HOUSE_OVERSIGHT_024469.jpg
Extraction Summary
1
People
5
Organizations
0
Locations
2
Events
3
Relationships
4
Quotes
Document Information
Type:
Legal term sheet / partnership agreement excerpt
File Size:
Summary
This document outlines specific rights for investors in KUE LLC, including Drag-Along rights which compel investors to sell under certain conditions, and Co-Invest rights allowing participation in future cash offerings. It also details provisions for tag-along rights post-listing and the mechanism for investors holding significant units to request the listing of their units on an international securities exchange after an initial period.
People (1)
| Name | Role | Context |
|---|---|---|
| Principals |
Organizations (5)
| Name | Type | Context |
|---|---|---|
| KUE LLC | ||
| KUE | ||
| General Partner | ||
| Board of Directors | ||
| Independent Committee |
Timeline (2 events)
Initial Listing
Offering Period
Relationships (3)
→
→
→
→
to
→
→
to
Key Quotes (4)
"Following the Initial Listing, the tag-along right will continue for certain Investors with respect to transfers for value of the Units"Source
HOUSE_OVERSIGHT_024469.jpg
Quote #1
"Investors may be required to sell a pro rata portion of their Units and corresponding Class A Shares in the proposed transfer on the same terms"Source
HOUSE_OVERSIGHT_024469.jpg
Quote #2
"KUE is required to offer to each Investor that is an accredited investor... the right to purchase a pro rata portion of such securities."Source
HOUSE_OVERSIGHT_024469.jpg
Quote #3
"Beginning any time after six months after the Initial Listing, one or more holders holding an aggregate of $100 million of more of the Units may request KUE... to take such action as may be necessary for their Units to be freely tradable"Source
HOUSE_OVERSIGHT_024469.jpg
Quote #4
Full Extracted Text
Complete text extracted from the document (2,826 characters)
corresponding percentage of Class A Shares held by KUE
LLC), the Investors may sell a pro rata portion of their
Common LP Units and corresponding Class A Shares in the
proposed transfer on the same terms and in exchange for
the same consideration per Unit (and Class A Share)
received by KUE LLC and its affiliates.
LLC), the Investors may sell a pro rata portion of their
Common LP Units and corresponding Class A Shares in the
proposed transfer on the same terms and in exchange for
the same consideration per Unit (and Class A Share)
received by KUE LLC and its affiliates.
Following the Initial Listing, the tag-along right will continue
for certain Investors with respect to transfers for value of the
Units (or units of the listed entity as the case may be) by the
Principals or their affiliates to non-affiliates (excluding
transfers on a recognized international securities exchange)
above the following thresholds in one or more transactions:
(i) 15% of the Principals' original KUE holdings to any single
buyer (or affiliates of that buyer) or (ii) 33% of the Principals'
original KUE holdings in the aggregate.
for certain Investors with respect to transfers for value of the
Units (or units of the listed entity as the case may be) by the
Principals or their affiliates to non-affiliates (excluding
transfers on a recognized international securities exchange)
above the following thresholds in one or more transactions:
(i) 15% of the Principals' original KUE holdings to any single
buyer (or affiliates of that buyer) or (ii) 33% of the Principals'
original KUE holdings in the aggregate.
Drag-Along Right:
Prior to the Initial Listing, with respect to any proposed
transfer of a majority of the Units held by KUE LLC to a
proposed non-affiliate purchaser (and, unless otherwise
approved by the Board of Directors and the Independent
Committee of the General Partner, a corresponding
percentage of Class A Shares held by KUE LLC), the
Investors may be required to sell a pro rata portion of their
Units and corresponding Class A Shares in the proposed
transfer on the same terms and in exchange for the same
consideration received by KUE LLC.
Prior to the Initial Listing, with respect to any proposed
transfer of a majority of the Units held by KUE LLC to a
proposed non-affiliate purchaser (and, unless otherwise
approved by the Board of Directors and the Independent
Committee of the General Partner, a corresponding
percentage of Class A Shares held by KUE LLC), the
Investors may be required to sell a pro rata portion of their
Units and corresponding Class A Shares in the proposed
transfer on the same terms and in exchange for the same
consideration received by KUE LLC.
Co-Invest Right:
Prior to the Initial Listing, if KUE proposes to issue for cash
any Units or securities convertible into Units after the
Offering Period (subject to certain exceptions), then KUE is
required to offer to each Investor that is an accredited
investor (as such term is defined in Regulation D) or
otherwise legally eligible to participate in the offering, the
right to purchase a pro rata portion of such securities.
Prior to the Initial Listing, if KUE proposes to issue for cash
any Units or securities convertible into Units after the
Offering Period (subject to certain exceptions), then KUE is
required to offer to each Investor that is an accredited
investor (as such term is defined in Regulation D) or
otherwise legally eligible to participate in the offering, the
right to purchase a pro rata portion of such securities.
Prior to the Initial Listing, the Investors have substantially
equivalent rights with respect to issuances of securities by
the General Partner.
equivalent rights with respect to issuances of securities by
the General Partner.
Additional Listing of Investors' Units:
Beginning any time after six months after the Initial Listing,
one or more holders holding an aggregate of $100 million of
more of the Units may request KUE and the General Partner
to take such action as may be necessary for their Units to be
freely tradable and not subject to volume restrictions on the
international securities exchange on which the Initial Listing
occurred; provided that no more than one such action may
be required in any 12 month period and customary cut-back
and other provisions will apply in any such listing or
underwritten transaction, as the case may be. KUE will use
its commercially reasonable efforts to cause such action to
cover such holders and the securities of any other holders
legally eligible to participate in such action.
Beginning any time after six months after the Initial Listing,
one or more holders holding an aggregate of $100 million of
more of the Units may request KUE and the General Partner
to take such action as may be necessary for their Units to be
freely tradable and not subject to volume restrictions on the
international securities exchange on which the Initial Listing
occurred; provided that no more than one such action may
be required in any 12 month period and customary cut-back
and other provisions will apply in any such listing or
underwritten transaction, as the case may be. KUE will use
its commercially reasonable efforts to cause such action to
cover such holders and the securities of any other holders
legally eligible to participate in such action.
36
HOUSE_OVERSIGHT_024469
Discussion 0
No comments yet
Be the first to share your thoughts on this epstein document