Three Years After Going Public, Fairway Files Chapter 11

Back in April 2013, during the height of the IPO scramble, this is how the NYT reported about the initial public offering of a little known NYC grocery chain known as Fairway.

Until recently, Fairway was not much more than a popular market on Manhattan’s Upper West Side, where residents went for goods like smoked salmon, medjool dates and cheeses. Today, it is a fast-growing 12-store grocery chain with ambitions of opening 300 outlets across the country.

 

On Wednesday, Fairway hopes the investing public will aid in its expansion after its stock starts trading for the first time. Its initial public offering got off to a strong start Tuesday evening, with Fairway pricing its shares at $13 each, above the expected range. It raised $177.5 million, valuing the whole company at $536.1 million.

 

Fairway’s tag line claims that it is “like no other market,” yet it is seeking to expand in a hypercompetitive industry. A chief rival is Whole Foods, which has aggressively expanded in the New York metropolitan area and in August opened its seventh store in the city.

It failed: just over three years later, the once successful IPO is now a distant memory…

… and soon enough, so will the company behind it because overnight Fairway Group Holdings filed for Chapter 11 bankruptcy protection. Far from its ambitions of having 300 outlets, the NY based grocery Fairway had only 15 stores according to NBC News.

Fairway listed assets in the range of $100 million to $500 million, and liabilities in the range of $100 million to $500 million according to a court filing.

According to the bankruptcy declaration of its financial advisor A&M, “before commencing these chapter 11 cases, the Debtors conducted an extensive process to sell the company or raise additional capital to invest in the business with the assistance of their investment bankers, Greenhill commencing in January 2015. The capital raise and sale process extended throughout 2015 and into early 2016. During that process, Greenhill contacted over 60 potential investors for or purchasers of the business. Unfortunately, no acceptable proposals were put forward.

The company had warned back in February that a failure to raise capital may prompt its auditor to issue a “going concern”, which would put it in default under the terms of a senior credit facility in which it had $266.7 million outstanding as of December 27.

Fairway traces its roots to a produce stand founded in 1933 on New York’s Upper West Side, sells, or rather sold, grass-fed organic beef and locally produced cheese alongside name-brand products such as cereal and snacks. 

Prior to the firm going public, the WSJ compiled some details around the company that included that it had just $11.4 million in cash, and total debt in the amount of $203 million. The company also faced losses in 2011 and 2012 in the amount of $18.6 million and $12 million respectively, and expected those losses to continue through at least fiscal 2014.

Why the bankruptcy? Perhaps not only is rent too expensive in NYC (as we have been reporting recently) but so are high-end grocery items now that bankers and hedge fund managers are suddenly forced to enter economy mode, even as the waiter and bartender “minimum-wage” recovery rages on.

 

Those curious for the official version for the filing, here it is straight from the just filed declaration by Alvarez & Marsal’s Dennis Stogsdill:

the Debtors are filing the chapter 11 cases to implement a Prepackaged Plan that provides for a comprehensive balance sheet restructuring of the Secured Loans with the consent of the Senior Secured Lenders, preserves the going-concern value of the Debtors’ businesses, maximizes creditor recoveries, provides for an equitable distribution to the Debtors’ stakeholders and protects the jobs of approximately 4,000 employees.

 

Since late 2014, Fairway has implemented a number of initiatives to address changing market conditions. Those initiatives have been implemented by a new and highly talented executive management team with the skills and experience to effectuate a “top to bottom” operational turnaround for the business. The new management team has implemented an array of transformational initiatives to move Fairway in the right direction. Due to Fairway’s burdensome secured debt obligations, however, Fairway is unable to invest in certain capital improvements and marketing activities it believes to be necessary to effectively compete in the highly-competitive New York metropolitan area market.

 

Before commencing these chapter 11 cases, the Debtors conducted an extensive process to sell the company or raise additional capital to invest in the business with the assistance of their investment bankers, Greenhill & Co., LLC (“Greenhill”), commencing in January 2015. The capital raise and sale process extended throughout 2015 and into early 2016. During that process, Greenhill contacted over 60 potential investors for or purchasers of the business. Unfortunately, no acceptable proposals were put forward.

 

Given these and other considerations, the Debtors have concluded in the exercise of their business judgment and as fiduciaries for all of the Debtors’ stakeholders that the best and only viable path to maximize the value of their business and preserve thousands of jobs is a strategic prepackaged chapter 11 filing to implement the Prepackaged Plan.

In other words, nobody even wanted to discuss the purchase of a company which as recently as early 2013 had a market cap of over $500 million.

The full bankuprtcy docket can be found here, while the first day affidavit is presented below.

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What Goes Up (Slowly On No Volume) Plunges Quickly

Yesterday's 'odd' gains in stocks amid dismal data and weakness across every asset class have been entirely erased this morning… in a hurry…

 

Futures tanked overnight following weak China data and European downgrades…

 

And cash markets are seeing no bounce at the open…

 

Since The Fed (and BoJ) Bonds & Bullion are surging…

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Either Reverse All The Perverse Incentives Or The System Will Implode

Submitted by Charles Hugh-Smith of OfTwoMinds blog,

Every perverse incentive is the cash cow for a vested interest or cartel.

I hope it's not a great shock to discover all the incentives in our status quo are perverse: those who rig the financial system while creating zero real value, jobs, goods or services reap all the big profits; those who take near-zero responsibility for their own health are subsidized by those who take responsibility for their own health; those who try to start enterprises and hire workers are saddled with endless regulations, junk fees and taxes while those who game the system to get welfare (household or corporate) skim the cream for doing nothing for their community or for the nation.

Systems in which all the incentives are perverse implode under their own weight. Those who struggle to pay the mounting costs of Imperial Over-Reach, crony-capitalism and all the skimmers and scammers eventually go bankrupt or quit in disgust, while the army of state dependents and cronies explodes higher.

It has taken decades for the incentives to become so perverse, so we no longer notice the perversity or the pathological consequences.

High-frequency traders and financiers with the ready ear of well-paid political lackeys, stooges, toadies and sycophants run never-lose skimming operations and pay lower tax rates than self-employed and small business owners.

Corporations have increased their share prices not by earning more money by producing more goods and services but by borrowing cheap money from the Federal Reserve and buying back outstanding shares.

Corporations pay less tax if they move production overseas and keep their profits in other countries.

If I wreck one vehicle after another due to reckless irresponsibility, what happens to my insurance premiums? They skyrocket, of course, reflecting the higher risks that result from my behavior and poor choices. Nobody thinks safe drivers should subsidize irresponsible drivers.

But if I wreck my health by recklessly pursuing risky behaviors, I pay the same as people who are careful "drivers" of their health. What sort of incentives does this system generate?

If I want to buy an over-priced home, the system is loaded with incentives to encourage that potentially poor financial decision. But if I want to launch a small enterprise, the incentives are all perverse: steep upfront fees, taxes from the first dollar, and in many cases, fees and taxes on revenues, regardless of whether I am making a profit or losing my shirt.

Corporate profits have soared as financialization and rigging the system have paid much higher returns than risking capital in new goods and services.

The incentives for home ownership have turned the bottom 90% into debt-serfs in servitude to banks while the top 5% own income-producing assets and businesses.

Larded with the most perverse incentives possible, the U.S. healthcare system in the final stages of maximum costs, just before it implodes:

It's not hard to design positive incentives. For example:

1. Make preventative care essentially free to everyone ($5 co-pay) but weight the risks and costs created by irresponsible behaviors that ruin health. Reward those who take responsibility for their health by reducing the premiums they pay.

2. Tax all profits on securities held less than a day at 95%. Raise corporate taxes generated by financial activities to 50%, and lower the corporate tax rate on profits earned from producing domestic goods and services to zero.

3. Lower the tax for the first $25,000 earned by small enterprises to zero. Limit total government fees to 5% of revenues for all businesses up to $10 million in annual revenues.

4. Phase out the mortgage interest deduction. Limit mortgage interest deductions to the first $100,000 of mortgage debt.

5. Eliminate the personal income tax (and the need to file a return) for every household with income of $100,000 or less.

6. Automatically sunset every government regulation. Make city, county, state and federal governments renew every regulation every few years via a majority vote or it vanishes from the law books.

7. Make every politician wear a NASCAR-style jacket plastered with the names and logos of their corporate, union and financier contributors. The California Initiative to make this a reality is seeking signatures of registered California voters. Since politicians are owned, let's make the ownership transparent.

8. Treat drug abuse and addiction as medical conditions rather than crimes.

9. Eliminate the Federal Reserve and its free-money for financiers perverse incentives for debt-serfdom and financial plundering.

10. Eliminate all student loans and debts. Make colleges compete for students on a cash-only basis.

As you no doubt noticed, every perverse incentive is the cash cow for a vested interest or cartel. That's why the perverse incentives will endure until the system implodes under their pathological weight.

My new book is #3 on Kindle short reads -> politics and social science: Why Our Status Quo Failed and Is Beyond Reform ($3.95 Kindle ebook, $8.95 print edition) For more, please visit the book's website.

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Marijuana Legalization Did Not Initially Boost Underage Access in Washington

Survey data from Washington indicate that legalizing marijuana for adults 21 or older in that state did not initially make it easier for teenagers to obtain the drug. But that finding should be interpreted with caution, since the most recent numbers come from 2014, the first year of legal recreational sales, which did not begin until the middle of the year.

According to the Washington State Healthy Youth Survey, which is conducted in even-numbered years, 66 percent of high school seniors said it would be “sort of easy” or “very easy” for them to obtain marijuana in 2014, the same as in 2012, when voters approved legalization. During the same period, that figure rose slightly for 10th-graders (from 51 percent to 53 percent), fell for eighth-graders (from 26 percent to 21 percent), and stayed the same (7 percent) for sixth-graders. Over all, reported ease of access has been essentially flat since 2008. The same survey indicates that past-month marijuana use stayed the same or fell slightly in all grades between 2012 and 2014.

An upcoming article in the Journal of Adolescent Health, previewed at a pediatric conference in Baltimore on Sunday, notes that the share of 10th-graders reporting “easy” access to marijuana was essentially the same in 2014 (53 percent) as in 2010 (54 percent). “It is both surprising and reassuring that teens didn’t perceive that marijuana was easier to access after it was legalized for recreational use by adults,” said one of the study’s authors, New York pediatrician Andrew Adesman, in a press release from the American Academy of Pediatrics (AAP).

That AAP press release, headlined “Legalization of Marijuana in Washington State Shown to Have Had No Effect on Teens’ Access to Drug,” led to some reports that exaggerated the significance of the study’s findings. According to High Times, Adesman and his colleagues say “legalization has no effect on teen pot smoking,” while The Weed Blog reported that the researchers found “marijuana legalization does not make it easier for teens to get marijuana.” Such conclusions are premature.

The 2014 survey was conducted in mid-October, just three and a half months after legal recreational sales began. Before then, recreational consumers were allowed to possess marijuana, but they had no legal way to obtain it, since Washington allows home cultivation only for medical use. Furthermore, the opening of state-licensed marijuana shops was a gradual process, with just a few operating initially. The 2016 survey, which will cover a period when more than 200 stores were operating and retail prices started to fall, will tell us more.

When it comes to the availability of marijuana to teenagers, two things can be expected to happen when legal merchants replace black-market dealers (something that has not happened yet in Washington, which still has a thriving black market, largely because taxes and regulations put licensed dealers at a competitive disadvantage). First, minors will have more difficulty buying marijuana directly from retailers, since legal merchants risk losing their licenses if they sell to customers younger than 21. Second, minors will have more opportunities to obtain marijuana indirectly from adult buyers, with or without the latter’s consent. Which of these factors will have more of an impact on underage access and consumption remains an open question.

It may be significant that the percentage of Washington teenagers who said it was “hard” to get alcohol or cigarettes rose from 2010 to 2014 while no such trend was apparent for marijuana. Adesman called that contrast “interesting and somewhat concerning.” It might indicate that “current public health efforts around drug abuse prevention may be less effective for marijuana than for other substances,” as the AAP press release puts it. Then again, it may reflect the continuing role of a black market in which dealers do not card their customers. 

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Donald Trump Accuses Ted Cruz’s Dad of Hanging Out with Lee Harvey Oswald

Here’s Donald Trump on Fox this morning, responding to the news that Ted Cruz’s father had said a Cruz loss could mean “the destruction of America”:

For those of you who can’t play the video, Trump said: “You know, his father was with Lee Harvey Oswald prior to Oswald’s being, uh, you know, shot. I mean, the whole thing is ridiculous. What is this, right prior to his being shot. And nobody even brings it up. I mean, they don’t even talk about that. That was reported, uh, and nobody talks about it. But I think it’s horrible, I think it’s absolutely horrible, that a man can go and do that, what he’s saying.”

Wait. Oswald and Cruz were Mormons?Trump is alluding to a National Enquirer story claiming that Cruz’s father, Rafael Cruz, was the mystery man photographed with Oswald as they handed out literature for the Fair Play for Cuba Committee, a pro-Castro group that once was fairly prominent but these days is pretty much only remembered because of its Oswald connection. (For some reasons to be skeptical of the Enquirer report, go here.) While Trump doesn’t come out and say it, he’s clearly intimating that the senior Cruz may have been mixed up somehow in the JFK assassination.

Kennedy assassination theorists have run for the White House before—John Kerry, for example, doubts the lone-gunman position—but I think this is the first time a leading presidential candidate has implied his rival’s father was involved in the affair. 2016: still full of surprises!

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In Latest Blow To Hedge Funds, AIG Redeems $4 Billion; CALSTRS Says “2 And 20” Model Is “Off The Table”

The wave of anti-hedge fund sentiment that we have predicted ever since 2013 – a direct consequence of centrally planned markets in which central bankers have become marketwide Chief Risk Officers, who intervene every time there is even a 5% drop, and have made risk hedging moot – has finally been unleashed: “in less than seven days, hedge funds have been subject to a three-pronged attack by some of the biggest names in finance,” Bloomberg writes.

As a reminder, over the weekend, none other than folksy crony capitalist billionaire, Warren Buffett unloaded what he called a “sermon” about hedge funds and investment consultants, arguing that they are usually a “huge minus” for anyone who follows their advice, adding that passive investors can do better than “hyperactive” investments handled by consultants and managers who charge high fees.

This followed just days when a member of the very group that was bashed by Buffett, Dan Loeb, said that the past few months have been a “catastrophic” time for hedge funds adding that there is “no doubt that we are in the first innings of a washout in hedge funds and certain strategies.”

Then last night, another prominent hedge fund billionaire, Steven Cohen, whose former hedge fund pleaded guilty to securities fraud in 2013, said he’s astounded by the limited number of skilled people in the industry. “Frankly, I’m blown away by the lack of talent,” Cohen said at the Milken Institute Global Conference in Beverly Hills, California, on Monday. “It’s not easy to find great people. We whittle down the funnel to maybe 2 to 4 percent of the candidates we’re interested in. Talent is really thin.”

According to Bloomberg, Cohen said the industry has “gotten crowded” with too many managers following similar strategies. He said fund firms seem to think they can hire skilled people and “magically” generate returns.

Cohen said one of his biggest worries last year was that his firm might become the victim of an indiscriminate market selloff as other funds endured troubles and reduced risk. He said his worst fears were realized in February when U.S. stocks fell to an almost two-year low and his firm lost 8 percent.

But the real threat to hedge funds is neither “catastrophic” returns, nor a “wash out”, nor the lack of investing talent (surely Cohen can just turn to Twitter where nobody ever loses paper money while “trading”), but what investors and LPs in what has been a dying product ever since central banks decided to go activist on the stock market, would do.

It is here that the problem is suddenly becoming very acute.

For a troubling indication that the pain for hedge funds is only just starting, Chris Ailman, who runs investments at the $187 billion California State Teachers’ Retirement System, or CALSTRS, said in a Bloomberg Television interview from the Milken conference that the hedge fund industry’s two-and-twenty fee model is “broken” and “off the table” for large institutional investors.

His statement follows a vote last month by New York City’s pension for civil employees to exit hedge funds, determining that they didn’t perform well enough to justify high fees.

And then the latest blow to the suddenly struggling industry came overnight from none other than the firm which started the bailout regime, AIG, which following its earnings report announced that the insurer – burned by losses on hedge funds – has submitted notices of redemption for $4.1 billion of those holdings.

“As of today, we have received $1.2 billion of proceeds from those redemptions,” Chief Financial Officer Sid Sankaran said Tuesday in a conference call discussing results at the New York-based insurer.

 

For those wondering why the smart money has been selling, or rather forced selling, stocks for a record 14 weeks even as the market has soared…

… the pattern of suddenly surging redemptions may provide a much needed hint.

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Love Mezcal and Tequila? Then You Should Hate This Law: New at Reason

Proposed legislation in Mexico, NOM 199, would impose new restrictions on the use of the term mezcal to describe the broader class of agave-based spirits of which tequila has long been the most popular.

Jacob Grier reports:

NOM 199 goes even further, banning producers not only from calling their product mezcal, but requiring them to abandon use of the word “agave” as well. A new word, “komil,” would be forced upon them. Critics assert that this would further marginalize the producers of these spirits, many of whom are poor and live far from the central Mexican government.

Their first objection is to that problematic label “komil,” a Nahuatl word presumably chosen for its lack of cultural context or relevance to traditional Mexican spirits. The Tequila Interchange Project, a non-profit organization that works to preserve traditional Mexican spirits through advocacy and education, objects that there “is no connection anthropologically, biologically, historically, and above all socially, between the word ‘komil’ and agave distillates. This Nahuatl word meaning ‘intoxicating drink’ or ‘alcoholic drink’ could etymologically refer to eggnog or tequila.” It’s a vague and meaningless term, no more descriptive than “liquor” or “booze.”

View this article.

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European Stocks Tumble After EU Slashes Growth, Inflation Guesses

Despite unleashing his bazooka, Mario Draghi – like his colleagues at The BoJ – appears to have hit the limit of his impotence as the European Commission cut its outlook for growth and inflation across the Union for 2016 and 2017. Citing the economic slowdown in China and other emerging markets, geopolitical tensions and uncertainty ahead of the U.K. referendum on EU membership, WSJ reports EU’s economists also cautioned that the strength of factors that have been supporting growth in the region, such as low oil prices and a weaker euro, could start to fade. This sparked modest Euro weakness (after a non-stop surge in the last week) dragging down European stocks and darkening the outlook for the banking system further.

As The Wall Street Journal reports,

According to the forecasts by the European Commission, the EU’s executive arm, the economy of the 19-country eurozone is expected to grow 1.6% this year. This is slightly below the 1.7% expansion the commission had forecast in February, and the 1.7% it expanded in 2015.

 

In 2017, the eurozone economy will expand by 1.8%, the commission said, slightly lower than earlier predictions which saw it growing 1.9%.

 

Growth in the 28-country EU is seen at 1.8% this year, down slightly from the commission’s February forecast and lower than the 2% it recorded in 2015. The EU’s economic output will likely expand 1.9% next year, also below the 2.0% forecast earlier this year.

 

The new, slightly lower forecasts highlight how Europe’s scars from the financial crisis, and the debt crisis that followed, continue to dampen its recovery.

 

In its forecasts, the commission said that while cheaper oil and easy monetary policy by the European Central Bank have boosted consumption and exports, the pace of growth across the 28-country bloc and the euro area remains relatively moderate.

This sparked a modest drop in EURUSD…

 

And European stocks continue to tumble…

 

Led by Italy and Spain to the downside…

 

As Italian banks collapse again… which should be no surprise one third of the bailout fund has already been depleted…

 

So having told "savers" to pile a third of their assets into stocks, Draghi apperars powerless to create 'wealth' for the repressed as realisation dawns across global investors that it's all smoke and mirrors.

But don;t worry they are on it…

“Growth in Europe is holding up despite a more difficult global environment,” said Pierre Moscovici, the EU commissioner for economic and financial affairs.

 

“The recovery in the euro area remains uneven, both between Member States and between the weakest and the strongest in society. That is unacceptable and requires determined action from governments, both individually and collectively,” he added.

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A.M. Links: Indiana Primary, Teacher Strike Closes Detroit Public Schools, World Press Freedom Day

  • Most public schools in Detroit are closed due a teachers’ strike that’s now entering its second day.
  • “The search for missing art stolen more than two decades ago from Boston’s Isabella Stewart Gardner Museum has taken FBI agents to six continents around the world. But the most active lead seems to be in the backyard of an aging mobster in a small town in Connecticut.”

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“The Surprising Weakness of Invincible Institutions”: GOP Indiana Primary Edition

Today isn’t just the (likely) day that Donald Trump blows Ted Cruz and John Kasich out of the water in the Indiana GOP primary, it’s likely the day that marks the modern Republican Party’s zenith of power at all levels of government.

Despite holding historically high numbers of seats in Congress, state legislatures, and governors’ mansions, it’s clear that the Party of Lincoln is undergoing a massive transformation that may or may not actually end it but will definitely give birth to a new set of policies and priorities as different from those of the Goldwater-Reagan era version as that version was to the iteration it replaced. What’s the catchphrase in Slaughterhouse Five? “And so it goes…”

In his USA Today column, Glenn Reynolds of Instapundit.com points to an interesting essay by Richard Fernandez in which the author observes what he calls “the surprising weakness of invincible institutions.”

From grandiose examples such as the western Roman Empire to less-glittering states (think Puerto Rico, Venezueala, and Illinois, all of which are in various stages of economic collapse), Fernandez notes that all these things fell apart in what seemed to be quick strokes. Look at the Washington DC Metro for another example, he writes, or the fact that, “A study by the Hoover Institution covering 97% of all state and local governments found that politicians have little or no ability to meet their pension promises” (I’d hazard even fewer have any intention of meeting those promises). “Bureaucracies don’t even operate in their own sustainable interests,” notes Fernandez. He’s talking about public or state bureaucracies, but the same is true of private ones, too, as the countless tombstones in the corporate-elephant graveyard of super-dominant companies can attest (A&P! Kodak! AT&T! Sears! Microsoft! Apple! …)

Reynolds notes that the United States is not the Roman Empire and that we are unlikely to experience the same kind of epic fail that ended in the sacking of Rome (whew). As important, he stresses that the breakdown the status quo also often results in better things:

When the Western Roman Empire collapsed, ordinary people were often better off because they were freed from the empire’s oppressive taxes and regulations (like the rules that sons of soldiers, civil servants and workers in government factories, among others, must enter the trades of their fathers). Many people in the provinces welcomed the barbarians. The new governments were actually better at what governments are for, as [Joseph A.] Tainter writes: “The smaller Germanic kingdoms that succeeded Roman rule in the West were more successful at resisting foreign incursions (e.g., Huns and Arabs). … The economic prosperity of North Africa actually rose under the Vandals, but declined again under Justinian’s reconquest when Imperial taxes were reimposed.” Likewise, Venezuelans will probably be better off when they eventually get a new government. They could hardly be worse.

As someone with no particular stake in the continuance of the current iteration of the Republican Party—a group that relentlessly and recklessly pursued truly disastrous actions during the George W. Bush years and the Obama interregnum, and continues to feature two top candidates whose top priority is to forcibly remove 12 million (their count) illegal aliens whose only known crime is coming to the country Trump and Cruz say is an irresistible magnet of greatness and wonder—I view its collapse as likely to be liberating, at least from a libertarian perspective. 

Indeed, the Democratic Party, another hidebound and ancient and seemingly invincible barnacle on the hull of the American ship of state, is undergoing its own slow-motion suicide as it moves one step closer to nominating the least-appealing politician of the past generation. Of course it is: Like the GOP, the interest groups (unions, post-Cold War and post-Iraq military contractors, heavy industry reps, suburban whites, etc.) each of these political coalitions was created to serve either no longer exist or only exist under such different circumstances that alliances created in 1945, 1964, or even 2000 no longer make sense.

Things may well have to get worse before they get better and I’m not exactly a burn-it-down-to-the-ground sort of character, but there are few things less worth doing than eking out another status-quo day knowing you really need fundamental change to move into a better future. A president from a party with which fewer than 30 percent of Americans identify who wins an election with less than 50 percent of the vote will not be much of a threat. But a Trump-Clinton election that is a live version of that South Park episode just may be the start of a newer, better America.

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