anticipated by the forward-looking statements. Investors are cautioned not to place undue reliance o

anticipated by the forward-looking statements. Investors are cautioned not to place undue reliance on the projections contained in this Memorandum or other models and forecasts they may receive or discuss in connection with this offering. Important factors that could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by those statements include, but are not limited to, those discussed under “Risk Factors,” elsewhere in this Memorandum. The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or predicted by any forward-looking statements: E we may be unable to identify, consummate or obtain favorable terms on acquisitions of businesses or interests therein, which is a principal component of our growth strategy; @ our international expansion strategy is untested, and our acquisition and development of non-U.S. businesses may not be successful; @ the loss of any of our key management employees could adversely affect our business; @ we have a substantial level of indebtedness and plan to incur additional debt; H we face intense competition in the early childhood care and education services industry from numerous other types of providers; & we may acquire companies that are not well-established or experiencing financial difficulties; @ we rely on the management teams of our subsidiaries, who may not be able to operate them in accordance with our plans; @ we may acquire minority interests in various companies (such as k12 Inc. ("k12")) and we may not be able to protect our interests adequately in respect of such investments; @ we or our subsidiaries may be unable to raise additional financing which may be needed to satisfy certain of our subsidiaries’ working capital requirements; @ failure to comply with present or future applicable U.S. or foreign governmental regulation and licensing requirements could have a material adverse effect on our operations; @ activities of Knowledge Universe Learning Group LLC ("KULG”, the parent entity of the General Pariner and/or its Principals may be competitive with the Company; conflicts of interest may arise with the Principals and their affiliates; the Company may not engage in certain businesses; f litigation and adverse publicity concerning incidents at child care centers could hurt our reputation; @ our insurance policies may prove inadequate to cover claims, and we may be unable to maintain our existing coverage in the future at reasonable prices; @ factors beyond our control, such as economic conditions, could affect demand for our child care services; HOUSE_OVERSIGHT_024450