8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): October 20, 2009

Education Management LLC

(Exact name of registrant as specified in its charter)

Delaware	333-137605	20-4506022
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Education Management Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania	001-34466	25-1119571
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

210 Sixth Avenue, Pittsburgh, Pennsylvania	15222
(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.):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

     On October 20, 2009, Education Management LLC (the “Company”), a wholly owned subsidiary of Education Management Corporation, announced the final results of its previously announced cash tender offer for its 10¹/4% Senior Subordinated Notes due 2016 and 8³/4% Senior Notes due 2014 (the “Tender Offer”).

     A copy of the Company’s press release announcing the final results of the Tender Offer is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a)	None.
(b)	None.
(c)	None.
(d)	Exhibits

Exhibit 99.1 Press release dated October 20, 2009.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

EDUCATION MANAGEMENT LLC EDUCATION MANAGEMENT CORPPORATION
By:	/s/ J. Devitt Kramer
	Senior Vice President, General Counsel and
	Secretary

Dated: October 20, 2009

EX-99.1

Exhibit 99.1

For: Education Management LLC
Company Contact:
James Sober, CFA
Vice President, Finance
(412) 995-7684

Education Management LLC Announces Final Results of

Tender Offer for the Company’s Outstanding Notes

PITTSBURGH, Pennsylvania, October 20, 2009 — Education Management LLC (the “Company”), a leading provider of post-secondary education, today announced the final results of its previously announced cash tender offer for its 10¹/4% Senior Subordinated Notes due 2016 (CUSIP No. 28140JAD2) (the “First Priority Notes”) and its 8³/4% Senior Notes due 2014 (CUSIP No. 28140JAC4) (the “Second Priority Notes” and together with the First Priority Notes, the “Notes”) commenced on September 21, 2009.

The tender offer expired at 5:00 p.m., New York City time, on October 20, 2009 (the “Expiration Date”). As of the Expiration Date, $370,991,000 aggregate principal amount of First Priority Notes had been validly tendered and not validly withdrawn. All of such Notes were validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on October 6, 2009 (the “Early Tender Date”). In addition, $324,475,000 aggregate principal amount of Second Priority Notes had been validly tendered and not validly withdrawn on or prior to the Early Tender Date.

Because the tender offer was oversubscribed, the amounts of each tranche of Notes accepted for purchase in the tender offer were determined in accordance with the priorities identified in the “Acceptance Priority Level” column in the table below and were subject to the maximum aggregate consideration for Notes purchased in the tender offer of $355,465,000, excluding accrued and unpaid interest. In accordance with the terms of the tender offer, the Company accepted for purchase $315,968,000 aggregate principal amount of First Priority Notes, which represents a proration factor of approximately 85%. The Company did not accept any validly tendered Second Priority Notes for purchase in the tender offer.

Aggregate

Aggregate

Aggregate

Principal

Principal

Principal

Amount

Amount

Aggregate

Amount

Remaining

Acceptance

Outstanding

Principal

Accepted

Outstanding

CUSIP

Priority

Prior to

Amount

for

After

Number

Title of Security

Level

Settlement

Tendered

Purchase

Settlement

28140JAD2

101/4% Senior Subordinated Notes due 2016

1

$

385,000,000

$

370,991,000

$

315,968,000

$

69,032,000

28140JAC4

83/4% Senior Notes due 2014

2

$

375,000,000

$

324,475,000

$

0

$

375,000,000

The Company will deliver the aggregate tender offer consideration of $355,464,000, plus an aggregate of approximately $12.6 million for accrued and unpaid interest, to Global Bondholder Services Corporation, the Depositary for the tender offer (the “Depositary”), on the expected settlement date of October 21, 2009. The Depositary will promptly pay for all First Priority Notes accepted for purchase in the tender offer and will promptly return all validly tendered Notes that were not accepted for purchase.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The tender offer has been made only by, and pursuant to the terms of, the Offer to Purchase dated September 21, 2009 and the related Letter of Transmittal. The information in this press release is qualified by reference to the Offer to Purchase and the related Letter of Transmittal, except to the extent that the terms

of the tender offer described therein have been amended by the Company’s press releases dated October 2, 2009 and October 7, 2009.

Goldman, Sachs & Co. and J.P. Morgan Securities Inc. are the Dealer Managers for the tender offer. Persons with questions regarding the tender offer should contact Goldman, Sachs & Co. at (212) 357-4692 or (toll-free) (800) 828-3182 (Attention: Liability Management Group) or J.P. Morgan at (toll-free) (800) 245-8812 (Attention: High Yield Syndicate). Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation, the Information Agent and Depositary for the tender offer, at (212) 430-3774 (for banks and brokers only) or (866) 387-1500 (for all others and toll-free).

About Education Management

Education Management (www.edmc.com), with approximately 110,800 students enrolled as of October 2008, is among the largest providers of post-secondary education in North America, with a total of 92 locations in 28 U.S. states and Canada. We offer academic programs to our students through campus-based and online instruction, or through a combination of both.

This press release may include information that could constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements may involve risk and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Factors that could cause or contribute to such differences include those matters disclosed in the Company’s Securities and Exchange Commission filings. Past results of Education Management are not necessarily indicative of its future results. Education Management does not undertake any obligation to update any forward-looking statements.