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other securities laws. In addition, certain provisions of Rule 144 under the Securities Act, which permit the resale, subject to various terms and conditions, of restricted securities affer they have been held for one year, do not apply to the Units because the Company is not required to file and does not file, current reports under the Exchange Act and does not, and does noi intend to, make comparable information publicly available. 6.4.6 Purchasers of the Units are subject to Dilution Although we have not prepared a consolidated balance sheet for KUE, prior to this offering and the conversion of $180 million of KUE’s preferred limited pariner units currently held by the Principals and their affillates into Common LP Units at the per Common LP Unit issuance price, we expect that KUE would have negative or nominally positive common equity book value due to its historical capital structure, including its level of indebtedness. As a result, the book value per Unit acquired in this offering will be substantially less after this offering than the purchase price paid by the Investors. The Investors’ interests are also subject to future dilution if and to the extent the Company grants options, profits interest units or similar rights to officers, directors or employees of the Company, and will also be affected by any awards by the Company under the Long Term Incentive Plan and the Steck Appreciation Rights Plan described under "Management Incentive Plans and Employment Agreemenis.” Investors will have a Co-invest Right to purchase a pro-rata portion of certain issuances of Units by the Company for cash; however, such right is subject to customary exceptions. See “The Structure of KUE and the General Partner.” 6.4.7 KUE and the General Partner are not U.S. entities; disputes must be resolved by binding arbitration in the United Kingdom KUE will be a Cayman Islands exempted limited partnership. The General Partner is a Cayman Islands exempted company. The internal governance cf KUE will be pursuant to the Limited Parinership Agreement in compliance with applicable laws of the Cayman Islands. The internal governance of the General Partner will be pursuant to the Memorandum and Articles of Association and the agreement among members in compliance with applicable laws of the Cayman Islands. All dispufes under the applicable agreements or related to this offering must be resolved through binding arbitration conducted in the United Kingdom under the London Court of International Arbitration Rules. Such laws and Rules may offer less or different protections to Investors than laws applicable to comparable U.S. entities or laws of the investors’ home countries. 6.4.8 The Company will not be operated to optimize the investment, tax or other objectives of any individual Investor The Investors may have conflicting investment, tax and other interests with respect to their investments in the Company. The conflicting interests of individual Investors may relate to or arise from, among other things, the nature of investments made by the Company and the structuring or the acquisition of investments. As a consequence, conflicts of interest may arise in connection with decisions made by the General Partner, including with respect to the nature or structuring of investments, that may be more beneficial for one Investor than for another Investor, especially with respect to Investors’ individual tax situations. In selecting and structuring investments appropriate for the Company, the General Partner will consider the investment and tax objectives of the Company as a whole, not the investment, tax or other objectives of any individual Investor. Investors must seek their own investment, tax and other advice concerning an investment in the Units. 6.4.9 The Investors may not separately transfer the constituent securities underlying the Units The Investors may not separately transfer Common LP Units or Class A Shares (unless otherwise approved by the Board of Directors of the General Partner and the Independent Committee), and there may be less Investor interest in a security such as the Units than there would be in more traditional 58 HOUSE_OVERSIGHT_024491