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Archive for February 16th, 2013

Advice to Two Readers

Saturday, February 16th, 2013

I have great readers.  Two questions tonight on very different topics:

I’ve really enjoyed reading your blog ever since I came across it (via Simoleon Sense, I think?). I think your perspective as a bond manager is especially neat. When I was doing some research on Sears I saw something odd in the most recent 10-Q and I was curious to see what you thought about it. It seems like the company sold $250M in bonds to its own pension plan back in 2010:

Senior Secured Notes

In October 2010, we sold $1 billion aggregate principal amount of senior secured notes (the “Notes”), which bear interest at 6 5/8% per annum and mature on October 15, 2018. Concurrent with the closing of the sale of the Notes, the Company sold $250 million aggregate principal amount of Notes to the Company’s domestic pension plan in a private placement. The Notes are guaranteed by certain subsidiaries of the Company and are secured by a security interest in certain assets consisting primarily of domestic inventory and credit card receivables (the “Collateral”). The lien that secures the Notes is junior in priority to the lien on such assets that secures obligations under the Domestic Credit Agreement, as well as certain other first priority lien obligations. The Company used the net proceeds of this offering to repay borrowings outstanding under a previous domestic credit agreement on the settlement date and to fund the working capital requirements of our retail businesses, capital expenditures and for general corporate purposes. The indenture under which the Notes were issued contains restrictive covenants that, among other things, (1) limit the ability of the Company and certain of its domestic subsidiaries to create liens and enter into sale and leaseback transactions and (2) limit the ability of the Company to consolidate with or merge into, or sell other than for cash or lease all or substantially all of its assets to, another person. The indenture also provides for certain events of default, which, if any were to occur, would permit or require the principal and accrued and unpaid interest on all the then outstanding notes to be due and payable immediately. Generally, the Company is required to offer to repurchase all outstanding Notes at a purchase price equal to 101% of the principal amount if the borrowing base (as calculated pursuant to the indenture) falls below the principal value of the notes plus any other indebtedness for borrowed money that is secured by liens on the Collateral for two consecutive quarters or upon the occurrence of certain change of control triggering events. The Company may call the Notes at a premium based on the “Treasury Rate” as defined in the indenture, plus 50 basis points. On September 6, 2011, we completed our offer to exchange the Notes held by nonaffiliates for a new issue of substantially identical notes registered under the Securities Act of 1933, as amended.

I feel like that’s a bit odd, but I couldn’t find much about it either way. I assume you’ve pretty much seen it all with bond placement, so I figured you’d be a good person to ask – is that normal? Or is that something you see when a company has a hard time finding buyers for its debt? My gut says the latter since you’re basically jacking up your pension fund’s exposure to the company’s health and creating some agency issues, but maybe that’s just naivete on my part…

Anyway, love your blog, you’re putting something great out there (and not too many folks can say the same).

Aye, Miguel Barbosa, I know him.  We had dinner together in Chicago 1.5 years ago.  A great guy.

As for the odd Sears bonds, often companies with liquidity difficulties take the desperate step of issuing company securities to the pension plan.  You will note that most of the demand for the bonds came from external parties, and then they used that price to issue another $250 million to the pension plan.  To be perfectly above board, if I had been doing it, I would have done the deal for $1.25B, with a protected $250M order from the pension plan.  External investors should know the total size of the deal.

I’m not a pension actuary, but I do know that there are limits on what can be bought by pension plans of affiliated securities.  It is not considered to be a good practice — it is a form of leverage, and good companies don’t do it.  It would make me more skittish on Sears from a credit perspective.  Doing this is a red flag.

Aside from that, Eddie Lampert has harmed the interests of bondholders before, when he bought KMart.  Why should you be docile for someone who does not respect bondholders?

Here’s email #2:

I know you’re a big fan of RGA. How do you get comfortable with the tail risk potential from pandemics? What would downside be for the stock in the event of a pandemic?

I look forward to hearing your input.

That’s a good question.  In late 2004, I attended the Casualty Actuarial Society Annual Meeting in Montreal.  That was the first time I heard about H1N1, and the threat it might pose.  I owned for clients two pure-play life reinsurers at the time, RGA and (spit, spit) Scottish Re, so the potential problem concerned me.  After a lot of research, I held onto my reinsurers, here’s why:

Positives:

  • People are a lot healthier now than in 1918
  • We are better at screening visitors from areas where avian flu exists.
  • The 1918 virus was unusual in terms of its ability to spread to humans and its virulence
  • Fewer people sleep on the ground with the birds that they shepherd.
  • Chickens and pigs are usually more separated now than previously.
  • Also humans don’t have as much contact with pigs.  Confinement raising may be cruel to animals, but it protects human health, in addition to being economic.

Negatives

  • No one alive has any immunities to the avian flu.
  • Flu shots and Tamiflu are worthless with respect to the avian flu.  Don’t get vaccinated.  It is close to useless.  I have never gotten vaccinated.  They can’t predict what strains will be virulent six months in advance.

Now, nothing is impossible.  There is risk here, just as there is risk of large meteorites hitting earth every 100 years or so.  Those are risks I have to live with, unless I have special information, which I don’t.

More disasters don’t happen than do happen.  As Ecclesiastes 11:3-6 says:

If the clouds are full of rain, They empty themselves upon the earth;
And if a tree falls to the south or the north, In the place where the tree falls, there it shall lie.
He who observes the wind will not sow, And he who regards the clouds will not reap.

As you do not know what is the way of the wind, Or how the bones grow in the womb of her who is with child,
So you do not know the works of God who makes everything.

In the morning sow your seed, And in the evening do not withhold your hand; For you do not know which will prosper, Either this or that, Or whether both alike will be good.

Worrying about large disasters is fruitless.  Far better to try to be productive, than to try to time disasters.  Productivity is something we can control under ordinary circumstances.  Disasters are something we are subject to, and are very hard to avoid, so unless you are one of the favored ones with inside knowledge, aim to be productive  — it is the far better choice.

Full disclosure: Long RGA (double-weight)

Sorted Weekly Tweets

Saturday, February 16th, 2013

Rest of the World

 

  • IMF: Canada could make case for more interest rate cuts http://t.co/Zd3zmMUH IMF peddles snake oil2Canada, lower rates would b a disaster $$ Feb 15, 2013
  • Why Venezuela’s Devaluation Is Biting http://t.co/LL54JRZ8 Corporations operating in Venezuela get hit b/c there is no good way 2 hedge $$ Feb 15, 2013
  • Soros Aide Wins Kudos for Japan Bets http://t.co/DoaYtYMJ Scott Bessent has his own investing ideas, freeing his boss 2 peddle bad ideas $$ Feb 15, 2013
  • Euro-Zone Economy Plunges http://t.co/JEQVfGep Eventually Germany is going to have to accept that debts they r owed must be written down $$ Feb 14, 2013
  • Tensions Mount as China Snatches Farms for Homes http://t.co/a8aIqqxR Only backward countries like China prohibit ownership of land $$ Feb 14, 2013
  • China’s Internet ‘Wall’ Hits Business http://t.co/Kh7zDD0E The Great Firewall of China hinders commerce. Also, harder to get VPNs now $$ Feb 14, 2013
  • No Shirakawa Eulogies as JGBs Look Beyond Weak BOJ http://t.co/9orwutaY The BOJ is still sterilizing, but they r buying long-dated JGBs $$ Feb 13, 2013
  • Japan Needs Weaker Yen; US Has No Right to Complain http://t.co/OG5tcNFS At least *someone* has2test resolve of US “Strong Dollar Policy” $$ Feb 13, 2013
  • Panasonic CEO Attacks Sprawl in Bid for Profit: Tech http://t.co/bfsbdZLO $PC is a tough turnaround, but maybe this guy could do it. $$ Feb 13, 2013
  • Irish Town Lives Up to Motto Amid Horse-Meat Scandal http://t.co/cMIQRtUd “Be at the center,” is the motto of the Irish town of Ballybay. $$ Feb 13, 2013
  • G7 Nations Attempt to Avoid Currency War http://t.co/CJjCgjzr G-7 Roils Currency Markets With Split on Concern Over Yen http://t.co/xH2ro4tk Feb 13, 2013
  • The problems with Petrobras http://t.co/pgibXCf5 Rapid growth & large investment plans rarely work well; good growth is incremental $$ Feb 12, 2013
  • USD-JPY: False Start? http://t.co/kVWnFDH6 The Japanese r changing the currency game; the sterilization is gone. What central bank next? $$ Feb 12, 2013
  • Chinese Workers—in Greenland? – Businessweek http://t.co/nmzjpHaP China moves 2 monopolize rare earth metals, maybe, now mining Greenland $$ Feb 11, 2013
  • Canadian Mega Housing Bubble Part 2 – Impact on Canadian Economy http://t.co/WbS22E3Z On the bright side, Canadian Gov’t not overindebted $$ Feb 11, 2013
  • Canada is not immune of a global slowdown http://t.co/NDCdMHOY slower global economy -> slower increase in demand 4 crude oil $$ Feb 11, 2013
  • Chavez Risks Backlash as Venezuelan Deficit Prompts Devaluation http://t.co/V5RLwpMW Squanders well-being of nation for personal goals $$ Feb 09, 2013
  • An Insider’s Guide to Counterfeiting Wine – Businessweek http://t.co/SoVp0OrF 3 ways to counterfeit expensive wines & how to avoid them $$ Feb 09, 2013
  • Most Australian Wine Exports Ship in Giant Plastic Bladders http://t.co/jL1S9KLF “We don’t ship glass around the world, we ship wine.” $$ Feb 09, 2013

US Politics

 

  • State Exchange Buildout Shifts Into High Gear http://t.co/mwSFxe9e When history deals w/what destroyed healthcare, will b a pic of Obama $$ Feb 15, 2013
  • James Bovard: Perform Criminal Background Checks at Your Peril http://t.co/y8kZYsq4 Another reason why most jobs aren’t advertised $$ Feb 15, 2013
  • A Chinese Hacker’s Identity Unmasked http://t.co/5BE5XgKe Details the means by which a significant Chinese hacker was exposed. $$ Feb 15, 2013
  • Republicans See Obama Second-Term Agenda as Dead in Water http://t.co/uR4sUMjI Worked in 2011-2012, will work in 2013-2014 $$ #justsayno Feb 14, 2013
  • Public Expenditures Austerity and SP500 addicted to QE http://t.co/TzTzL9VL We need to have a debate over whether QE helps real economy $$ Feb 14, 2013
  • How Not to Run a Pension http://t.co/MwNhzEdd John Mauldin on pensions mess we r in federal, state, & municipal. Blue states worst off $$ Feb 14, 2013
  • Central Banks Gone Wild: What Can Investors Do? http://t.co/wzL2xadd Gold, stocks, & the currency of the one that loosened last w/ a lag $$ Feb 13, 2013
  • Obama S&P Case Started When Toxic Debt Masqueraded as AAA http://t.co/V9umvcfN S&P shuld show how little $$ was lost on AAA securitized debt Feb 12, 2013
  • US Economy – Growth Still coming from Borrowing? http://t.co/MTRiKYNi Yes, a lot of current consumption stems from more consumer debt $$ Feb 12, 2013
  • Corn growers get two-thirds of record US crop insurance payout http://t.co/2D1wWc0E Farm lobby swilling @ trough, subsidies not needed $$ Feb 12, 2013
  • Central banking and bubbles: Scott Sumner is wrong | The Economist http://t.co/wDTZzEQ6 It’s not hard to measure total debt / GDP ratio $$ Feb 11, 2013
  • Biofuel Scandal Pushes Trading Firm Into Bankruptcy http://t.co/uETQyx0D firm accidentally sold $9 million worth of fake biofuel credits $$ Feb 11, 2013
  • Should the Fed pop bubbles by raising interest rates? http://t.co/IhKnbA80 Fed should avoid creating bubbles in the first place $$ Feb 11, 2013
  • Bipartisan Letter Seeks Answers on Open-Government Failures http://t.co/shFKY7PB Many people voted for change & got Bush-plus in return $$ Feb 09, 2013

 

Berkshire Hathaway & Heinz

 

  • Shopping Spree for Wall Street http://t.co/QNfGJ14E Premature I think. Yesterday was big4 M&A, but it could just b a fluke $$ $HNZ $AMR $LCC Feb 15, 2013
  • First Bud, Now Heinz, Brazilian Deal Maker Lemann Grabs Brands http://t.co/CxWLqjPH A glimpse at the guys *really* behind the $HNZ deal $$ Feb 15, 2013
  • Buffett’s Buffet: An All-American Meal at Warren’s Table http://t.co/WyjedMKb Can get a complete high-calorie meal at Warren’s restaurant $$ Feb 15, 2013
  • Three Billionaires Join Buffett for Heinz Deal http://t.co/avb4QtVb Meet real guys behind the $HNZ deal; Buffett is riding on their bus $$ Feb 14, 2013

 

Other

 

  • Pope’s Culture Club Masks Conclave Packed With Benedict’s Clones http://t.co/0cv1g1T0 1st article I’ve seen that gets it. No major change $$ Feb 15, 2013
  • Home Schooling & working from home has odd fun moments like my 16yo asking, “Why is the NE legislature unicameral?” http://t.co/CefD1i4p $$ Feb 13, 2013
  • Uncork the Nose’s Secret Powers http://t.co/jKTvg3Ki There is an element of “use it or lose it” 4 ability to smell as we age $$ Feb 13, 2013
  • LightSquared’s Ghost Raised in Fight Over Talking Cars http://t.co/CGuxCIvh Maybe the Defense Dept could free up some spectrum it hoards $$ Feb 12, 2013
  • The World’s Top 10 Most Innovative Companies in Finance http://t.co/pzqzRJUr Mostly credit/transaction facilitators, some risk mgmt $$ Feb 12, 2013
  • Skin in Which Game? http://t.co/UV18ORq0 If I was going into an intellectual fight, I would bring @EpicureanDeal w/me rather than @nntaleb Feb 11, 2013
  • Blizzard Dumps Snow in Northeast, Knocks Out Power http://t.co/nji84Ub0 My sympathies. Remember 3 years ago getting 2 of those in a row $$ Feb 09, 2013
  • Are Polar Bears Really Disappearing? http://t.co/5Epxg666 Probably not, population is bigger than in 1965, but small than in 1990 $$ Feb 09, 2013
  • A ‘Bucket List’ for Better Diversification http://t.co/XqjjhklO from @jasonzweigwsj | Good strategy, similar to the Permanent Portfolio Feb 09, 2013

 

Companies

 

  • Cisco Won’t Spend Money In The US Until The Tax Code Is Changed http://t.co/mbB7Dwk3 Logical outcome of poorly designed corp tax policy $$ Feb 15, 2013
  • Buffett does all he can to make his 13F hard to drag into Excel $$ $BRK.B Feb 15, 2013
  • As I go through 13F filings, it’s interesting to see industry concentrations. Some like retail, others financials, tech, energy etc $$ Feb 15, 2013
  • Dodge & Cox http://t.co/zJzIEISU Maybe it shouldn’t make me feel better when I see a manager I like owning shares that I do, but it does $$ Feb 14, 2013
  • P&G Finds a ‘Goldmine’ in Analytics http://t.co/y0mnK8kH All large consumer businesses will realize detailed consumer knowledge is key $$ Feb 13, 2013
  • $AAPL at Cheapest Since 2000 Signals Buy to Gamco, Thornburg http://t.co/rllHxys5 Not simple; Big companies need bigger markets 2 grow $$ Feb 13, 2013
  • $FLEX raises $1B as a junk grade company for 7 & 10 years @ 4 5/8% & 5% & raises financial flexibility http://t.co/hOuCNEP7 FD: + $FLEX Feb 13, 2013
  • Assurant Gains as Fannie Mae Force-Placed Plan Stalls http://t.co/ELDqXD5O $AIZ soldiers on, w/rate decreases, but with a strong business $$ Feb 13, 2013

 

Market Impact

 

  • We still have renters to thank for healthier housing market http://t.co/apBD0gHD Which means 2many properties r in the hands of investors $$ Feb 15, 2013
  • Do Junk Bonds Still Live in the Best of Both Worlds? http://t.co/j2w2docJ Demand 4 income is unabated, but there r limits 2 how low yields go Feb 14, 2013
  • SP500 Futures – Warning Signs Flashing RED? http://t.co/4gDyn3Ap Compendium of a lot of bearish reasoning, FWIW $$ Feb 13, 2013
  • Bridgewater Bets on Stocks as Cash Moves Into Market http://t.co/GZTePjCz Dalio bets on reflation amid central banks fanning the flames $$ Feb 12, 2013
  • How banks could get blown away by bond bubble http://t.co/xVpBFWmH A bond market in rebellion could deliver a lot of MTM losses 2 banks $$ Feb 12, 2013
  • The Fed’s tricky QE3 escape http://t.co/mcQadLoh There is no escape; when bond market turns on the Fed, vacuous policies will b exposed $$ Feb 12, 2013
  • US High Yield Bonds: $HYG Disconnect with $SPY http://t.co/r0t4DASq S&P 500 strong while junk is weakening. Could b toxic for stocks $$ Feb 12, 2013
  • To Drown in OIL http://t.co/xVJlIwZj Cushing inventories are at records, even w/the Seaway Pipeline pumping crude to Houston $$ Feb 12, 2013
  • SP500 Futures- More Warning Signs? http://t.co/Uc9LNqQB Too much bullishness, credit feeling soggy $$ $SPY Feb 12, 2013
  • Buyout-Boom Shakeout Seen Leaving One in Four to Starve http://t.co/wPcBuebk Always best to invest when capital is scarce, not in glut $$ Feb 12, 2013
  • How Should an Investor Decide Whether to Dump a Mutual Fund That Has Been Doing Poorly? http://t.co/9c7lY4yI 12 opinions, mostly indexing $$ Feb 12, 2013
  • Nasdaq Talked With Carlyle About Going Private: Sources http://t.co/LoFBgXH3 Cheap $$ looking 4a home; question boils down 2 price $NSDQ $CG Feb 12, 2013
  • Why These 4 Refinery Stocks Boast Bolting RS Lines http://t.co/jlb6luXS Will have to sell a refiner soon; momo crowd creating overshoot $$ Feb 12, 2013
  • Dell Defends Deal: ‘Offers an Attractive and Immediate Premium’ http://t.co/xrSaBCRs Objectors wud b convincing if they bot aggressively $$ Feb 11, 2013
  • The Dell Deal Is a Steal That May Die http://t.co/sVQj7aoe What amuses me is that largest complainer has been selling even as low as $10 $$ Feb 09, 2013

 

Wrong

  • Wrong: Buffett Cash Targets General Mills to Grainger http://t.co/TybErutX Many do articles like this; none of them ever prove correct $$ Feb 15, 2013
  • Wrong: Congress Starts Examining Changes to Charitable Tax Break http://t.co/cLSOeDUU There r much better ways to raise taxes or simplify $$ Feb 14, 2013
  • Wrong: Plans to Expand Preschool Unveiled http://t.co/VWDcxkAE It is better educationally to have young children @ home most of the time $$ Feb 14, 2013
  • Wrong: Wall Street Fading as Emerging-Market Banks Gain Share http://t.co/NLoYMLNy Too soon, the EM banks r immature w/risk control $$ Feb 12, 2013
  • Wrong: Next Pope to Face Calls for Renewal After Benedict Resisted http://t.co/LNQ30x5Q American media does not understand the Vatican $$ Feb 12, 2013
  • Wrong: An Aging Population May Be What the World Needs http://t.co/RBjuVRce Economies do not work well when # of workers shrinks $$ Feb 11, 2013

 

Replies and Retweets

  • .@joshuademasi Come on in it’s around the back, just a half a mile from the railroad track. U can get anything u want @ Warren’s restaurant Feb 15, 2013
  • @michellemalkin For the most part, I don’t tweet to engage; I use it to inform. Used 2do news blog posts, now I tweet good stuff 2 read $$ Feb 15, 2013
  • @richriker EDGAR is free. There are some pay services that make it simpler to get 13F data, or other data filed w/the SEC Feb 15, 2013
  • ‘ @richriker Depends what you mean. They are all available at EDGAR http://t.co/PjUFyetg I have the pgs for 77 mgrs bookmarked $$ Feb 15, 2013
  • @Nonrelatedsense They did, as did Legg Mason, Third Avenue & others that thought value investing was “buy it cheap,” not safety Feb 14, 2013
  • @PlanMaestro Thanks, btw, I like your new logo — cool Feb 14, 2013
  • @researchpuzzler Thanks for showing that to me; I expect most actuaries will yawn at it; academics doing theory when current methods work $$ Feb 14, 2013
  • Shocking revelation RT @EddyElfenbein: “I’m aggressive and annoying” – Paul Krugman http://t.co/9r8z51ke Feb 13, 2013
  • Bank shills $$ RT @davidmwessel: All 12 Fed bank presidents write FSOC asking for tougher rules on money market funds. http://t.co/0XhI4WXs Feb 12, 2013
  • U know it RT @historysquared: “TREASURY SECRETARY NOMINEE LEW:Says He Will Maintain a Strong Dollar Policy if Confirmed.” – do they all lie? Feb 13, 2013
  • ‘ @GaelicTorus I’m only human. Herod forgot that. http://t.co/iixVdgAN I haven’t. Thanks for the praise, though. Feb 13, 2013
  • I just left a comment in “Warren Buffett turns his eye to annuities – MarketWatch” http://t.co/kz7S0yVP Feb 13, 2013
  • On the tweet two previous: long $AIZ . one of the best insurance companies I have known Feb 13, 2013
  • @JamesMarsh79 My view is inbetween. There r regularities, but w/a lot of noise around them Feb 12, 2013
  • Dalio is like Gross, he plans intermediate term but adjusts frequently $$ RT @jckhewitt: Whatever happened to that beautiful deleveraging? Feb 12, 2013
  • @MarshallFraser I don’t disagree w/crop ins., just the subsidy most of which makes it into the pockets of Big Ag & insurers, not familyfarms Feb 12, 2013
  • $JNK & $RUT diverge significantly, uh oh $$ RT @DougKass: One of the scariest charts extant http://t.co/WeLlmyhu (Hat tip Divine Ms M!) Feb 12, 2013
  • “I was skeptical of Apple, but I only mentioned it in tweets, so I can’t take much credit…” — David_Merkel http://t.co/L6p8D5Ic $AAPL $$ Feb 12, 2013
  • @joshuademasi Also, that every tightening cycle over the last 30 years ending with something blowing up; Fed rides to the rescue 2 soon $$ Feb 11, 2013
  • @joshuademasi I know that, but the ultimate proof over the last 30 years was the massive accumulation of debts from their ez $$ policy Feb 11, 2013
  • @ScottGalupo Totally disagree. BBA has been needed 4 40 years, and would have limited damage done in the present crisis. Debt is the problem Feb 10, 2013
  • @zringer21 Responded — hope you like it. Feb 10, 2013
  • @jasonzweigwsj I really admire your views, as you may surmise from my comments. Here is my piece on the topic: http://t.co/yPpCBfOM $$ Feb 10, 2013
  • @jasonzweigwsj I have written about this: http://t.co/yPpCBfOM Few want to follow sound ideas. Problem: If everyone did this gold wud soar Feb 10, 2013
  • @cate_long I am conservative in most ways, but Peter Wallison makes me nervous; I don’t usually trust his reasoning. Not enough real thought Feb 09, 2013
  • RT @EmanuelDerman: The EMH was economic jiu-jitsu to turn weakness into strength. “I can’t figure out how things work, so I’ll make that … Feb 09, 2013

 

FWIW

  • My week on twitter: 48 retweets received, 2 new listings, 74 new followers, 58 mentions. Via: http://t.co/SPrAWil0 Feb 14, 2013

 

Disclaimer


David Merkel is an investment professional, and like every investment professional, he makes mistakes. David encourages you to do your own independent "due diligence" on any idea that he talks about, because he could be wrong. Nothing written here, at RealMoney, Wall Street All-Stars, or anywhere else David may write is an invitation to buy or sell any particular security; at most, David is handing out educated guesses as to what the markets may do. David is fond of saying, "The markets always find a new way to make a fool out of you," and so he encourages caution in investing. Risk control wins the game in the long run, not bold moves. Even the best strategies of the past fail, sometimes spectacularly, when you least expect it. David is not immune to that, so please understand that any past success of his will be probably be followed by failures.


Also, though David runs Aleph Investments, LLC, this blog is not a part of that business. This blog exists to educate investors, and give something back. It is not intended as advertisement for Aleph Investments; David is not soliciting business through it. When David, or a client of David's has an interest in a security mentioned, full disclosure will be given, as has been past practice for all that David does on the web. Disclosure is the breakfast of champions.


Additionally, David may occasionally write about accounting, actuarial, insurance, and tax topics, but nothing written here, at RealMoney, or anywhere else is meant to be formal "advice" in those areas. Consult a reputable professional in those areas to get personal, tailored advice that meets the specialized needs that David can have no knowledge of.

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