EFTA02513215

From: Richard Joslin Sent: Thursday, January 22, 2015 7:12 PM To: Eileen Alexanderson Cc: Bradley J. Wechsler a); J'effrey E. Subject: RE: KUE Re BFP LP investment i= Knowledge Universe Update- Andy Benson co=troller. CIS and ECE sales: &nb=p;sale proceeds are held up due to foreign/ Singapore tax issues — d=adline for fund distribution of proceeds is June 2015 with likely distribu=ion between March 15 and April 15, 2015. There will likely be haircut for taxes and dollar amount of distribution is not =vailable. From: Eileen Alexanderson Sent: Monday, November 10, 2014 5:12 PM To: jeffrey E.; Richard Joslin; Melanie Spinella Subject: KUE Teleconference of KUE partner meeting finished=a little while ago. The attached, which I sent last week, is a good summar= of the situation. From today's meeting: -deal in hand for the sale of the Intl operation in =ingapore for net proceeds of $108.2mil was announced at the meeting. Also =UE has a signed term sheet, with a exclusivity period only until Dec=8th, for the sale of the Canadian Intl School which would net $248mi1. Combined $357mi1 net proceeds after d=bt repayment is a bit below guidance I had been given of $400mi1 and a bit=will be held back in an escrow account. Guidance was for a late Dec or Jan=distribution of proceeds which would be roughly $5mil to us. -Propco — mindset toward monetizing but =ounded like there is no firm shape for a deal yet i.e. whether they will 5=11 to a REIT or form a new RE company and lever. Property portfolio is a b=t of flux reflecting disposition of centers closed by Opco over the past several years. KUE would like LPs to have opt=on of two ways out — cash or equity in survivor. As I indicated in the note, for extension to Oct 201=, Intl and Propco must be monetized by Oct 2015. -Opco — core early childhood care centers &nbs=;are growing again — EBITDA est for 2014 is $118mil, up =rom $89mil in 2013. Plan shows goal of $142mi1 in 2015 and $162mil in 2016= Co suggested valuation at 10x EV/EBITDA seems appropriate given fact that public comp, Bright Horizons, trades at 15x EV/EBITDA but =s supported by 14% ebitda margin compared to Opco at 9.3% currently and fu=ure forecast of 10%. EFTA_R1_01646316 EFTA02513215 Eileen Alexander=on Elysium Management<=:p> 445 Park Avenue Suite 1401 New York NY 10022 2 EFTA_R1_01646317 EFTA02513216