-----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, C54fmg1V185LKVivvbYbf90KbJTJEKyMovW4lMJO1WT2ns82N1pw1M9MDuB1MwP7 NraGiw59bVcllH8nG9fjlQ== 0001144204-10-064897.txt : 20101206 0001144204-10-064897.hdr.sgml : 20101206 20101206094754 ACCESSION NUMBER: 0001144204-10-064897 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101206 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101206 DATE AS OF CHANGE: 20101206 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: 101233197 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 v204687_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):  December 6, 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 December 6, 2010, Education Management Corporation issued a press release announcing the amendment and extension of its credit and guarantee agreement.  A copy of the December 6, 2010 press release is attached hereto as an exhibit and 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 December 6, 2010
 
 
 

 

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   
    Name:  Edward H. West   
    Title:    President and Chief Financial Officer   
       
Dated:  December 6, 2010
 
 
 
 

 
 
EXHIBIT INDEX

Exhibit No. 
Description

99.1 
Press release dated December 6, 2010


 
 

 
 
EX-99.1 2 v204687_ex99-1.htm

Education Management Corporation Announces Amendment of $1.5 Billion Credit Facility

PITTSBURGH, Dec. 6, 2010 /PRNewswire-FirstCall/ -- Education Management Corporation (Nasdaq: EDMC), one of the largest providers of post-secondary education in North America, announced today that it has entered into an agreement to amend and extend its credit and guarantee agreement, which includes a $442.5 million revolving credit facility and a $1.1 billion term loan.  Under the agreement, revolving lenders have agreed to extend the maturity of commitments totaling $328.3 million under the facility from June 1, 2012 to June 1, 2015.  In addition, holders of an aggregate $761.6 million of the term loan have agreed to extend the maturity date from June 1, 2013 to June 1, 2016.

Lenders that agreed to extend the maturity of their revolving commitments will receive a margin increase of 2.5% from LIBOR + 1.5% to LIBOR + 4.0% and payment of an upfront fee.  Lenders with revolving commitments totaling $114.2 million have elected not to extend those commitments, which will mature on the original maturity date of June 1, 2012 and bear interest at the lower rate.  

Lenders that agreed to extend the maturity of the term loan will receive a margin increase of 2.25% from LIBOR + 1.75% to LIBOR + 4.0% and payment of an upfront fee. Holders of an aggregate of $350.5 million of the term loan have elected not to extend the maturity date, and this amount will bear interest at the lower rate and will mature on June 1, 2013, the original maturity date.

The Company expects to record additional interest expense of $1.6 million and one-time charges of $4.5 million in its second fiscal quarter ending December 31, 2010 due to the amendment and extension of the credit and guarantee agreement.

The lenders also approved amendments to the credit and guaranty agreement, including a “springing maturity” of March 1, 2014 for the term loans in the event that the Company does not refinance, extend or pay in full its $375.0 million of Senior Notes due 2014 on or prior to March 1, 2014, an adjustment to the basket amount for capital expenditures and certain other purposes, and the ability to use cash to collateralize letters of credit.

The closing of the amendment to the credit and guarantee agreement is expected to occur December 7, 2010.

About Education Management

Education Management (www.edmc.com), with over 158,300 students as of October 2010, is among the largest providers of post-secondary education in North America, based on student enrollment and revenue, with a total of 101 locations in 31 U.S. states and Canada. We offer academic programs to our students through campus-based and online instruction, or through a combination of both. We are committed to offering quality academic programs and continuously strive to improve the learning experience for our students. Our educational institutions offer students the opportunity to earn undergraduate and graduate degrees and certain specialized non-degree diplomas in a broad range of disciplines, including design, media arts, health sciences, psychology and behavioral sciences, culinary, fashion, business, education, legal and information technology.

Cautionary Statement

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements typically contain words such as "anticipates," "believes," "estimates," "expects," "intends" or similar words indicating that future outcomes are not known with certainty and are subject to risk factors that could cause these outcomes to differ significantly from those projected.  Forward-looking statements include, but are not limited to, statements related to the Company's future operating and financial performance, and include statements regarding expected enrollment, revenue, expense levels, capital expenditures and earnings.  Any such forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Cautionary statements identifying certain factors, but not all 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.

FOR:  Education Management Corporation

COMPANY CONTACT:

James Sober, CFA

Vice President, Finance

(412) 995-7684





CONTACT:  James Sober, CFA, Vice President, Finance, Education Management Corporation, +1-412-995-7684

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