Ronald “Ron” Rohde is the founder of a commercial real estate law firm where he primarily focuses on investor acquisitions and helping other investors buy commercial real estate. In this episode, Ron tells us about the importance of getting the right financing, when to consider using an open-ended fund, and the biggest lesson he’s learned as an investor himself.
One major skill set Ron brings to the table in his CRE deals is his financing knowledge, which includes understanding different lender relationships and staying up to date on the state of the market. “I love the saying that you can have a great deal, but bad financing can kill even the strongest deal,” he says.
Too much debt, high interest rates, and bad terms can all suck the life out of a great deal. “But great financing can make even a marginal deal good … you could have great financing make even a marginal deal cash flow and really just hit it out of the park. So that’s I think a critical component of overall deal acquisition,” Ron says.
Ron and Best Ever Show host Slocomb Reed discuss a scenario where open-ended funds serve as a viable solution during the episode. Say an investor wants to raise capital to buy a significant number of smaller assets — in this example, 5- to 40-unit apartment buildings. They can do so through an open-ended fund, which allows them to raise the capital in advance, and then purchase multiple properties through that same fund.
The open-ended fund isn’t required to identify the properties beforehand. When people invest in an open-ended fund, they are essentially investing in the GPs or the operator, rather than a specific property. They are also investing in the asset parameters set up by the fund. The GP or operator then executes and delivers.
Ron says he lost a fair amount of money on an out-of-state deal in which he invested $30K on a medical office building project in Las Vegas. He trusted the GP, but says the combination of distance and lack of understanding of the business led to his loss. “That’s the biggest lesson,” Ron says, “and I don’t regret it, but I realized what my blind spots were, and I didn’t take any steps to mitigate those.” Now he prioritizes accurately estimating cash flow and ensuring proper marketing is part of the business plan before jumping into a deal.
Ronald “Ron” Rohde | Real Estate Background
Greatest lesson: Just because you can do something doesn’t mean you should.
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TRANSCRIPT
Slocomb Reed: Best Ever listeners, welcome to The Best Real Estate Investing Advice Ever Show. I'm Slocomb Reed and I'm joined today by Ron Rohde. Ron is joining us from Dallas, Texas. He's the founder of Ronald Rohde Law, a commercial real estate law firm that handles commercial transactions from entity formation, PSA negotiation, and due diligence review through closing. He's also a general partner on industrial triple net properties in the Dallas Fort Worth area. Ron, can you start us off with a little more about your background and what you're currently focused on, both as an attorney and as an investor?
Ron Rohde: Yeah, absolutely. Thanks for having me on. Cool podcast. I am actually listening, so it's nice to be on the show as a listener. My background - I grew up in the north Texas area. My parents have always been involved in real estate investing. Growing up, it was natural - I just always thought that "Okay, you get some money, you put in your 401K, you put some savings, but then you also invest in real estate." It was just a standard asset class. I've been exposed to that, I've been around it.
Throughout my career, I've chosen to focus on the law as my specialty. I've always worked jobs in commercial real estate, whether it's new construction or ground-up multifamily. Now we primarily focus on investor acquisitions and helping investors buy commercial real estate and all of the legal documents that accompany that.
Slocomb Reed: Gotcha. All of your personal investing has been in the Dallas area as well?
Ron Rohde: Yeah, I would say I've had a couple of out-of-state deals. It'll be on there later for the deal that went bad, but primarily in Texas and Florida.
Slocomb Reed: Awesome. And Florida, gotcha. A couple of questions. We were talking before the recording that you had a fairly standard, buy some single-family rentals, --not your words but mine-- buy some FSRs, get burned out, and then redeploy that capital into something that's into a real estate investment asset class that's less time-consuming. You were saying it's triple net industrial, and in some cases single tenant. Why is it that you chose that to be your niche?
Ronald Rohde: Well, I think it's the question that every investor needs to start with. It really is "What are your goals? What are your life circumstances right now? How much capital do you have? How much time do you have?" Because investing in real estate is an expensive hobby, it's an expensive endeavor, so it requires some capital to get started. But beyond that, knowing yourself is the first step. Starting an SFR is great; I have no problems with people, that have a W2 job that wants to dip their toe. It's a great place to get started. I was no different. I was a W2, I was a lawyer, I was working a normal kind of nine to five, nine to six job, and I started accumulating these SFR. I had a couple of partners, like I had one with my brother, I had one with another friend of mine, and the rest, just my wife and I own. Eventually, we got six doors. Even with a property manager, it's just too many questions and too much to manage. With six doors -- we also had an Airbnb so we moved out of a townhouse that I lived in in a hot area and we did STR and that was fun, we're super hosts.
Slocomb Reed: When was this?
Ronald Rohde: When or where?
Slocomb Reed: When.
Ronald Rohde: This was back in like 2017, 2018.
Slocomb Reed: Gotcha.
Ronald Rohde: But with six doors, everything is breaking. We need a new water heater, the roof is going to go bad, this window broke, or how much do you want to spend on a refrigerator. They're uncommon, but they're frequent enough with six doors. What we did was just sold everything. I thought I was getting a great deal because, at the time, all of these Dallas houses had appreciated a lot.
Slocomb Reed: Totally.
Ronald Rohde: And I said, "Hey, I've been sitting on cashflow, I've been sitting on depreciation, this is just great. I'm just going to sell for a profit and have a good chunk of change to redeploy into industrial." It coincided with our life transitions. We got married, we've got two small kids, I have a law firm, and I started my own practice. I needed a real estate investment that I could place more than 150 grand at a time, because I needed to put down more equity. I needed something that was more hands-off and had less tenant turnover.
Mark to market every year is great if rents are going up. Also, it's just a pain, it's a lot of tenant's work. That's what led me to industrial. I kind of did a little bit of a survey... I didn't love retail; I'd had a lot of exposure to retail just casually and I'd always seen...
Slocomb Reed: Ron, let me put a little framing on the conversation... Because having a busy life outside of your real estate investing, moving into a commercial asset class with longer leasing cycles, triple net, giving yourself very little hassle - it makes a lot of sense to be going into industrial, and there's some triple net retail that would make sense there, too. Our Best Ever listeners, it's a very sophisticated audience, so I know a lot of people are resonating with you right now.
Let me ask Ron, how did you develop the expertise in industrial real estate investing that made you feel confident to invest in it yourself, not only for yourself, but also for raising capital from others? How did you build the expertise in industrial to do that?
Ronald Rohde: I think that partnering with somebody else who has already owned industrial is the first way. I should maybe clarify - when I say JP, we're not doing like a Reg D raise. It's usually just two or three guys, we just go in in active LLC. So it's a little bit different than what I would say is a technical raise. But yes, that's what gives me confidence, is somebody else who already owns the building. But that type of mentorship or that type of co-GP-ing I think is a great way to learn. Because we've got to have skin in the game, or else you're never going to focus on it the same as a theoretical learning exercise. So put skin in the game, and you partner with somebody that has done it before. You guys are co-equal and you can learn about that process. Everything from the acquisition, due diligence, underwriting, leases, tenant evaluation - all of those types of decisions. For me, I learned by doing, and I have to have money on the table so that I'm focused and I pay attention to it.
Slocomb Reed: Totally. Now, I will point out to accentuate the difference between my question and your answer, Ron. I said GP and you said JP, meaning that you are a joint partner with others, remaining active, getting your own capital involved, but not necessarily or not at all raising capital from partners in any sort of limited or passive capacity, correct?
Ronald Rohde: That is correct.
Slocomb Reed: That makes sense. You understand that your professional life is that world. So you said to partner with people who already have industrial assets, who've already performed in the space. Of course, that makes so much sense. Now, you've done it multiple times, at least three, I believe. What beyond capital are you bringing to the table? Are you handling a lot of the legal paperwork and the PSA, the due diligence process on behalf of your partnerships?
Ronald Rohde: It's a good question. I say yes and no. For some of our deals, my law firm will handle that aspect. But maybe some of the different deals that we hire outside counsel. For me, I love it. Again, because I get to learn how somebody else does the legal process, the things that they look for, and how they interact with clients. But it's a mix of both.
Slocomb Reed: As a realtor, Ron, I would have serious pains in my gut if I hired another realtor to list my house. It sounds like you do the attorney equivalent of that with some of your deals. I need to know more. Why is it that you would hire another firm to do things that your firm could do in-house? You said that you like learning and seeing how other people do things. Those are expensive things, so please flesh that out for us, why you would use someone else's services.
Ronald Rohde: I think part of it is really just kind of the focus aspect, and whether I'm the person that has to do the lifting. We have a team here, we have associate attorneys. Maybe in my example, I can even really parse it out. If it's a leasing or a tenant issue, then we can hire my firm and I don't feel as much of a drain on my time, or a conflict of interest of, "Ron, you sent us a huge bill; we don't want to pay you that much, even though it's what you do." It creates some more impartiality. So that, I think, may be a bigger part of the driver.
It was also that I think other people want diversification and they don't want to rely on me too much as a general partner, somebody who's talking about the deal specifics. Even, "Should we do this deal?", that kind of puts me in a tough position if I have both hats, so to speak.
Slocomb Reed: Gotcha. Are there other things that you're bringing to your partnerships beyond capital and legal expertise?
Ronald Rohde: Yeah, I would say financing is also a very big part. Understanding the relationship with different lenders, knowing what the market is doing... Because real estate, especially leveraged commercial real estate is really dependent on the financing. I love this saying that, "You can have a great deal, but bad financing can kill even the strongest deal." You put too much debt on it, you put over interest rate, bad financing terms - they can suck the life out of a great deal. But great financing can make even a marginal deal good. So you can do seller financing, you put 5% down, and 2% interest... You can have great financing, make a marginal deal cash flow, and really just hit it out of the park. That's, I think, a critical component of overall deal acquisition.
Slocomb Reed: In that financing field, what is it that you're bringing? Are you bringing lender relationships?
Ronald Rohde: Yeah, I think lender relationships as well as... I have a very broad exposure to other term sheets. Kind of the nature of my other day job is I see a lot of loan term sheets, I see a lot of industrial rates and amortization, and even loan amounts, and balloons... So I have a good sense - not as good as maybe a loan broker, but I have a lot more exposure than say, yourself, that looks at a couple of deals you hear from your friends; you're not seeing loan terms every single day like I am. So that's that market knowledge that is useful.
Slocomb Reed: I'd like to shift the conversation back more to your legal practice, your expertise as an attorney when it comes to deal structuring. How much of your time professionally is spent helping investors structure apartment deals and apartments syndications?
Ronald Rohde: I would say it's probably about a quarter; maybe 20%-25%. And deformation, and making sure that all of the partners are on the same page. It's really the foundation for any strong investment.
Slocomb Reed: Absolutely. On that note, I'm going to hijack the podcast from our Best Ever listeners and ask you a personal question. A question about me and my investing, and my professional trajectory that I know some of our Best Ever listeners will connect with, some of them. Let me set the stage here. I am a multifamily owner-operator, started with the small stuff, a house hack, and then a BRRRR, three families some smaller stuff.
As my portfolio grows, I'm looking in the future toward raising capital for larger deals. At the same time, being in Cincinnati and considering the multifamily inventory that we have here being older and smaller than a lot of metro areas, a lot of comparable secondary markets that just aren't as old as Cincinnati, the best returns I'm seeing are on smaller apartments. I do most of my analysis in my off-market lead generation in the five to 20-unit space, and then some 20 to 40 and above 40, almost everything is brokered.
There's better return potential in that space, because there's less competition. Keeping in mind that I and a lot of our Best Ever listeners are already the boots on the ground, operations, and management for their portfolio. A 12-unit building in Cincinnati worth 65k to maybe 80k, 90k, possibly 100k a door is not of a size that makes sense for apartment syndication because of the cost involved in the deal structure.
Hypothetically, over the next several years, I want to buy hundreds of doors, but I want to do it in that possibly four-unit, 12-unit, maybe 24-unit space, where the individual deals themselves are too small to syndicate. How would you suggest that I structure, not necessarily the returns that I'm offering, but the ownership structure that would allow me to raise capital to buy smaller deals that don't make sense to syndicate on their own?
Ronald Rohde: I'll answer your question with a question. What's the total market size, even just say in Cincinnati, of those deals? What's the total volume that you could potentially buy?
Slocomb Reed: That's a great question. We're recording in April of 2022, so the total volume of great deals is low. But the total volume in the Cincinnati metro area - there are over 10,000 of those properties for which I can identify the owner, and get some contact info, and attempt to reach out to them, in Greater Cincinnati.
Ronald Rohde: Let's call it 10,000 properties that average 10k a door or should it be five a door?
Slocomb Reed: Let's say an average of eight a door.
Ronald Rohde: Average of eight. Okay, so we're talking 80,000 units at 85K a door average. And I do this - so we're at the 680 million in terms of a total market, and obviously, you don't need to get 50% of that or 60%. I would say that there's enough equity that you could do something like an open-ended fund where you're not identifying the properties, but before investors are putting their money in, because you have such tight parameters of what you're buying.
With a hard stop, I'd say like 40 units, you would tell your investors, "I'm not going to buy anything more than 40 units. I'm not going to buy anything under five units." That's a pretty narrow window in the Cincinnati Metro between five and 40 units. Something like an open-ended fund maybe, so it's always rolling, you're always taking investor money in, and you have cash in the bank which allows you to make cash offers, then you can refinance after you close. That could be a vehicle that works, and then say you can raise $10 million to buy $25 million worth of property, something like that. I think that fits your goal.
Break: [00:17:26] - [00:19:12]
Slocomb Reed: Let's flesh this out a little bit. When you say open-ended fund, what you mean is a fund that is created and begins raising capital before it begins to acquire assets, in order to have the liquidity prepared for the acquisition?
Ronald Rohde: Right.
Slocomb Reed: And you can buy cash; you don't necessarily have to. But if you've raised it, it gives you that ability. So an open-ended fund. Now, you're not the first person I've asked this question, Ron. But I want to ask questions in a way that will be most informational for our Best Ever listeners. Why is it a term to fund? Is it specifically because it's going to own multiple assets?
Ronald Rohde: Yeah, it's not an SPE, it's not asset tied, so it's a fund, because you're investing in a mix. When you do like a Reg D kind of normal... Maybe I'll back up to full disclosure, I'm not a securities attorney.
Slocomb Reed: Yes, and you're not providing legal advice.
Ronald Rohde: I'm just saying, if there are securities attorneys listening and they're saying, "Ron, you're not describing this correctly under SEC subchapter 52." Okay, the general concept...
Slocomb Reed: You can reach out to the Best Ever podcasts and get on then so it's correct.
Ronald Rohde: That's right. Correct [unintelligible 00:20:24] and point out everything I said wrong. Because the concept though is it's a fund where people are investing into your asset class parameters. They're investing in you and the parameters, versus a specific asset, which is like the Reg D 506 thing. They've identified, read multifamily in Cincinnati, we're buying it, and this is how much raise is, we're raising 2 million bucks, it costs five, boom, boom, boom. Those are the common vehicles in real estate.
But those raises, let's say it costs 15,000, plus compliance costs, and ongoing compliance for all those LPs - those make sense on a bigger deal. But for smaller deals, you could do something for maybe higher upfront costs and the same ongoing costs, but now you're actually raising a few million bucks to buy a dozen of those multifamily.
Slocomb Reed: How would you move those levers of upfront costs and ongoing costs, and why would you do it?
Ronald Rohde: I would just front it with a couple of partners. That's, to me, the biggest benefit of coming in with one or maybe two people that are very aligned on your goals. Not just to share costs, but to decide, if we have the same exit goal, is this the best route for us to achieve the exit? I'll say that because I want to be my own devil's advocate, and come back, and I'll challenge you, Slocomb, and say, okay, if what I just outlined makes sense, and you're nodding your head, like "I could do that, these are great returns in a great property, this is my backyard, I'm the expert." If you can raise $10 million, why buy 100 properties or 85 assets?"
You would be better served to reach whatever the reason for your 100-unit goal is to raise the same $10 million from even the same people, and buy half as many, buy a third as many assets. Because it's a lot easier and a lot more feasible to hit your goal of buying 30 properties, as opposed to 100. It's just different, and I don't mean to say -- but just think about it, because I think the reality of why people don't do this already, is because if you have that skill set to do this type of analysis, to raise money, to underwrite, you can apply that to just bigger buildings, and if you can raise $10 million, you're not going to deploy it on a really granular basis. That's unfortunately the reality, is they reach that goal, you could raise 10 million and buy something else; buy a third as many of the buildings. Which as you know, every time you buy a building, the due diligence costs and the effort is about the same. Whether you're buying a five unit or a 50 unit, it's about the same.
Slocomb Reed: So I have to answer your question, right, Ron? I also think this is very beneficial for our listeners. The question being, if you're raising seven or eight figures of capital, why not purchase fewer assets, and less legwork to get the same return? I would say a couple of things. One is, and I know that there are a lot of Best Ever listeners in my position here... And let me make it clear, I'm not raising this money right now, I don't have a fund. This is not promotional, this is informational. So please Best Ever listeners, don't think that this is just shameless self-promotion, but also don't reach out to me about my fund, because I don't have one. I'm thinking about my future as an investor and I'm hoping that you guys are gaining value from it, because I know there are other people in my position.
Back to answering the question "If you're raising X million dollars, why not purchase fewer assets?" A couple of things. One is, I am seeing better returns from smaller assets right now. Thinking early 2022, what can be bought, I can get better cash flow out of the smaller stuff. I'm also already doing the hard things, the management of assets that are too small for onsite management.
The other thing is that, at least in Cincinnati, and I know that in markets with higher property values, the higher the property values in a market, the smaller the asset by door count that is most commonly professionally owned and managed. Said another way, the mom-and-pop real estate owner-operator has more doors in Cincinnati than they do in most of Florida or Texas. Because their property values are smaller, and they're able to. So I am capable of finding deals off market in that smaller space that allow much more force appreciation potential. So I think I can make the money go much further with the smaller deals, and I'm already doing the harder work. Higher result in cash flow, but also more force appreciation potential. That is also factoring for more expensive debt, for the record. Because most of the time, I'm in conversation with a local bank about what they'll do. My stuff is not going to qualify for a Freddie Mac small business or anything like that.
Ronald Rohde: You're not doing any Fannie 2% deals on these.
Slocomb Reed: No 2% money. No, that's--
Ronald Rohde: Have you done four recently? I haven't seen it even industrial is getting quoted above four, four and a quarter.
Slocomb Reed: In 2021. But a lot has changed since then, which is why I say talking numbers, it's not as relevant, because I haven't been quoted in the last few months. I have a couple of acquisitions in the pipeline, but we're still too early and due diligence and we're a little off-topic.
Ronald Rohde: I always like this stuff, because picking apart your own ideas and then being able to justify them to somebody else is a great way to stress-test your own things. I think what you want to do has manpower, you're going to have to have more employees than my counterpoint. That's not to say one is better or the other, but you've obviously thought about it in why maybe Cincinnati is even a unique market to do this and how it meets your goals. You embrace that management aspect. Because a lot of people just want to be owners. They don't want the personnel, they don't want employee issues with management companies for small, medium multifamily. That's just different, that's just what makes you different than me or other investors.
Slocomb Reed: Ron, there are also a lot of people who followed that classic BiggerPockets path of "Get a house hack, buy some more rentals, or start with single-family and scale-up." A lot of them see apartment syndication and realize how much less operational work there is to make similar money... And they jump ship, they sell their single-family rentals, and get into industrial, when they've already developed a skill set that they could continue to use.
What I'm proposing is -- I met with some investors from Minnesota, from Duluth in Minneapolis this morning. I'm hearing very similar things about the market there as well. I know possibly, especially in the Midwest, but particularly in older cities, older metro areas like Cincinnati, I don't think we're the unicorn. I think you have to get into secondary and tertiary markets, but I think they're probably all over the country, that you have this smaller inventory that will cashflow better, and allow for scale if you can raise capital through something like an open-ended fund to purchase them.
Let me see if I can summarize this conversation about how to structure it. Correct me where I'm wrong and then we'll move into the last segment of the show, Ron. An investor wants to raise capital to buy a significant number of smaller assets. They can do so through an open-ended fund. An open-ended fund allows them to raise the capital in advance, and then purchase multiple properties through that same fund. The open-ended fund isn't required to identify the properties beforehand. What people are investing in when they invest with an open-ended fund is they're investing in the GPs, the operator, so there has to be trust there, of course, and a level of experience, etc., etc.
They're also, to use your words, they are also investing in the asset parameters set up by the fund. The fund will buy X, and it will produce Y. Those are the things that the people looking to invest in the fund are getting. They're getting the GPs, the operator, and they're getting the asset parameters. And then you execute and deliver. What else would you add to that?
Ronald Rohde: No, I think that's a great summary. I would say another wrinkle or possibility is if you develop the track record, if you identify a system to apply it to a new metro, you don't even need multiple investors, you don't need a fund. You may get a single partner, which is good and bad, but single or two families that say, "Hey, we saw this, we love it. How much do you need? We'll both write a check," and away you go.
Slocomb Reed: One more thing on this I forgot to ask earlier. I know that there are listeners in this position too, who want to raise capital. What if I seeded the fund with something that I already own, that's already performing? So I already own assets in this space, I could... You can tell me how this works, Ron.
Ronald Rohde: You can sell the asset into the fund at a predetermined rate. Yeah, that's common; you've got to do a whole bunch of disclosures about fair market and appraisals. But at the end of the day, yes, in order to help the fund get going with some mass, with cash flow, with assets under management, for sure, people do this all the time, they vend in other properties that they kind of already own or control, they vend it into the fund and get the returns going.
Slocomb Reed: Awesome. So many more questions I want to ask, Ron, but it is time for our Best Ever lightning round. Are you ready?
Ronald Rohde: Ready.
Slocomb Reed: Ron, what is the Best Ever book you've recently read?
Ronald Rohde: I still love Traction. I reread it, but it's a business book, for anybody that doesn't know. Everything that is in there, I just feel like it's true. It's all down to execution. So I've got to reread it. Anybody who's doing real estate, you are a business. Whether you want it or not, it is a mini form of a business. You may have one employee, but it doesn't matter... And I think the sooner you think about real estate investing as a real business, the faster it'll be smoother.
Slocomb Reed: I just reread Traction as well, implemented a lot of those systems into my business last fall, and it's time for a checkup. What is your Best Ever way to give back?
Ronald Rohde: I'm Chinese, my heritage is Chinese. My mom's Chinese, my dad's American. I really give back to the Asian American community. I'm active on some not-for-profit groups, chambers of commerce kind of thing. Really, I see the next generation of Asian Americans, they need to see people doing fun, exciting things like investing in real estate and say, "I can do that, too." I'm really proud to give back to that community.
Slocomb Reed: Nice. Within commercial real estate investing, Ron, what is the biggest mistake you've made, and the Best Ever lesson you learned from it?
Ronald Rohde: I kind of hinted at this earlier. Out of state is always tricky. I lost a fair amount. For me, back at the time, it was like a year, six months’ worth of savings, which is like 30,000 bucks on this medical office building project in Las Vegas. It sounded really good, I trusted the GP. And nothing wrong with that. I think it was just a combination of being far away and not really understanding enough of the business and how it was going to make money. But we lost equity on that; I lost a fair amount of money at the time, I think. But that's the biggest lesson. I don't regret it, but I realize what my blind spots were and I didn't take any steps to mitigate those.
Slocomb Reed: What were your blind spots?
Ronald Rohde: I think underestimating cash flow and the need to have marketing, instead of just, "We'll get tenants." I think that's like step seven in the business plan, it just says "Get tenants, Ron." "Oh, yeah, sure. Okay." And then profit. But every step can have some expansion. And we didn't know the market, we didn't know what the demand. We didn't know a ton about the area and we just said, "Hey, medical office is great." Yes, it is, in a general sense. But do you have a system and do you have people that can give you leads, that can give you pricing feedback and give you tenants, that sort of thing?
Slocomb Reed: What is your Best Ever advice?
Ronald Rohde: "To thine own self be true." We're so caught up in competition, we see a lot of social media or even our friends... To me, it really doesn't matter. You have to understand, you're competing against yourself. Are you better this year than you were last year? Only your own goals can motivate your decisions. You can't want something that somebody else wants, because they have their own motivation and their own factors, their own inheritances, or connections, or luck. So it's really just unwinnable competition. Know yourself, and only try to please that person.
Slocomb Reed: Where can our Best Ever listeners get in touch with you, Ron?
Ronald Rohde: Definitely the website, ronaldrohdelaw.com.
Slocomb Reed: Great. That link will be in the show notes for this episode. Ron, thank you. Best Ever listeners, thank you as well. If you gained value from this episode, please subscribe to our show, leave us a five-star review, and share this with a friend to who we can add value through this conversation about transitioning to less intense investment strategies and structuring deals to buy smaller assets with raised capital. Thank you and have a Best Ever day.
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