1. EXECUTIVE SUMMARY The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Memorandum. You should carefully consider the information set forth under “Risk Factors”. The term “KUE” refers only to Knowledge Universe Education L.P, a Cayman Islands exempted limited partnership. The terms “Knowledge Universe Education”, the “Company”, “we”, “us” and “our” refer to KUE and, where applicable, its subsidiaries, and do not refer to the Agents. In November 2005, KLC separated its education operations (“KLC OpCo”) from its real estate assets (“KLC PropCo’). 1.1. Company Overview KUE is the third largest for-profit education company in the world and the largest for-profit education company in the pre-school to 12th grade segment (“pre-K-12”) in the world. While the Company's operations are currently based within the U.S., the proceeds from this transaction will be used primarily to expand KUE’s education platform both globally and across the pre-K-12 education continuum. KUE's existing portfolio of assets consists of: (i) KLC OpCo, the leading early childhood education (“ECE”) company with 2,507 locations in 39 states Knowledge Universe KUE Management Inc. and the District of Columbia and nearly two and a SLontby half times larger than its next closest competitor in 87.6%! 17.9% to 40.0%" terms of revenue; Knowledge Learning K42 Inc. (ii) KLC PropCo, one of the largest education based Corporation (KLC) Cee | real estate portfolios in the U.S. consisting of 845 early childhood centers located in 37 states; and (iii) A significant interest in k12, an online curriculum provider and kindergarten through 12th grade management company, currently serving over 25,000 students as the largest operator of online virtual schools in the U.S. The principal owners of KUE are Michael Milken, Lowell Milken and Steven Green (collectively the “Principals”). Michael Milken and Lowell Milken each has more than two decades of expe