Principals
PersonRelationship Network
| Connected Entity | Relationship Type |
Strength
(mentions)
|
Documents | Actions |
|---|---|---|---|---|
|
person
Independent Committee
|
Oversight |
6
|
1 | |
|
organization
KUE
|
Control affiliation |
6
|
1 | |
|
organization
KUE
|
Ownership management |
5
|
1 | |
|
organization
KULG
|
Corporate |
5
|
1 | |
|
person
local and regional investors
|
Financial |
5
|
1 | |
|
person
Independent Directors
|
Exclusionary |
5
|
1 | |
|
organization
KUE
|
Control investment vehicle |
5
|
1 | |
|
organization
KULG
|
Organizational exclusionary |
5
|
1 | |
|
organization
KUE
|
Control investment |
5
|
1 | |
|
person
Management Company
|
Employment duty |
5
|
1 | |
|
person
local and regional investors
|
Co stakeholders |
5
|
1 | |
|
organization
General Partner
|
Control influence |
5
|
1 | |
|
organization
KULG
|
Business associate |
5
|
1 |
| Date | Event Type | Description | Location | Actions |
|---|---|---|---|---|
| N/A | N/A | Potential Initial Listing or Sale of KUE | N/A | View |
| N/A | N/A | Pro Forma Funding Event | Not specified | View |
| N/A | N/A | Funding of $1 Billion | Delaware / Cayman Islands | View |
| N/A | N/A | Key Person Event | N/A | View |
| N/A | N/A | Mandatory Conversion of Class B Ordinary Shares | N/A | View |
| N/A | N/A | First closing of the offering | N/A | View |
HOUSE_OVERSIGHT_024500.jpg
This document appears to be page 67 of a market research or due diligence report (likely an Investment Memorandum) analyzing the U.S. education market, specifically Early Childhood Education (ECE) and K-12 sectors. It details the financials of 'LPA' (owned by JP Morgan Capital) and Nobel Learning Communities, while also discussing government funding, the 'No Child Left Behind Act,' and market demographics. The document bears a 'HOUSE_OVERSIGHT' Bates stamp, indicating it was produced during the House Oversight Committee's investigation, likely regarding JP Morgan's business dealings.
HOUSE_OVERSIGHT_024560.jpg
This document (page 127 of a House Oversight production) is a section of a Limited Partnership Agreement or Private Placement Memorandum for KUE LLC. It details corporate governance mechanisms including 'Drag-Along Rights' forcing investors to sell under certain conditions, provisions for listing investor units on securities exchanges (requiring a $100 million holding threshold), future capital raising rights, and strict requirements for periodic financial reporting and record-keeping. The document references the 'ELP Law' and outlines the duties of the General Partner.
HOUSE_OVERSIGHT_024556.jpg
This document is a page from a legal agreement (likely an offering memorandum) detailing financial structures for an entity named KUE (likely Knowledge Universe Education). It outlines a $20 million annual fixed overhead payment to KULG starting July 1, 2006, and defines a 7-year 'Illiquidity Period' after which the company must pursue a sale or public listing. It also establishes governance rules for 'Principals' wishing to bid on the company during a sale process, ensuring oversight by an Independent Committee.
HOUSE_OVERSIGHT_024555.jpg
This document is page 122 of a legal agreement, likely a Limited Partnership Agreement, governing an entity identified as 'KUE'. It details the complex priority structures for allocating losses and distributing profits among General Partners, Common Limited Partners, and Profits Participation Limited Partners. It specifically outlines the General Partner's authority to override standard distribution provisions to achieve a specific economic arrangement and establishes rules for 'Tax Distributions' to occur on or before April 1st annually.
HOUSE_OVERSIGHT_024554.jpg
This is page 121 of a legal document, specifically a Limited Partnership Agreement for an entity named 'KUE'. It details complex financial formulas for the allocation of profits, income, and losses among General Partners, Common Limited Partners, and Profits Participation Limited Partners. It also outlines the voting structure rights, specifically mentioning 'KUE LLC' receiving high-vote securities.
HOUSE_OVERSIGHT_024552.jpg
This document is page 119 of a legal agreement (likely a Partnership Agreement) for an entity named 'KUE' (likely KUE Capital). It details the governance requirements for 'Independent Directors' based on NYSE rules, outlines the process for an 'Initial Listing' (IPO) requiring at least $200 million in proceeds, and defines the powers of the General Partner to restructure the company for such a listing. It also specifies the conditions for the mandatory conversion of Class B shares based on the Principals' economic interest dropping below 15%.
HOUSE_OVERSIGHT_024551.jpg
This document appears to be page 118 of a legal offering memorandum or partnership agreement stamped by the House Oversight Committee. It outlines the governance structure of an entity named 'KUE', detailing that the General Partner has full management control while Investors (Limited Partners) have no voting rights on business matters. It also establishes a Board of Directors for the General Partner, initially capped at 13 members, and defines specific voting privileges for Class A and Class B share holders.
HOUSE_OVERSIGHT_024550.jpg
This document page, numbered 117 and stamped HOUSE_OVERSIGHT_024550, outlines the financial structure and governance of a partnership involving 'KUE' and 'KULG'. It details the distribution of 'Profits Participation LP Units', limiting the Principals' holdings to 9% and reserving portions for employees and agents. It also defines the admission of new partners (Section 14.4), specifically noting that investors entering after September 30, 2006, must pay an additional 0.67% monthly accrual.
HOUSE_OVERSIGHT_024532.jpg
This document page outlines the corporate structure and Stockholders Agreement of Knowledge Schools, Inc. (KSI) and its subsidiary KLC. It details an agreement made on May 9, 2003, defining rights such as first refusal, tag-along, and drag-along provisions for the parent company (Knowledge Universe Learning Corp.) and minority stockholders. It also notes the liquidation of the parent company on October 27, 2004, resulting in shares being distributed to KUE Inc.
HOUSE_OVERSIGHT_024065.jpg
This is page 54 of a confidential legal document (likely a partnership agreement) produced for the House Oversight Committee. It outlines restrictions on the General Partner creating a 'Successor Fund' without Advisory Board consent until 70% of the current fund is committed. It also details 'Exculpation and Indemnification' clauses, protecting the General Partner, GPLLC, Principals, and Advisory Board members from liability for losses, provided they acted in good faith and did not commit gross negligence or felonies.
HOUSE_OVERSIGHT_024063.jpg
This document appears to be page 52 of a confidential partnership agreement or offering memorandum, marked with a House Oversight control number. It outlines governance mechanisms for an investment fund, including liability insurance coverage, the recall of distributions, 'Key Person' clauses triggered by the loss of Principals, and voting thresholds for Limited Partners to terminate the investment period or remove the General Partner. The text defines specific percentages (85%, 66 2/3%) required for investor actions against the fund management.
HOUSE_OVERSIGHT_024474.jpg
This document is an organizational chart outlining a pro forma structure for a $1 billion funding round for Knowledge Universe. It details a complex hierarchy involving Delaware LLCs and Cayman Islands entities, showing the flow of ownership from 'Principals' down to operating companies like Knowledge Learning Corporation and k12 Inc. The chart specifies share classes, LP units, and ownership percentages at each level of the corporate structure.
HOUSE_OVERSIGHT_024470.jpg
This document is page 37 of a legal agreement (likely a Private Placement Memorandum or Partnership Agreement) concerning an entity named 'KUE'. It details the 'Illiquidity Period' (7 years) and the protocols for a future sale or Initial Public Offering (IPO), specifically outlining conflict of interest rules for 'The Principals' if they choose to bid on the company versus the role of an 'Independent Committee'. The document is stamped with a House Oversight Committee identifier.
HOUSE_OVERSIGHT_024469.jpg
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.
HOUSE_OVERSIGHT_024468.jpg
This document is page 35 of a Private Placement Memorandum concerning an entity named 'KUE' (likely Knowledge Universe). It details legal stipulations regarding investments in subsidiaries, restricting the 'Principals' from bypassing 'Investors' in equity deals unless approved by an Independent Committee. It establishes KUE as the exclusive vehicle for the Principals' investments in pre-K through 12th-grade education and outlines strict transferability rules for Investor Units, requiring General Partner consent.
HOUSE_OVERSIGHT_024467.jpg
This document is page 34 of a Private Placement Memorandum or Limited Partnership Agreement for an entity named KUE (likely KUE LLC). It defines 'Related Party Transactions' and establishes governance thresholds: transactions over $1 million involving the Principals require specific definitions, while those between $1 million and $50 million require Independent Committee or Limited Partner approval. Transactions exceeding $50 million require approval from both the Independent Committee and a majority of unaffiliated Limited Partners.
HOUSE_OVERSIGHT_024466.jpg
This document outlines the governance structure and listing process for an entity referred to as 'KUE'. It details the composition of the Board of Directors, specifically the rights of outside investors to appoint directors and the requirements for 'Independent Directors' based on NYSE rules. It also defines the 'Initial Listing' process, which requires an offering generating at least $200 million in gross proceeds.
HOUSE_OVERSIGHT_024465.jpg
This document is page 32 of a legal agreement outlining financial and governance structures for an entity named KUE. It details a $20 million annual 'Fixed Overhead Payment' from KUE to KULG starting July 1, 2006, covering salaries and administrative costs. It also defines voting rights, establishing the General Partner as the manager while limiting the voting power of Investors (Limited Partners), except in specific amendment scenarios involving 'Class A' and 'Class B' shares.
HOUSE_OVERSIGHT_024464.jpg
This document is page 31 of a legal agreement (stamped House Oversight) detailing profit distribution waterfalls and merger provisions for a partnership involving KUE LLC. It specifies that 'The Principals' operate through KUE LLC and outlines complex rules regarding high-vote versus low-vote securities during corporate restructuring or subsidiary distributions. The text defines an 'Equal Merger Consideration Provision' ensuring Principals and Investors receive similar economic consideration during sales or mergers, with exceptions for voting rights during restructuring.
HOUSE_OVERSIGHT_024463.jpg
This document is page 30 of a Private Placement Memorandum or Limited Partnership Agreement for an entity identified as 'KUE'. It outlines the financial distribution waterfall structure (prioritizing return of capital and an 8% preferred return), the authority of the General Partner, and governance rules involving an 'Independent Committee' regarding the issuance of Profits Participation LP Units. The document bears a House Oversight Committee stamp, indicating it is part of a congressional investigation.
HOUSE_OVERSIGHT_024450.jpg
This document is page 17 of a financial memorandum, stamped by the House Oversight Committee. It outlines 'Risk Factors' for investors, specifically regarding a company involved in early childhood care and education services. Key risks include indebtedness, international expansion, reliance on management, and specific conflicts of interest with the parent entity, Knowledge Universe Learning Group LLC (KULG).
| Date | Type | From | To | Amount | Description | Actions |
|---|---|---|---|---|---|---|
| N/A | Paid | Principals | Winning Bidder | $0.00 | Sale of entire stake in KUE (Common LP Units an... | View |
| N/A | Received | KUE | Principals | $1,000,000.00 | Maximum aggregate annual compensation/benefits ... | View |
| N/A | Paid | Principals | Winning Bidder | $0.00 | Sale of entire stake in KUE (Common LP Units an... | View |
| N/A | Received | KUE | Principals | $1,000,000.00 | Annual aggregate cap for compensation/benefits ... | View |
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