HOUSE_OVERSIGHT_024552.jpg
2.69 MB
Extraction Summary
5
People
4
Organizations
0
Locations
2
Events
2
Relationships
3
Quotes
Document Information
Type:
Legal document / partnership agreement / offering memorandum
File Size:
2.69 MB
Summary
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%.
People (5)
| Name | Role | Context |
|---|---|---|
| Principals | Controlling Party |
Individuals whose family members and employees are excluded from being Independent Directors; their economic interest...
|
| Independent Directors | Board Members |
Must meet NYSE Rule 303A.02 definition; must not be related to Principals.
|
| General Partner | Management Entity |
Has discretion to direct KUE actions regarding Initial Listing and restructuring.
|
| Partners | Investors |
Holders of Common LP Units; required to cooperate with Initial Listing.
|
| Profits Participation Limited Partner | Special Partner Class |
Their economic interests are protected from reduction during Initial Listing actions.
|
Organizations (4)
| Name | Type | Context |
|---|---|---|
| KUE |
The partnership subject to the agreement; likely KUE Capital or related entity.
|
|
| KUE LLC |
Mentioned in the context of lock-up agreements.
|
|
| New York Stock Exchange (NYSE) |
Referenced for the definition of 'Independent Director' (Rule 303A.02).
|
|
| House Oversight Committee |
Indicated by the Bates stamp 'HOUSE_OVERSIGHT_024552'.
|
Timeline (2 events)
Future Contingency
Relationships (2)
The General Partner may take and cause KUE to take such actions as the General Partner reasonably deems necessary...
Independent Directors cannot be Principals or family/employees of Principals.
Key Quotes (3)
""Initial Listing" means a listing on a recognized international securities exchange with a substantially concurrent underwritten offering generating gross proceeds of U.S. $200 million or more."Source
HOUSE_OVERSIGHT_024552.jpg
Quote #1
"The Class B Shares will automatically convert to Class A Shares if the Principals' aggregate economic interest in KUE is less than 15% of the outstanding Partnership Units."Source
HOUSE_OVERSIGHT_024552.jpg
Quote #2
"The economic interests of the Profits Participation Limited Partner shall not be reduced as a result of any actions taken to effect the Initial Listing."Source
HOUSE_OVERSIGHT_024552.jpg
Quote #3
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