0000880059-13-000019.txt : 20130220 0000880059-13-000019.hdr.sgml : 20130220 20130220170642 ACCESSION NUMBER: 0000880059-13-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130215 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20130220 DATE AS OF CHANGE: 20130220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDUCATION MANAGEMENT CORPORATION CENTRAL INDEX KEY: 0000880059 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 251119571 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34466 FILM NUMBER: 13627642 BUSINESS ADDRESS: STREET 1: 300 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125620900 MAIL ADDRESS: STREET 1: 300 SIXTH AVE CITY: PITTSBURGH STATE: PA ZIP: 15222 8-K 1 bnpamendment.htm FORM 8-K BNP Amendment







SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2013 (February 15, 2013)
Education Management Corporation
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(Exact name of registrant as specified in its charter)
Pennsylvania             001-34466             25-1119571
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(State or other jurisdiction        (Commission            (IRS Employer
of incorporation)            File Number)            Identification No.)
210 Sixth Avenue, Pittsburgh, Pennsylvania        15222
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        (Address of principal executive offices)        (Zip code)
Registrant's telephone number, including area code: (412) 562-0900
Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)
¨ Pre-commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))
¨ Pre-commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e−4(c))












Item 1.01 - Entry Into a Material Definitive Agreement

On February 15, 2013, Education Management LLC (the “Borrower”) and Education Management Holdings LLC (“Holdings”), each a subsidiary of Education Management Corporation, entered into Amendment No. 1 to that certain Letter of Credit Facility Agreement (the “Facility”), dated March 9, 2012, among the Borrower, Holdings, certain subsidiaries of Holdings and BNP Paribas, as Administrative Agent, Collateral Agent, Issuing Bank and a Lender thereunder, to extend the maturity date of the Facility to the earlier of (a) July 8, 2014, (b) the date of any early termination of the revolving commitments otherwise scheduled to mature in 2015 under the Borrower's existing Second Amended and Restated Credit and Guarantee Agreement, dated as of December 7, 2010, by and among the Borrower, BNP Paribas, as Administrative and Collateral Agent, and certain other parties thereto, as amended or (c) the date on which the Letter of Credit Facility Agreement, dated as of November 30, 2011, by and among the Borrower, Holdings, certain subsidiaries of Holdings and Bank of America, N.A., as Administrative Agent, Collateral Agent, Issuing Bank and a Lender thereunder, as amended by Amendment No. 1 thereto dated as of January 29, 2013, which currently is scheduled to mature on July 8, 2014, has matured, been accelerated or been terminated.


Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

         The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
































SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EDUCATION MANAGEMENT CORPPORATION
By:     /s/ Edward H. West                         
Edward H. West
President and Chief Executive Officer

Dated: February 20, 2013