Glass & Goldberg | Financing, Property & Bankruptcy Law

The California Residential Mortgage Lending Act (CRMLA) was enacted in 1994 and went into effect in 1996. The CRMLA was enacted as an alternative to the existing laws licensing lenders under the Real Estate Law and the California Finance Lenders Law (CFLL), with the purpose of providing mortgage bankers with a licensing law specifically intended to regulate their primary functions of originating and servicing residential mortgage loans.

The CRMLA requires that any person engaged in the business of making or servicing residential mortgage loans within California must be licensed under the CRMLA. The following entities are exempt from the licensing requirements:

• Banks, trust companies, insurance companies, and industrial loan companies;
• Federally chartered savings and loan associations, federal savings banks, and federal credit unions;
• Savings and loan associations, savings banks, and credit unions authorized to conduct business in California;
• Persons engaged solely in business, commercial, or agricultural mortgage lending;
• Wholly owned service corporations of savings and loan associations or savings banks;
• Federal, state and municipal governments;
• Pension plans making residential mortgage loans to their participants;
• Persons acting in a fiduciary capacity conferred by the authority of a court;
• Licensed California real estate brokers;
• California finance lenders; and
• Trustees in a foreclosure proceeding.

The CRMLA contains many requirements specifically designed to authorize and regulate mortgage banking activities. An applicant under the CRMLA may obtain a license as a lender, a servicer, or both. Each branch location of a parent licensee desiring to conduct business under the parent’s CRMLA license must be separately authorized and must file Form MU3 through the NMLS. All branch locations in California must be authorized.

A branch office is defined as any physical location of the entity, other than the “home/main” office location, which is either located in California or if located outside of California conducts activities subject to the CRMLA. Every location in California must be an approved location. Also, every location outside of California which conducts California business subject to the CRMLA must be an approved location. Business locations outside of California which do not conduct California business under the California Residential Mortgage Lending Act do not need to be approved.

The CRMLA is contained in Division 20 of the California Financial Code, commencing with Section 50000. The regulations are contained in Subchapter 11.5 of Chapter 3 of Title 10 of the California Code of Regulations, commencing with Section 1950.003 (10 C.C.R. §1950.003, et seq.).

The attorneys at Glass & Goldberg in California provide high quality, cost-effective legal services, and advice for clients in all aspects of commercial compliance, business litigation, and transactional law. Call us at (818) 888-2220, send an email inquiry to info@glassgoldberg.com or visit us online at glassgoldberg.com to learn more about the firm and to sign up for future newsletters.

Gibson, the iconic Nashville-based guitar company filed for bankruptcy relief under Chapter 11 in Delaware on May 1, 2018. The filing occurred as a result of the manufacturer’s failed efforts to convert itself into a musical lifestyle company. Gibson manufactures guitars, banjos, and mandolins and its subsidiary, Baldwin, manufactures pianos. Gibson’s guitars include the Les Paul, SG, J-45, and Hummingbird. However, the company believed that expanding into electronics and creating a music-based lifestyle brand was the key to continued growth. This belief turned out to be a costly mistake.

Industry observers and experts believe that the bankruptcy signals the departure of CEO Henry Juszkiewicz, who owns 36 percent of the company and who, along with partner Dave Berryman, rescued Gibson from a tough financial climate 32 years ago, returning the company to prominence. Fortunately for musicians everywhere, the company has entered into an agreement with the majority of its creditors that will allow business and the manufacturing of quality instruments to continue.

The guitar, especially the electric guitar, was probably the most popular instrument of the 20^th Century. Unfortunately, its popularity and use have been replaced by the computer, which is arguably the most prolific instrument of the 21^st Century. As computers became more prevalent in the production of popular music, Gibson’s international guitar sales began to decline. As a response, Juszkiewicz implemented a strategy that foresaw the expansion of Gibson from a guitar company into a lifestyle brand. To this end, the company acquired electronics companies like Phillips, Onkyo, and TEAC that manufactured headphones, speakers, and turntables.

As Gibson assumed more debt to acquire these electronics companies, its annual revenue grew but its profit margins substantially diminished. In 2010, Gibson had $300 million in total sales and showed an earnings-before-taxes-and-interest margin of 12.9 percent. By 2015, Gibson had $2.1 billion in annual revenue, but its profit margin had significantly dropped to 4 percent.

Over-leveraged, Gibson had been negotiating with banks and creditors for months. As a July 23 deadline loomed for maturities on over $500 million of funded debt obligations, the company filed for bankruptcy. Gibson announced it will cease operating its innovations division as part of the bankruptcy.

Juszkiewicz said: “Over the past 12 months, we have made substantial strides through an operational restructuring…Gibson will “refocus on our core business” of musical instruments, which “we believe will assure the company’s long-term stability and financial health.”

Gibson currently has a 22 percent market share in electric guitars, and 40 percent market share for guitars selling for over $2,000, including the Les Paul model. Gibson’s guitar sales have risen 10.5 percent from January 2017, specifically from $110 million to $122 million during the same 12-month period.

Gibson has made payments to reduce its principal balance on its initial term loan agreement with creditors over the last six to nine months, thus lowering the principal balance from $60 million to $24 million. However, these paydowns have “exacerbated liquidity issues,” the company said in its bankruptcy. A federal judge will be required to sign off on the company’s plan to reduce debt, which has the support of 69% of secured lenders on notes due in 2018.

Recently in May 2018, Gibson Brands Inc. stated that its $135 million debtor-in-possession (DIP) financing had been authorized by the bankruptcy courts, thus helping the company maintain daily operations. Gibson said the courts also approved the company’s use of its existing cash management systems and bank accounts. “Today’s approval of our first-day motions is encouraging and puts Gibson on a strong footing as we move forward with our reorganization with the support of a majority of our noteholders,” said Chief Executive Henry Juszkiewicz.

Under the terms of the deal, the company’s creditors, the largest of which is KKR Credit Advisers, will take over ownership. Gibson expects to exit bankruptcy by the fourth quarter of 2018.

The attorneys at Glass & Goldberg in California provide high quality, cost-effective legal services, and advice for clients in all aspects of commercial compliance, business litigation, and transactional law. Call us at (818) 888-2220, send an email inquiry to info@glassgoldberg.com or visit us online at glassgoldberg.com to learn more about the firm and to sign up for future newsletters.

Blockchain technology has been in the news consistently for more than a year. This technology has the potential to transform many industries, including those that are multiply diverse. A blockchain provides a means of creating and maintaining an immutable and transparent database and ledger that may be distributed and shared by authorized users.

Blockchain technology allows businesses to securely extend the processes and applications of a business while accelerating all systemic transactions. Blockchain includes distributed ledger technology and smart contracts. Industry experts typically refer to these three technologies collectively as “blockchain.” In the past, blockchain was more well known as the technology underpinning bitcoin, the first decentralized digital currency payment system, which works without a single bank or administrator.

A blockchain is a database that cannot be hacked. Blockchain enables transaction records to be kept on a digital ledger and shared through a network. The primary benefit of a blockchain is its capacity for building and maintaining a secure and inflexible, and therefore unalterable or unmodifiable, ledger of information in conjunction with other open source technologies. A blockchain is inherently immutable – once a record is written to a blockchain, it exists there forever and cannot be altered, available to be seen by any person with access to the chain.

A blockchain uses cryptography as security. A cryptographic key is both a public key visible to anyone joined mathematically and a private key seen only by the holder or user. The database cannot be hacked by someone posing as an authorized user since a private key never exists beyond the authorized user’s computer.

Many businesses are adapting to this new technology for managing financial, medical and legal records. Thus, blockchain technology may eventually replace banks, credit agencies, and other traditional intermediaries. Gartner Inc. projects that blockchain’s business value-add will grow to $176 billion by 2025. Credit Suisse Group AG, U.S. Bancorp, Wells Fargo & Co. and Western Asset Management Co. have recently stated that they successfully tested the distributed ledger technology as a means to standardize the data used in securitized home loans, as well as make it more transparent.

As California is typically at the forefront of the innovation of web technology, it is not surprising that the California legislature recently introduced the first blockchain bill (AB 2658) in California. The Assembly Committee on Privacy and Consumer Protection unanimously passed AB 2658. Blockchain technology helps build one correct, true version of the entire pool of information related to an enterprise, crucial for compliance with record-keeping requirements and essential to the management of operations.

The attorneys at Glass & Goldberg in California provide high quality, cost-effective legal services, and advice for clients in all aspects of commercial compliance, business litigation, and transactional law. Call us at (818) 888-2220, send an email inquiry to info@glassgoldberg.com or visit us online at glassgoldberg.com to learn more about the firm and to sign up for future newsletters.

In the bankruptcy case, In re Olson, 2018 WL 989263 (B.A.P. 9th Cir. Feb. 5, 2018), the Bankruptcy Appellate Panel (BAP) for the Ninth Circuit overturned the dismissal of a bankruptcy case. The case had been dismissed based on the lower court’s belief that the landlord debtor was receiving rental income from a marijuana dispensary.

The significance of the decision is its ruling that a bankruptcy cannot be dismissed simply because of the mere presence of a marijuana business or proceeds related to such business. Instead, under Olson, the dismissal of a bankruptcy must be supported by specific factual findings that demonstrate that the debtor violated federal law or that the bankruptcy trustee would be required to administer proceeds of an illegal business, since dispensing marijuana is still unlawful under federal statutes.

In Olson, a landlord (92 years of age and legally blind) owned a shopping center in which a legally operating marijuana dispensary was one of his tenants. Facing foreclosure of the property, as well as ongoing litigation with the dispensary tenant, the debtor filed a Chapter 13 bankruptcy case. The debtor continued to collect rent from the dispensary tenant and proposed a Chapter 13 plan of reorganization that included the sale of the shopping center within six months of confirmation of the plan.

Before the plan could be confirmed, the bankruptcy court sua sponte dismissed the bankruptcy case because the debtor was receiving “illegal proceeds” by “leasing property for an unlawful purpose under federal law, although lawful under state law.” The debtor appealed based on the argument that the bankruptcy court abused its discretion by dismissing the case.

The Ninth Circuit agreed and the BAP found that the bankruptcy court failed to articulate its legal basis for dismissing the case with “clarity and precision.” The BAP noted that the bankruptcy court did not make any findings supporting its conclusion that the debtor violated the Controlled Substances Act by accepting the dispensary’s rent. The lower court never made any findings that the debtor acted in bad faith; that the rents were to be used to fund the plan; or that the trustee would be administering the proceeds of an illegal business.

A concurring opinion written by Judge Maureen A. Tighe stated that “[w]ith over twenty-five states allowing the medical or recreational use of marijuana, courts increasingly need to address the needs of litigants who are in compliance with state law while not excusing activity that violates federal law.” Judge Tighe added further “the presence of marijuana near the [bankruptcy] case should not cause mandatory dismissal.”

Olson’s holding demonstrates the conflict between the Controlled Substances Act and marijuana programs legal under state law. But it also demonstrates the necessity for landlords to prudently consider leasing property to businesses that dispense cannabis. Especially since any potential relief under federal bankruptcy law may, therefore, be limited.

The attorneys at Glass & Goldberg in California provide high quality, cost-effective legal services, and advice for clients in all aspects of commercial compliance, business litigation, and transactional law. Call us at (818) 888-2220, send an email inquiry to info@glassgoldberg.com or visit us online at glassgoldberg.com to learn more about the firm and to sign up for future newsletters.

On May 8, 2018, the House of Representatives approved S.J. Res. 57 by a 234-175 vote. The Senate narrowly passed the same proposal approximately three weeks earlier on April 18 by a vote of 51-47. The resolution disapproves of a 2013 guidance document on indirect auto loans issued by the Consumer Financial Protection Bureau (CFPB). President Trump signed the joint resolution into law on May 21, 2018, as expected. This congressional action marks the first time the Congressional Review Act (CRA) has been used to target a guidance issued well before the CRA’s usual 60-day window.

The CFPB’s vehicle finance lending policy, issued through guidance rather than formal rulemaking, has directed fundamental market changes to the already heavily federal and state regulated auto lending industry. Such guidance is typically issued without transparency, public comment or consultation with other federal agencies.

Provisions of the 2010 Dodd-Frank Act barred the CFPB from having any oversight authority over automobile dealers. Despite this, the CFPB issued a March 2013 bulletin detailing potential enforcement actions against third-party lenders for violations of the Equal Credit Opportunity Act (ECOA). The guidance recommended that lenders should eliminate or control markup policies that increase the risk of racial discrimination.

In December 2017, Senator Pat Toomey (R-Pa.)  released an opinion that this 2013 guidance constituted a rule and was therefore subject to the CRA. What followed was quick action by Republican Senators to formulate and propose a CRA resolution targeting the 2013 guidance. In October 2017, after studying the issue at the request of Sen. Toomey, the GAO found that the 2013 interagency guidance on leveraged lending issued jointly by the Federal Reserve, FDIC and the Office of the Comptroller of the Currency (OCC) constituted a “rule” for purposes of the Congressional Review Act.

The CRA normally gives Congress 60 legislative session days from a rule’s issuance to consider its repeal. The measures passed by Congress in early 2017 under the CRA were within this 60-day timeline. However, the action that starts this 60-day window is an agency’s filing and submission of a required report containing the text of the rule to Congress and the General Accounting Office (GAO). As agencies typically do not consider guidance documents to be “rules,” they usually do not file these reports. Thus, the 60-day clock is considered to start with the publication in the Federal Register of a GAO opinion that finds that a specific guidance bulletin is the effective equivalent of a rule.

Senate Banking Committee Ranking Member Sherrod Brown (D-OH) said the measure could “permanently weaken federal anti-discrimination laws, by preventing the Consumer Bureau from providing guidance on how fair lending laws should be applied in the future in this area.” Brown also stated that because the measure targeted a guidance issued well before the CRA’s usual 60-day time horizon, it could set a precedent for Congress “to interfere with thousands more federal decisions, potentially going back more than two decades.”

The attorneys at Glass & Goldberg in California provide high quality, cost-effective legal services, and advice for clients in all aspects of commercial compliance, business litigation, and transactional law. Call us at (818) 888-2220, send an email inquiry to info@glassgoldberg.com or visit us online at glassgoldberg.com to learn more about the firm and to sign up for future newsletters.

As reported by this blog, in May of 2017, Puerto Rico filed for the equivalent of bankruptcy to relieve over $120 billion dollars in debts and pension obligations. Puerto Rico claimed that it was “unable to provide its citizens effective services.” Of course, the ramifications of such a filing are significant and have far-reaching effects. At this time, broader concerns have surfaced about potential overcharging and conflicts of interest in improving the U.S. Territory’s failing infrastructure.

The federally-appointed oversight board is considering making new disclosure requests to the legal and financial professionals involved with Puerto Rico’s restructuring of municipal debt, the largest-ever municipal debt restructuring in the United States. Puerto Rico’s bankruptcy filing is not a typical filing under Chapter 9 or Chapter 11 of Title 11, but is similar. Rather, the island filed pursuant to Title III of the Puerto Rico Oversight, Management and Economic Stability Act (“PROMESA”) signed into law by President Obama in 2016.

This is in response to a growing concern as Federal supervisors prepare to scrutinize Puerto Rico’s bankruptcy advisers to examine their actions related to public contracts and those parties who are attempting to use Puerto Rico’s financial dilemma to make large profits.

Lawmakers in Puerto Rico and the U.S. have criticized the exorbitant fees of attorneys and bankers, including the oversight board’s own advisers, when pensioners and creditors are facing potential reductions. The purpose of this initiative is to uncover any undisclosed agreements whereby public officials and any third parties may receive undisclosed funds as compensation (bribes) for the awarding of public contracts. A spokesperson for the oversight board declined any comment on the situation.

To this point, Puerto Rico’s court-supervised bankruptcy has been costly. Professional fees are projected at $1.1 billion over six years or 1.65% of the amount of Puerto Rico’s restructured government debt. The cost of the oversight board alone is expected to cost Puerto Rico taxpayers $430 million through 2023.

The disclosure requests are aimed at the legal and financial advisers of both the oversight board and the Puerto Rico government. Although not yet finalized, the disclosure requests would exceed in scope the rules established in 2017 after a contract awarded to power grid construction company Whitefish Energy Holdings, LLC raised concerns.

Pursuant to a federal rescue package approved in 2016, the oversight board is empowered to review contracts and to issue subpoenas for documents “relating to any matter under investigation.” Its current policy red-flags contracts over $10 million for review.

Prior to this current state of affairs, the oversight board examined potential conflicts of interest requiring its seven volunteer members to submit financial disclosures about their sources of income and business interests to an ethics examiner.

Some Puerto Rico’s bankruptcy attorneys have billed fees of more than $1,000 an hour, though the average hourly rate for the firms’ restructuring professionals his typically closer to $700 hourly, according to documents filed with the bankruptcy court.

One congressional representative, Rep. Rob Bishop, R-Utah, who chairs a congressional committee with jurisdiction over U.S. territories, questioned why there is any necessity for Puerto Rico to retain legal and financial professionals when the oversight board was created with the primary purpose of representing the government’s interests in the bankruptcy.

Oversight board chairman Jose Carrion wrote to Rep. Bishop informing him that he would collaborate with Puerto Rico Governor Rosselló to minimize legal fees while suggesting that some duplicative spending was unavoidable “as long as this structure remains in place.” Oversight board executive director, Natalie Jaresko, said the best way to reduce fees was to end the bankruptcy quickly. However, she acknowledged that it may be a year or longer before any debt adjustment plan is presented for court approval.

The governor has butted heads with the oversight board by defying its mandates to cut pension benefits and eliminate other employee protections. Teams of lawyers have debated and argued whether the board or the governor has the authority to control Puerto Rico’s electric monopoly. Any settlement negotiated by the governor’s team requires the board’s approval.

The attorneys at Glass & Goldberg in California provide high quality, cost-effective legal services, and advice for clients in all aspects of commercial compliance, business litigation, and transactional law. Call us at (818) 888-2220, send an email inquiry to info@glassgoldberg.com or visit us online at glassgoldberg.com to learn more about the firm and to sign up for future newsletters.

The California Residential Mortgage Lenders Act (CRMLA) regulates the origination and servicing of residential mortgage loans in California. The CRMLA requires that any person engaged in the business of making or servicing residential mortgage loans within California do so only under the authority of a license under the CRMLA. A party applying pursuant to the provisions of the CRMLA may obtain a license as a servicer, lender, or both. However, the following entities are exempt from these licensing requirements:

• Banks, trust companies, insurance companies, and industrial loan companies;
• Federally chartered savings and loan associations, federal savings banks, and federal credit unions;
• Savings and loan associations, savings banks, and credit unions authorized to conduct business in California;
• Persons engaged solely in business, commercial, or agricultural mortgage lending;
• Wholly owned service corporations of savings and loan associations or savings banks;
• Federal, state and municipal governments;
• Pension plans making residential mortgage loans to their participants;
• Persons acting in a fiduciary capacity conferred by the authority of a court;
• Licensed California real estate brokers;
• California finance lenders; and
• Trustees in a foreclosure proceeding.

Any California state agency or company exempt from licensure under the CRMLA or the California Finance Lenders Law (CFLL) may voluntarily register with California Department of Business Oversight (DBO). This registration is available only for California state agencies and companies who sponsor mortgage loan originator employees required to be licensed under the CRMLA and CFLL. Once registered, these entities must agree to abide by NMLS requirements, including attesting to the accuracy of the information submitted, agreeing to keep it updated through NMLS, and annually renewing the registration through the NMLS Streamlined Renewal Process.

Any California state agency or company required to be licensed under the CRMLA and CFLL, or any other law that may require licensure under any other state or federal law, may not register as an Exempt California State Agency or Mortgage Company. They must hold a residential mortgage lender, residential mortgage loan servicer, or residential mortgage lender and servicer license under the CRMLA, or a mortgage lender, mortgage broker, or mortgage lender and broker license under the CFLL, or hold a license under their respective laws.

The attorneys at Glass & Goldberg in California provide high quality, cost-effective legal services, and advice for clients in all aspects of commercial compliance, business litigation, and transactional law. Call us at (818) 888-2220, send an email inquiry to info@glassgoldberg.com or visit us online at glassgoldberg.com to learn more about the firm and to sign up for future newsletters.

In March, a unanimous Supreme Court ruled that the Ninth Circuit correctly reviewed a bankruptcy court’s ruling for clear legal error rather than employing the de novo “arm’s length” standard used in the Third, Seventh, and Tenth Circuits. In U.S. Bank Nat’l Ass’n v. Village at Lakeridge, LLC, No. 15-509, 583 U.S. ___ (2018), the United States Supreme Court ruled on whether the bankruptcy court properly determined in confirming a plan that the sole impaired accepting creditor was not a “non-statutory” insider. Had this creditor been such an insider, the chapter 11 plan should not have been confirmed.

Whether a creditor qualifies as an “insider” may have significant implications on many issues including, but not limited to, plan confirmation and the analysis of fraudulent transfers and preferences. However, in granting certiorari to hear Lakeridge, the Supreme Court expressly declined the opportunity to address whether the Ninth Circuit articulated the correct legal test to determine if a person qualifies as a non-statutory insider. The Supreme Court only answered the narrow question of whether the Ninth Circuit applied the correct standard of review to the lower court’s determination.

Lakeridge involved a Chapter 11 bankruptcy filing by the Village at Lakeridge LLC in 2011. MBP Equity Partners 1 LLC (“MBP”) was Lakeridge’s only corporate member and managed by a five-member board, which included Kathie Bartlett, who had a close business and personal relationship with Robert Rabkin.

At the time of Lakeridge’s filing, two creditors held claims, one fully secured claim worth about $10 million held by U.S. Bank, and an unsecured claim worth about $2.76 million held by MBP. Soon after Lakeridge filed its initial chapter 11 plan, MBP sold its unsecured claim to Robert Rabkin for $5,000. U.S. Bank objected and moved for an order that Rabkin’s claim was an insider claim.

While the bankruptcy court ruled that Rabkin did not purchase MBP’s claim in bad faith, it still found that he became a statutory insider by purchasing the claim. The Court stated: “When a statutory insider sells or assigns a claim to a non-insider, the non-insider becomes a statutory insider as a matter of law.”

However, on appeal, the Ninth Circuit’s Bankruptcy Appellate Panel reversed the finding that Rabkin had become a statutory insider as a matter of law because of his acquisition of MBP’s claim. It affirmed the findings that he was not a non-statutory insider and that assignment of the claim was not made in bad faith.

Justice Kagan affirmed the Ninth Circuit’s decision to apply a clear error standard of review. The concurring opinions by Justices Kennedy and Sotomayor acknowledged problems in the legal test applied by the Ninth Circuit and each seemed to invite lower courts to consider alternative approaches to the resolution of the issue. The case really does not provide any significant, lasting guidance as the Court seemed to look to Congress for clarification, “… the issue is not of the kind that appellate courts should take over” wrote Justice Kagan.

The attorneys at Glass & Goldberg in California provide high quality, cost-effective legal services, and advice for clients in all aspects of commercial compliance, business litigation, and transactional law. Call us at (818) 888-2220, send an email inquiry to info@glassgoldberg.com or visit us online at glassgoldberg.com to learn more about the firm and to sign up for future newsletters.

The California Residential Mortgage Lenders Act (CRMLA) was enacted by the California legislature as an alternative to existing licensing laws related to lenders under the Real Estate Law and the California Finance Lenders Law (CFLL), The purpose of the CRMLA was to provide mortgage bankers with a licensing law for the specific purpose of regulating the origination and servicing of residential mortgage loans. The CRMLA directly authorizes and regulates mortgage banking activities, unlike the Real Estate Law and the CFLL. A party applying pursuant to the provisions of the CRMLA may obtain a license as a servicer, lender, or both.

Generally, a license may be obtained by any form of organization, including natural persons, sole proprietorships, corporations, partnerships, limited liability companies, associations, trusts, joint ventures, unincorporated organizations, joint stock companies, governments or political subdivisions of governments and any other entity.

The CRMLA authorizes licensees:

• to make federally related mortgage loans,
• to make loans to finance the construction of a home,
• to sell the loans to institutional investors, and
• to service such loans.

Licensees are also authorized:

• to purchase and sell federally related mortgage loans;
• to provide contract underwriting services for institutional lenders; and
• to service any federally related mortgage loan. A licensee may service a loan whether it makes the loan or purchases a servicing portfolio.

A licensed CRMLA lender is also authorized to provide brokerage services to a borrower by attempting to obtain a mortgage loan on behalf of the borrower from an institutional lender. Note that employees who engage in brokerage activities on behalf of a CRMLA licensee must be licensed mortgage loan originators employed by the licensee.

The attorneys at Glass & Goldberg in California provide high quality, cost-effective legal services, and advice for clients in all aspects of commercial compliance, business litigation, and transactional law. Call us at (818) 888-2220, send an email inquiry to info@glassgoldberg.com or visit us online at glassgoldberg.com to learn more about the firm and to sign up for future newsletters.