>>> Wanda Commercial Properties seeks billion-dollar property acquisitions in Fr

Deal Reporter

Wanda Commercial Properties seeks billion-dollar property acquisitions in France and Germany, CFO says


Wanda Commercial Properties [HKG:3699], the property division of China-based conglomerate Dalian Wanda Group, is seeking to acquire two residential property developers in France and Germany, each with assets valued at between USD 800m and USD 1bn, Geffrey Liu, CFO of Wanda Group said.

Assets owned by the targets could include hotels, apartments and other investment properties. The company plans to make two acquisitions per year starting from 2015, Liu said. The company will focus on international cities in Europe and the US with effective and transparent legal systems as well as the availability of professional advisory services in its search for targets.

The goal is also in line with the company’s strategy of having overseas sales account for 20% of the total sales in 2020, he noted.

Wanda Commercial is China’s largest developer, owner and operator of commercial properties, as well as the largest owner and operator of luxury hotels by market capitalization.

Dalian Wanda Group announced last January it is investing USD 1bn in a prime property development close to Sydney Harbour, its second major deal in Australia after a USD 900m investment in a joint venture project on the Gold Coast to develop a luxury hotel and service apartments. Over the past two years, the group has also invested USD 2bn in London and Madrid hotels and properties.

According to the company’s press release, Dalian Wanda Commercial Properties and its subsidiaries clocked a revenue of CNY 107.871bn (up by 24.31% as compared with 2013) and a core profit (net of fair value gains of investment properties) of CNY 14.824bn in 2014, representing an increase of 14.04% compared to 2013. In 2014, the group realized earnings per share of CNY 6.51.

>>> What to look at today - 31st of March 2015

Dow +1.49% S&P +1.22% Nasdaq +1.15% Russell +1.40%
US Market closed higher helped by news China indicating China has loosened its lending requirements for purchases of second homes. In addition, Friday's dovish remarks from Fed Chair Janet Yellen, who said the Fed will move cautiously when raising rates, provided another measure of support. cyclical sectors had the best showing, but countercyclical groups held their own. Health care and telecom services ended at the bottom of the leaderboard, but both groups still gained close to 1.0% apiece...few new M&A deals announced were also a good support for the market...energy sector (+2.1%) ended in the lead even as crude oil spent the bulk of the day in negative territory. The energy component tested the $47.75/bbl level before settling lower by 0.5% at $48.65/bbl. WTI crude will enter tomorrow's session down 11.5% for the first quarter versus a 2.7% decline for the energy sector...volume were light with 660mil shares...US After Hours CLDN +3.7%, BAMM +3.6%, AUPH +2.9%, GV -22.8%, SMTX -5.5%, ARGS -2.8% following earnings/guidance... China property names are outperforming the broader market following an overnight announcement by the PBoC to ease mortgage policy rules. Sector names already staged broad gains in yesterday's session after local press reported the PBoC would cut second homes down-payment ratio to 50% from 70%. Instead, the PBoC went even further, lowering that floor to 40% to help the housing market recover after the latest property price data showed a record y/y rate of decline. China International Capital Corp (CICC) estimated the volume of new home sales as a result of the policy change could be boosted by as much as 5%. Separately in China, PBoC's regular open market operations saw an injection of CNY25B via 7-day reverse repos sold at 3.55%, unchanged from last rate of the prior week...Outside Asia, Greek PM Tsipras continued to straddle both sides of the fence between his left-wing constituency and the increasingly more impatient EU lenders. Appealing to the former, Tsipras reiterated Athens will not accept recessionary policies and austerity measures in his speech to Parliament. Tsipras added the negotiations have limits, and that the latest airports leasing deal still needs to be reviewed. In the US, Fed Vice Chair Fischer took some questions after an Atlanta address focused on financial regulations, noting the Fed did not design policy to boost USD and also reiterating a rate liftoff will likely happen this year.

Nikkei -0.51% Hang Seng +0.50% Shanghai +0.48%

RUB $56.9570 WTI $47.94 (-1.52%) EURCHF 1.0458 CHF 0.9698

EUR$ 1.0783 S&P -0.24% EuroStoxx -0.35% Dax -0.30% SMI -0.20%


Macro :
- Tsipras Says Greek Airports Concession Deal Needs to Be Reviewed

Keep an eye on :
- AIR FP : Airbus Decided Not to Deploy ‘Auto Avoid’ Technology: WSJ
- ANTO LN : Teck Resources Says It’s Not in Talks With Antofagasta
- ARYN VX : Aryzta in Exclusive Talks to Buy 49% Picard Stake for EU446.6m
- BWO GY : Buwog Raises Forecast
- GIL GY : DMG Mori Seiki Starts Addl Tender Period for Mori Seiki AG: Link
- FGR FP : Eiffage Gets EU120 Million Contract From RTE and Terna Rete
- EVE SW : Evolva Sees 2015 Revenue Rising at Least 30%
- GKP LN : Gulf Keystone Petroleum to Sell 85.9m New Shrs @ 32p/sh.
- HSBA LN : HSBC Slow to Make Fixed Sought by U.S., Monitor Said to Report
- ICAD FP : Icade Governance Criticized by French State Auditor: Les Echos
- KPN NA : Credit Suisse Adds KPN, Novavax to M&A 15 List
- LHA GY : Lufthansa Insurers Set Aside $300m for Crash: Handelsblatt
- MAERSKB DC : Maersk Eyes Buying North Sea Oil Fields, Chairman Tells Borsen
- NOVN VX : Novartis’s Jadenu Approved by FDA
- ORP FP : Orpea 2014 Net EU136m Vs EU117m
- PHIA NA : Philips Sells Lumileds, Automotive to Oak, GSR-Led Group
- CFR VX : Richemont to Merge Net-A-Porter With Yoox in All-Share Deal
- RSTA GY : Rib Software Sees 2015 Total Sales EU85m-EU95m
- SAS SS : SAS CEO Asks Pilots to Work Flexible Schedules: Berlingske
- SEBA SS : SEB to Start Charging Large Corporate Clients for Deposits: DI
- SLIGR NA : APG Asset Management’s Stake in Sligro Rises to 5.1%: Filing
- UL NA : Unibail, CCIR to Sell 50% of Comexposium to Charterhouse

>>> Brokers Upgrades & Downgrades - 31st of March 2015

>>> Up
*RAIFFEISEN RAISED TO OVERWEIGHT AT JPMORGAN

>>> Down
*BMW CUT TO EQUAL-WEIGHT FROM OVERWEIGHT AT MORGAN STANLEY
*BURBERRY CUT TO SECTOR PERFORM AT RBC CAPITAL
*UCB CUT TO HOLD VS BUY AT BERENBERG
*VOSSLOH CUT TO HOLD VS BUY AT BERENBERG

>>> PT Change


>>> Initiation
*ELIS RATED NEW BUY AT SOCGEN, PT EU19.8
*MARSTON’S RATED NEW HOLD AT GOODBODY, PT 155P

>>> Call

(BFW) Richemont to Merge Net-A-Porter With Yoox in All-Share Deal


Richemont to Merge Net-A-Porter With Yoox in All-Share Deal
2015-03-31 05:43:49.692 GMT


By Grant Clark
(Bloomberg) -- Deal conditional on approval of Yoox
shareholders; meeting expected in June: Richemont.
* Richemont says Yoox CEO Federico Marchetti will be CEO
* Upon completion co. expected to seek to raise up to EU200m
to fund growth opportunities
* Co. to be renamed Yoox Net-A-Porter Group
* Richemont to receive 50% of share capital
* Richemont’s voting rights will be limited to 25%
* Richemont sees EU317m non-cash one-off accounting gain in
FY16
* Richemont sees deal ex-gain to be ‘broadly’ earnings neutral
* Statement here
* Earlier: Yoox Revives Talks With Richemont on Net-a-Porter

For Related News and Information:
First Word scrolling panel: FIRST<GO>
First Word newswire: NH BFW<GO>

To contact the reporter on this story:
Grant Clark in Singapore at +65-6212-1101 or
gclark@bloomberg.net
Grant Clark

>>> Asian Update

Asian Mid-session Update: Shanghai Composite sets new 7-year highs on latest property sector measures


***Economic Data***
- (JP) JAPAN FEB LOANS & DISCOUNTS CORP Y/Y: 3.2% V 2.9% RIOR
- (AU) AUSTRALIA FEB HIA NEW HOME SALES M/M: 1.1% V 1.8% PRIOR; 2nd straight increase
- (AU) AUSTRALIA FEB PRIVATE SECTOR CREDIT M/M: 0.5% V 0.5%E; Y/Y: 6.2% V 6.3%E
- (AU) Australia ANZ Roy Morgan Weekly Consumer Confidence Index: 112.3 v 111.4 prior
- (NZ) NEW ZEALAND MAR ANZ ACTIVITY OUTLOOK: 42.2 V 40.9 PRIOR; BUSINESS CONFIDENCE: 35.8 (7-month high) V 34.4 PRIOR
- (NZ) New Zealand Feb M3 Money Supply Y/Y: 6.6% v 6.2% Prior
- (NZ) NEW ZEALAND FEB BUILDING PERMITS M/M: -6.3% V -4.6% PRIOR (3rd straight decline)
- (SG) Singapore Feb M1 Money Supply Y/Y: 3.1% v 0.1% prior; M2 Money Supply Y/Y: 3.3% v 2.6% prior
- (KR) SOUTH KOREA FEB INDUSTRIAL PRODUCTION M/M: 2.6% (4-year high) V 0.7%E; Y/Y: -4.7% V -2.5%E
- (KR) SOUTH KOREA FEB CYCLICAL LEADING INDEX CHANGE: 0.6% V 1.0% PRIOR
- (UK) MAR GFK CONSUMER CONFIDENCE: 4 V 2E (highest since June 2002)

***Index Snapshot (as of 02:30 GMT)***
- Nikkei225 flat, S&P/ASX +1.2%, Kospi +0.2%, Shanghai Composite +0.8%, Hang Seng +0.4%, Jun S&P500 -0.1% at 2,073

***Commodities/Fixed Income***
- Jun gold flat at $1,185/oz, May crude oil -1.2% at $48.13/brl, May copper flat at $2.78/lb
- (CN) PBoC to inject CNY25B in 7-day reverse repos (10th consecutive injection); Offer yield at 3.55%, unchanged from prior

***Market Focal Points/FX***
- China property names are outperforming the broader market following an overnight announcement by the PBoC to ease mortgage policy rules. Sector names already staged broad gains in yesterday's session after local press reported the PBoC would cut second homes down-payment ratio to 50% from 70%. Instead, the PBoC went even further, lowering that floor to 40% to help the housing market recover after the latest property price data showed a record y/y rate of decline. China International Capital Corp (CICC) estimated the volume of new home sales as a result of the policy change could be boosted by as much as 5%. Separately in China, PBoC's regular open market operations saw an injection of CNY25B via 7-day reverse repos sold at 3.55%, unchanged from last rate of the prior week.

- Australia's S&P/ASX rebounded following yesterday's selloff, tracking strong performance in the basic materials sector during the US session. Helping sentiment, markets are building positions on expectation of RBA cutting rates once again in its decision next week. Fixed income likelihood of a cut is now above 70%, and analysts with Barclays and Westpac indicated they are now in the easing camp. CBA pointed to the latest private sector credit figures in justifying expectations of another hold before the likely cut in May. Latest HIA new home sales data may also argue for a hold, with the volume of sales exceeding the peak of April 2014. HIA economist said the "signal from both HIA new home sales and ABS building approvals is for further upward momentum to multi-unit dwelling construction in 2015, but a consolidation in detached house building at volumes above the long term average." AUD underperformed among the USD majors, falling over 30pips from the highs below $0.7630 vs USD. NZD/USD rose 20pips to $0.7510 following a 7-month high in ANZ business confidence but pared those gains on renewed USD-bullish flows later in the session.

- Outside Asia, Greek PM Tsipras continued to straddle both sides of the fence between his left-wing constituency and the increasingly more impatient EU lenders. Appealing to the former, Tsipras reiterated Athens will not accept recessionary policies and austerity measures in his speech to Parliament. Tsipras added the negotiations have limits, and that the latest airports leasing deal still needs to be reviewed. In the US, Fed Vice Chair Fischer took some questions after an Atlanta address focused on financial regulations, noting the Fed did not design policy to boost USD and also reiterating a rate liftoff will likely happen this year.

***Equities***
US equities / ADRs:
- DRYS: Announces Agreements to Sell Its Tanker Fleet for $245M; +4.9% afterhours
- TCK: Responds to Market Rumors; not in discussions with Antofagasta; -6.8% afterhours

Notable movers by sector:
- Consumer Discretionary: Qingdao Haier 600690.CN +6.4% (FY14 results); Midea Group 000333.CN +6.3% (FY14 results); Shimamura 8227.JP -4.8% (FY14/15 results); G8 Education GEM.AU -6.2% (delays partial settlement of acquisition)
- Financials: China Vanke 2202.HK +1.8%, Poly Real Estate 600048.CN] +1.9%, China Merchants Properties 000024.CN +3.2% (PBoC eases mortgage policy); Evergrande Real Estate Group 3333.HK +4.1% (FY14 results)
- Materials: Alacer Gold Corp AQG.AU +5.5% (production update); Metcash MTS.AU +2.2% (said to divest unit)
- Industrials: China Railway Group 390.HK +3.2% (FY14 results); China Railway Construction 1186.HK +1.5% (FY14 results); China Rongsheng Heavy Industries 1101.HK -2.9% (FY14 results)
- Technology: FujiFilm Holdings 4901.JP +2.7% (to acquire Cellular Dynamics)
- Healthcare: Blackmores Limited BKL.AU +10.2% (Q3 guidance)
- Utilities: Huadian Power International 1071.HK +4.3% (FY14 results)

>>> US After Hours : CLDN +3.7%, BAMM +3.6%, AUPH +2.9%, GV -22

After Hours Summary: CLDN +3.7%, BAMM +3.6%, AUPH +2.9%, GV -22.8%, SMTX -5.5%, ARGS -2.8% following earnings/guidance

After Hours Gainers:

Companies trading higher in after hours in reaction to earnings: CLDN 
+3.7%, BAMM +3.6%, AUPH +2.9%, MVG +0.6%

Companies trading higher in after hours in reaction to news: OXGN +9.0% (Frigate Ventures disclosed 8.4% passive stake in 13G filing), PQ +6.3% (provided update on borrowing base re-determination: $220 mln borrowing base has been revised to $190 mln), AKAO
+2.5% (to host webcast/teleconference providing an update on plazomicin tomorrow March 31 at 4:30pm ET),
DRYS +1.9% (announced agreement to sell Suezmax tanker fleet for an en-bloc sales price of $245 mln), TSLA +1.3% (seeing reports that co has seen strong growth in China sales)

After Hours Losers:

Companies trading lower in after hours in reaction to earnings: GV -22.8%, SMTX -5.5%, ARGS -2.8%, ATOS -0.5%, MDLY -0.2%

Companies trading lower in after hours in reaction to news: EGY -15.0% (announced that the post-salt Kindele-1 well was drilled to a total vertical depth of ~1,829 meters; Mucanzo sand formation in the Pinda Group section currently in the process of being plugged and abandoned), SNTA -9.9% (commenced an underwritten public offering of shares of its common stock; size not disclosed), TCK -7.4% (co announced it is not in discussions with Antofagasta (ANFGY) in relation to any form of transaction, and there are no other corporate developments that justify any significant movement in its share price), INSM -4.2% (announced public offering of 10 mln shares of common stock), RPTP -2.3% (commenced an underwritten public offering of $75 mln of shares of its common stock), AXTA -1.2% (commenced a secondary offering of 35 mln common shares by certain affiliates of The Carlyle Group)

>>> US Close

Closing Market Summary: Stocks Register Broad Gains on Monday

The major averages rallied throughout the Monday session with the Dow Jones Industrial Average (+1.5%) ending in the lead while the S&P 500 (+1.2%) and Nasdaq (1.2%) followed not far behind.

The key indices began the week on an upbeat note, aided by overnight news indicating China has loosened its lending requirements for purchases of second homes. In addition, Friday's dovish remarks from Fed Chair Janet Yellen, who said the Fed will move cautiously when raising rates, provided another measure of support.

All ten sectors ended the day with solid gains while the S&P 500 narrowed its March loss to 0.9%. Despite the month-to-date loss, the benchmark index will enter tomorrow's session with a quarter-to-date gain of 1.3%.

Overall, cyclical sectors had the best showing, but countercyclical groups held their own. Health care and telecom services ended at the bottom of the leaderboard, but both groups still gained close to 1.0% apiece.

The health care sector settled behind most other groups despite showing early strength that was fueled by biotechnology. The iShares Nasdaq Biotechnology ETF (IBB 351.32, +3.86) ended higher by 1.1% after being up more than 1.5% at the start. On the M&A front, UnitedHealth (UNH 121.00, +2.99) gained 2.5% after agreeing to acquire Catamaran (CTRX 59.83, +11.51) for $61.50/share.

Over on the cyclical side, five of six groups ended ahead of the S&P 500 while the consumer discretionary sector (+1.0%) underperformed.

Interestingly, the energy sector (+2.1%) ended in the lead even as crude oil spent the bulk of the day in negative territory. The energy component tested the $47.75/bbl level before settling lower by 0.5% at $48.65/bbl. WTI crude will enter tomorrow's session down 11.5% for the first quarter versus a 2.7% decline for the energy sector.

Elsewhere, the technology sector (+1.2%) caught up to the broader market during the final hour, but Intel (INTC 31.46, -0.54) weighed. The heavyweight lost 1.7%, retracing a portion of its 6.4% spike from Friday afternoon that occurred amid reports the company has approached Altera (ALTR 42.82, -1.57) about a potential takeover. However, it was reported earlier today that the deal remains on track. For its part, the PHLX Semiconductor Index gained 1.4%.

Treasuries registered slim gains after spending the day in narrow ranges. The 10-yr yield slipped one basis point to 1.96%. On a related note, the Dollar Index (98.05, +0.76) spiked 0.8%, but the greenback strength had little impact on today's equity rally.

Today's participation was well below average with fewer than 660 million shares changing hands at the NYSE floor.

Economic data included Personal Income/Spending data and Pending Home Sales:
  • Personal income increased 0.4% in February after increasing an upwardly revised 0.4% (from 0.3%) in January while the consensus expected an increase of 0.3% 
    • The increase was in-line with the 0.4% increase in aggregate earnings that was reported in the February employment report 
    • Spending rose just 0.1% in February after declining 0.2% in January while the consensus expected an increase 0.2% 
    • Core PCE Prices rose 0.1%, as expected 
  • Pending home sales for February rose 3.1% while the consensus expected an increase of 0.4% 
Tomorrow, the Case-Shiller 20-City Index for January will be released at 9:00 ET (consensus 4.6%) while March Chicago PMI (consensus 52.0) and March Consumer Confidence (expected 96.4) will be reported at 9:45 ET and 10:00 ET, respectively.
  • Nasdaq Composite +4.5% YTD 
  • Russell 2000 +4.3% YTD 
  • S&P 500 +1.3% YTD 
  • Dow Jones Industrial Average +0.9% YTD

(BN) Teck Resources, Antofagasta Said to Explore Copper Mining Merger



Teck Resources, Antofagasta Said to Explore Copper Mining Merger
2015-03-30 18:38:51.762 GMT


By Matthew Campbell, Dinesh Nair and Jeffrey McCracken
(Bloomberg) -- Teck Resources Ltd. and Antofagasta Plc are
exploring a merger that would create one of the world’s largest
copper producers, people with knowledge of the matter said.
The companies have held early-stage talks, and any
agreement hinges on the approval of the families that control
both miners, the people said, asking not to be identified
discussing private information. There’s no guarantee they will
reach a deal, which would be primarily stock based, the people
said.
A combination of Teck, based in Vancouver, and London-based
Antofagasta would be the first major mining transaction since an
across-the-board slump in commodity prices hammered the
industry. Both companies have extensive copper operations in
Chile which could be combined by a merger, potentially reducing
costs.
Representatives for both companies declined to comment.
With a market value of about C$10 billion ($8 billion),
Teck is Canada’s third-largest mining group after Goldcorp Inc.
and Barrick Gold Corp. It’s backed by the Keevil family and
Japan’s Sumitomo Metal Mining Co. Antofagasta, which is
controlled by Chile’s Luksic family, is listed in London and has
a market value of about 7.3 billion pounds ($10.8 billion).
A purchase of either company would be one of the mining
industry’s largest deals over the past five years, data compiled
by Bloomberg show, topping acquisitions by Newcrest Mining Ltd.
in 2010 and Barrick Gold Corp. the next year.
Mining acquisitions were on the rise in 2011 and 2012, when
producers were benefiting from a seemingly insatiable appetite
for raw materials out of China and other emerging markets.
Commodities prices have since slumped due to an oversupply of
everything from oil and gas to copper -- a decline that’s left
many of the earlier deals looking too expensive.
Copper has fallen about 8 percent in the past 12 months,
and hit a five-year low in January. Despite the weak prices,
Teck Chief Executive Don Lindsay sees a significant production
deficit emerging by 2017, he said in a March 3 interview in
Toronto.

For Related News and Information:
Too Much of Everything Spurs Commodity Exodus as Price Wars Rage
Teck’s Lindsay Seeks Copper-Mining Deal Amid Price Slump
Top Stories:TOP<GO>

--With assistance from Scott Deveau and Liezel Hill in Toronto,
Matt Craze in Santiago and Ruth David in London.

To contact the reporters on this story:
Matthew Campbell in London at +44-20-3525-8684 or
mcampbell39@bloomberg.net;
Dinesh Nair in London at +44-20-3525-3212 or
dnair5@bloomberg.net;
Jeffrey McCracken in New York at +1-212-617-8517 or
jmccracken3@bloomberg.net
To contact the editors responsible for this story:
Mohammed Hadi at +1-212-617-2914 or
mhadi1@bloomberg.net;
Aaron Kirchfeld at +44-20-3525-8830 or
akirchfeld@bloomberg.net
Elizabeth Fournier

>>> Campus Crest may attract Apollo, Canyon Partners, sources say

Deal Reporter

Campus Crest may attract Apollo, Canyon Partners, sources say
Campus Crest Communities (NYSE: CCG) is a likely target for private equity firms seeking to cash in on a turnaround story, according to two industry bankers and a person familiar with the matter.

Apollo Global Management (NYSE:APO), Canyon Partners, Harrison Street Real Estate Capital and Starwood Capital are among the potential suitors, these sources said.

But shareholders may decide against a sale, opting instead to endorse a proposal by activist investor Clinton Group to shakeup management and eventually acquire competitor Campus Evolution Villages, they added.

In February, Charlotte, North Carolina-based Campus Crest announced plans to review strategic alternatives, including a sale. The following month, Clinton Group outlined a plan to purchase the management company of Campus Evolution for less than USD 10m and replace Campus Crest’s interim management with executives from the competing campus housing operator.

As part of the deal, Campus Crest would receive a call option on the property currently managed by Campus Evolution, which is worth about USD 300m, according to a person familiar with the matter.

Clinton Group has repeatedly criticized Campus Crest’s poor financial performance and a steadily declining stock price. The company’s stock price has declined more than 40% since its IPO in 2010. Campus Crest CEO Ted Rollins and CFO Donnie Bobbitt stepped down in November and the company has not announced replacements.

Campus Crest declined to comment for this story.

The potential acquirers are probably hoping to purchase Campus Crest at a modest premium, restore performance and then resell it later on at a higher price, the industry bankers said, adding that shareholders may be better off if Campus Crest orchestrates a turnaround itself.

Clinton Group expects that by improving operating metrics such as occupancy rates and operating income, which lag industry peers, the new executives will lift Campus Crest’s stock price to around 13 USD per share in less than a year, according to the person familiar. The stock price is currently trading below USD 7.50.

Campus Crest could attain additional growth by using a restored stock price as a currency to purchase the remaining properties of Campus Evolution, which would initially be held in a joint venture and managed by Campus Crest, the person said.

Clinton Group nominated four independent board members in December. Shareholders will vote on the nominees during Campus Crest’s annual meeting on 15 May.

The activist is willing to see out the current sale process being run by Campus Crest management and would not interfere with a deal, the person familiar said, adding that a sale in the next couple of months would likely value Campus Crest at around USD 9 per share.

If the current process fails to produce an acceptable deal, the board members nominated by Clinton Group would not advocate for a second formal process in the future but would “always be receptive to inbound inquiries,” the person familiar said

If Clinton Group’s proposal succeeds in improving Campus Crest’s performance, an institutional investor may still seek to acquire Campus Crest in order to apply the REIT’s operating platform to its other real estate holdings, one of the industry bankers said, adding that a deal under these circumstances would probably be better for shareholders.

The other industry banker said that shareholders may opt for a sale at a reasonable premium in the near term because Clinton Group’s proposal requires delaying returns and internalizing the downside risk that the management brought on from Campus Evolution could fail.