-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T2qGOgGTptkDyXpbH93E+EiKu3Jliok7uNx6h7ggIH7n9d34Cw9gUMckLz0lWFDW /poT2M6rs0V0khBDUBOwtA== 0001144204-10-016143.txt : 20100329 0001144204-10-016143.hdr.sgml : 20100329 20100329094019 ACCESSION NUMBER: 0001144204-10-016143 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100329 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100329 DATE AS OF CHANGE: 20100329 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: 10709421 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 v178958_8k.htm Unassociated Document
 
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):  March 29, 2010
 
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):  March 29, 2010
 
Education Management Corporation
(Exact name of registrant as specified in its charter)
 
Pennsylvania
001-34466
25-1119571
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
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 March 29, 2010, Education Management LLC (the “Company”), an indirect subsidiary of Education Management Corporation, announced the final results of its previously announced cash tender offer for its 10¼% Senior Subordinated Notes due 2016 (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 March 29, 2010

 
 
 


SIGNATURE
 
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 CORPORATION  
       
 
By:
/s/ Edward H. West   
    Name: Edward H. West   
    Title:   President and Chief Financial Officer   
       


Dated:  March 29, 2010
 
 
 
 
 EX-99.1 2 v178958_ex99-1.htm Unassociated Document
 
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 Senior Subordinated Notes
 
PITTSBURGH, Pennsylvania, March 29, 2010 – Education Management LLC (the “Company”), a leading provider of post-secondary education and an indirect subsidiary of Education Management Corporation (NASDAQ:  EDMC), today announced the final results of its previously announced cash tender offer for any and all of its outstanding 10 ¼% Senior Subordinated Notes due 2016 (CUSIP No. 28140JAD2) (the “Notes”) commenced on March 1, 2010.

The tender offer expired at 12:00 midnight, New York City time, on March 26, 2010 (the “Expiration Date”).  As of the Expiration Date, $21,352,000 aggregate principal amount of Notes had been validly tendered and not validly withdrawn, all of which was accepted for purchase by the Company in accordance with the terms of the tender offer.

 
 
 
CUSIP Number
 
 
 
Title of Security
 
Aggregate Principal Amount Outstanding Prior to Settlement
 
Aggregate Principal Amount Accepted for Purchase
Aggregate Principal Amount Remaining Outstanding After Settlement
28140JAD2
10 ¼% Senior Subordinated Notes due 2016
$69,032,000
$21,352,000
$47,680,000

The Company will deliver the aggregate tender offer consideration of $23,487,200, plus an aggregate of approximately $717,368 for accrued and unpaid interest, to Global Bondholder Services Corporation, the Depositary for the tender offer (the “Depositary”), on the settlement date, which the Company expects to be today.  The Depositary will promptly pay for all Notes accepted for purchase in the tender offer.

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 March 1, 2010 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 release dated March 15, 2010.

Goldman, Sachs & Co. is the Dealer Manager 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).  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 (http://www.edmc.com/), with over 136,000 students as of October 2009, is among the largest providers of post-secondary education in North America, based on student enrollment and revenue, with a total of 97 locations in 30 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.
 

 
 
 
 
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