KNOWLEDGE UNIVERSE - Restructuring October 2014 business is being separated into three principal operating units, each to be held in a distinct partnership: Opco- includes US early childcare learning centers at 1400 community centers, 100 employer sponsored office locations, and 400 afterschool program locations Propco-US real estate portfolio which owns and leases to Opco 780 of Opco's learning centers Intl —60 childcare learning centers in Singapore and Malaysia and the Canadian Intl School in Malaysia Structure- KUE is creating 6 new partnerships-will spin off Opco and Propco business units into these LPs (for onshore, offshore, and KULG LPs) in order, they said, to prepare for ' tax efficient monetization' of the assets in these units. Example given was that if Propco assets are sold to a REIT and REIT was to offer cash and/or equity option to LPs, this structure would allow LPs to make choice about currency received and help avoid a disadvantaged position related to withholding taxes since the witholding tax implications are different for US vs offshore investors. LPs will continue to own the Intl business through KUE LP. Steps- Knowledge Universe Learning Group KULG, the majority owner of KUE LP, made a loan to KUE LP enabling KUE LP to make a cash distributions to LPs of $307mi1 in Oct 2014. KUE hopes to monetize the International business by year end 2014 with estimated net proceeds after debt repay of $400mil (would mean $5.7mil for BFP) Co currently has nonbinding 1O1 for both intl pieces Next Monetization on the docket is PROPCO. Fund is in 'early discussions' with a REIT but no LOI yet. EV of the portfolio is $1.1bil. Net of cf this year and financing to be paid off, proceeds could approximate $500mil ($7mi1 to BFP) Opco - proj 2014 EBITDA is $100mil, up from 2011 recession low of $50mi1. Mgmt targets $125mil level and believes appropriate valuation is 10x, yielding Slbil net value after debt repay. ($14mil to BFP) Mgmt would like t