each of you personally to go over these matters.
    Will I receive a partial retention bonus if I find a new job and cannot stay through the entire close of the sale?
    No; to receive your retention bonus, you must stay through the closing of the transaction/merger. However, if your employment is terminated by DFT without cause prior to or upon the closing of the transaction/merger, and such termination is in connection with the transaction, then you will still be eligible to receive a retention bonus.
    What if I choose to not continue employment with Digital Realty following the closing of the transaction?
    If you stay through the transaction closing date, you will still receive your retention bonus, and your unvested restricted stock will vest. But if you are not severed, you will not receive the severance benefits described above. If you choose to not continue employment with Digital Realty following the transaction closing date, you are in effect, resigning, which is different than being terminated (or severed) by Digital Realty .
    How will my job change during between now and the closing of the merger, if at all?
    There should be no change in the essential duties of your job during this process other than you may be asked to provide information to Digital Realty or participate as a transition team member during the period between now and closing of the merger. During this time, Digital Realty will be continuing to conduct due diligence and learn more about DFT to ensure a seamless transition. You are still employed at DFT to do the job for which you were hired and our expectation is that there will be no change in those duties, or the services provided to our existing clients.
    When will someone meet with me about my own situation during this merger?
    Kathy Murphy will be making appointments to meet with each of you personally. Expect to hear from her, or to receive a calendar invitation in the next week to do so.
    We plan to communicate often with updates, as we are permitted, and we welcome your questions and conversations around the process.

  9. #9
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    Home to the Cloud











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