Statistiques de base
| LEI | 549300HJZRTNO4K6DO92 |
| CIK | 880059 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Education Management Corporation
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
| November 14, 2014 |
EDMC / Education Management Corp. 15-12B - - FORM 15-12B Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34466* EDUCATION MANAGEMENT CORPORATION* (Exact name of regi |
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| November 3, 2014 |
EDMC / Education Management Corp. 25 - - 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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| October 31, 2014 |
10-K/A 1 edmc0630201410-ka.htm 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition peri |
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| October 30, 2014 |
Education Management Corporation Announces Extension of Exchange Offer Education Management Corporation Announces Extension of Exchange Offer Pittsburgh, October 29, 2014 - Education Management Corporation (“EDMC” and together with its consolidated subsidiaries, the “Company”) (NASDAQ: EDMC) announced today that it has extended until 11:59 p. |
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| October 30, 2014 |
UNITED STATES 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 30, 2014 (October 29, 2014) Education Management Corporation (Exact name of registrant as specified in charter) Pennsylvania (State or Other Jurisdiction of Incorporation) (Co |
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| October 23, 2014 |
Education Management Announces Intention to Voluntarily Delist Shares From NASDAQ Investor Contact: John Iannone Director of Investor Relations (412) 995-7727 Media Contact: Chris Hardman VP of Communications (412) 995-7187 Education Management Announces Intention to Voluntarily Delist Shares From NASDAQ PITTSBURGH, Oct. |
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| October 23, 2014 |
UNITED STATES 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 23, 2014 (October 23, 2014) Education Management Corporation (Exact name of registrant as specified in charter) Pennsylvania (State or Other Jurisdiction of Incorporation) (Co |
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| October 20, 2014 |
UNITED STATES 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, 2014 (October 15, 2014) Education Management Corporation (Exact name of registrant as specified in charter) Pennsylvania (State or Other Jurisdiction of Incorporation) (Co |
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| October 16, 2014 |
Exhibit 21.1 Subsidiaries Entity Name Jurisdiction of Organization Ownership Education Management Holdings LLC DE 100% Company Education Management LLC DE 100% Education Management Holdings LLC Education Finance II LLC DE 100% Education Management LLC Education Management Finance Corp. DE 100% Education Management LLC The Art Institutes International LLC PA 100% Education Management LLC The Art In |
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| October 16, 2014 |
EXECUTIVE EMPLOYMENT AGREEMENT EX-10.34 3 edmc06302014ex1034.htm EXHIBIT EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”), is entered into as of the 22nd day of June, 2014, between Danny D. Finuf (the “Executive”) and Education Management LLC, a Delaware limited liability company (the “Company”). WHEREAS, the Company desires to employ the Executive and utilize Executive’s management services |
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| October 16, 2014 |
EX-10.4A 6 edmc06302014ex104a.htm EXHIBIT EXECUTED COPY PLEDGE AND SECURITY AGREEMENT dated as of June 1, 2006 between EACH OF THE GRANTORS PARTY HERETO and BNP PARIBAS, as Collateral Agent TABLE OF CONTENTS Page SECTION 1 DEFINITIONS; GRANT OF SECURITY. 1 1.1 General Definitions. 1 1.2 Definitions; Interpretation. 8 SECTION 2 GRANT OF SECURITY. 8 2.1 Grant of Security. 8 2.2 Certain Limited Exclu |
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| October 16, 2014 |
FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of September 12, 2014, among the subsidiaries of Education Management LLC, a Delaware limited liability company (the “Company”), listed on the signature pages hereto (such subsidiaries, collectively, the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), and The Bank of New York Mellon Trust Company, N. |
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| October 16, 2014 |
THIRD SUPPLEMENTAL INDENTURE Third Supplemental Indenture (this “Supplemental Indenture”), dated as of September 12, 2014, among the subsidiaries of Education Management LLC, a Delaware limited liability company (the “Company”), listed on the signature pages hereto (such subsidiaries, collectively, the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), and The Bank of New York Mellon Trust Company, N. |
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| October 16, 2014 |
Waiver to Second Amended and Restated Credit and Guaranty Agreement Waiver to Second Amended and Restated Credit and Guaranty Agreement WAIVER to Second Amended and Restated Credit and Guaranty Agreement, dated as of June 23, 2014 (this “Waiver”), among Education Management LLC, a Delaware limited liability company (“Company”), Education Management Holdings LLC, a Delaware limited liability company (“Holdings”), certain subsidiaries of Holdings party hereto, and the Lenders party hereto. |
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| October 16, 2014 |
Exhibit 12.1 Education Management Corporation Computation of Ratio of Earnings (Losses) to Fixed Charges (Unaudited) (Dollars in millions) For the Fiscal Year Ended June 30, 2010 2011 2012 2013 2014 Computation of fixed charges: Interest expense $ 115.8 $ 118.2 $ 109.3 $ 116.6 $ 114.6 Amortization of debt issuance costs 8.1 6.5 1.1 8.5 14.2 Portion of rental expense representative of interest 35.8 |
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| October 16, 2014 |
Schedules to the Credit and Guaranty Agreement Schedules to the Credit and Guaranty Agreement Schedule 4.1 Jurisdiction of Organization Full Legal Name Jurisdiction of Organization AICA-IE Restaurant, Inc. California AID Restaurant, Inc. Texas AIH Restaurant, Inc. Texas AIIM Restaurant, Inc. Minnesota AIIN Restaurant LLC Indiana AIT Restaurant, Inc. Florida AITN Restaurant, Inc. Tennessee American Education Centers Inc. Delaware Argosy Educati |
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| October 16, 2014 |
10-K 1 edmc0630201410-k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission |
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| October 8, 2014 |
UNITED STATES 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 8, 2014 (October 2, 2014) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdictio |
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| October 8, 2014 |
Education Management Corporation Amends Exchange Offer Exhibit 99.2 Education Management Corporation Amends Exchange Offer Pittsburgh, October 6, 2014 - Education Management Corporation (“EDMC” and together with its consolidated subsidiaries, the “Company”) (NASDAQ: EDMC) announced today that it has amended (the “Amendment”) its private offer to exchange (the “Exchange Offer”) all outstanding Senior Cash Pay/PIK Notes due 2018 (the “Cash Pay/PIK Notes |
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| October 8, 2014 |
Education Management Corporation Receives Expected NASDAQ Notice Related to Delay in 10-K Filing Exhibit 99.1 Education Management Corporation Receives Expected NASDAQ Notice Related to Delay in 10-K Filing Pittsburgh, Oct. 8, 2014 - Education Management Corporation (NASDAQ: EDMC), one of the largest providers of post-secondary education in North America, today announced that the company received a standard notice from NASDAQ stating that the company is not in compliance with NASDAQ Listing R |
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| October 2, 2014 |
Education Management Corporation Commences Exchange Offer In Connection with Proposed Restructuring EX-99.2 3 ex992exchangeoffer100214.htm EXHIBIT Education Management Corporation Commences Exchange Offer In Connection with Proposed Restructuring Pittsburgh, October 1, 2014 - In connection with its previously disclosed proposed restructuring, Education Management Corporation (“EDMC” and together with its consolidated subsidiaries, the “Company”) (NASDAQ: EDMC) announced today that it has commenc |
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| October 2, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES 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 2, 2014 (October 1, 2014) Education Management Corporation (Exact name of registrant as specified in charter) Pennsylvania (State or Other Jurisdiction of Incorporation) (Comm |
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| October 2, 2014 |
EDUCATION MANAGEMENT CORPORATION (“EDMC,” and together with its subsidiaries, the “Company,” “us” or “we”) SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS This report contains information that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. |
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| September 22, 2014 |
EDMC / Education Management Corp. CORRESP - - CONFIDENTIAL TREATMENT REQUESTED BY EDUCATION MANAGEMENT CORPORATION. PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. OMISSIONS ARE IDENTIFIED SEPARATELY BY “[*CONFIDENTIAL TREATMENT*]” THE CONFIDENTIAL MATERIAL HAS BEEN SUBMITTED SEPARATELY TO THE U.S. SECURITIES AND EXCHANGE COMMISSION’S DIVISION OF CORPORATION FINANCE. September 4, 2014 Larry Spirge |
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| September 17, 2014 |
EDMC / Education Management Corp. CORRESP - - CONFIDENTIAL TREATMENT REQUESTED BY EDUCATION MANAGEMENT CORPORATION. PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. OMISSIONS ARE IDENTIFIED SEPARATELY BY “[*CONFIDENTIAL TREATMENT*]” THE CONFIDENTIAL MATERIAL HAS BEEN SUBMITTED SEPARATELY TO THE U.S. SECURITIES AND EXCHANGE COMMISSION’S DIVISION OF CORPORATION FINANCE. September 17, 2014 Larry Spirg |
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| September 16, 2014 |
EDMC / Education Management Corp. NT 10-K - - NT 10-K SEC File Number: 001-34466 CUSIP Number: 28140M103 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 15, 2014 |
EDMC / Education Management Corp. S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 15, 2014 Registration No. |
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| September 15, 2014 |
EDMC / Education Management Corp. S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 15, 2014 Registration No. |
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| September 15, 2014 |
EDMC / Education Management Corp. S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 15, 2014 Registration No. |
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| September 15, 2014 |
EDMC / Education Management Corp. S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 15, 2014 Registration No. |
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| September 15, 2014 |
EDMC / Education Management Corp. S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 15, 2014 Registration No. |
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| September 15, 2014 |
EDMC / Education Management Corp. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on September 15, 2014 Registration No. |
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| September 15, 2014 |
EDMC / Education Management Corp. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on September 15, 2014 Registration No. |
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| September 15, 2014 |
EDMC / Education Management Corp. S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 15, 2014 Registration No. |
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| September 15, 2014 |
EDMC / Education Management Corp. S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 15, 2014 Registration No. |
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| September 15, 2014 |
EDMC / Education Management Corp. S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 15, 2014 Registration No. |
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| September 15, 2014 |
EDMC / Education Management Corp. S-8 POS - - FORM S-8 POS Form S-8 POS As filed with the Securities and Exchange Commission on September 15, 2014 Registration No. |
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| September 15, 2014 |
EDMC / Education Management Corp. S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 15, 2014 Registration No. |
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| September 10, 2014 |
8-K UNITED STATES 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): September 10, 2014 (September 4, 2014) Education Management Corporation (Exact name of registrant as specified in charter) Pennsylvania (State or Other Jurisdiction of Incorporati |
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| September 10, 2014 |
EXECUTION SECOND SUPPLEMENTAL INDENTURE EX-10.3 4 d787234dex103.htm EX-10.3 Exhibit 10.3 EXECUTION SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this “Supplemental Indenture”), dated as of September 5, 2014, among Education Management LLC, a Delaware limited liability company (the “Company”), Education Management Finance Corp., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), and The |
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| September 10, 2014 |
EX-10.2 3 d787234dex102.htm EX-10.2 Exhibit 10.2 EXECUTION COPY This AMENDMENT AGREEMENT, dated as of September 5, 2014 (this “Amendment Agreement”), among EDUCATION MANAGEMENT CORPORATION, a Pennsylvania corporation (“Parent”), EDUCATION MANAGEMENT LLC, a Delaware limited liability company (“Company”), EDUCATION MANAGEMENT HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CERTAIN S |
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| September 10, 2014 |
EXECUTION COPY RESTRUCTURING SUPPORT AGREEMENT EX-10.1 Exhibit 10.1 EXECUTION COPY RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits attached hereto and in accordance with Section 2 hereof, this “Agreement”), is made and entered into as of September 4, 2014, by and among (i) Education Management Corporation (“Parent”); (ii) Education Management Holdings LLC (“Holdings”); (iii) Education Management |
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| September 10, 2014 |
EX-10.4 Exhibit 10.4 EXECUTION INDENTURE Dated as of September 5, 2014 Among EDUCATION MANAGEMENT LLC, EDUCATION MANAGEMENT FINANCE CORP., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SENIOR PIK TOGGLE NOTES DUE 2018 CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4 |
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| September 10, 2014 |
Exhibit 99.1 + Investor Contact: John Iannone Director of Investor Relations (412) 995-7727 Media Contact: Chris Hardman VP of Communications (412) 995-7187 Education Management Reaches Definitive Agreement With Creditors On Debt Restructuring Restructuring Supported by Lenders Holding in Excess of 98% of Existing Secured Bank Debt Creditors Holding in excess of 94% of Aggregate Debt Execute Restr |
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| September 8, 2014 |
EDMC / Education Management Corp. RW - - RW Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 September 8, 2014 VIA EDGAR U. |
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| September 5, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES 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): September 5, 2014 (September 4, 2014) Education Management Corporation (Exact name of registrant as specified in charter) Pennsylvania (State or Other Jurisdiction of Incorporation) ( |
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| September 5, 2014 |
Education Management LLC and Education Management Finance Corp. Announce Final Results of Consent Solicitation to Amend Indenture Governing Senior Cash Pay/PIK Notes Due 2018 Pittsburgh, PA, September 4, 2014 - Education Management LLC and Education Management Finance Corp. (together, the “Issuers”), each wholly-owned subsidiaries of Education Management Corporation (together with its subsidiaries |
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| August 29, 2014 |
8-K UNITED STATES 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): August 29, 2014 (August 29, 2014) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdi |
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| August 28, 2014 |
EXHIBIT 99.1 Education Management LLC and Education Management Finance Corp. Commence Consent Solicitation to Amend Indenture Governing Senior Cash Pay/PIK Notes Due 2018 Pittsburgh, August 27, 2014 - Education Management LLC and Education Management Finance Corp. (together, the “Issuers”), each indirect wholly-owned subsidiaries of Education Management Corporation (“Parent”) (NASDAQ: EDMC), annou |
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| August 28, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES 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): August 28, 2014 (August 27, 2014) Education Management Corporation (Exact name of registrant as specified in charter) Pennsylvania (State or Other Jurisdiction of Incorporation) (Comm |
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| August 27, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES 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): August 27, 2014 (August 27, 2014) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdictio |
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| August 27, 2014 |
EXHIBIT 99.2 Education Management Corporation (“EDMC”) Proposed Financial Restructuring OVERVIEW AND HIGHLIGHTS Pre-Restructuring Amendments to Existing Debt Credit Agreement, dated February 13, 2007 as amended and restated as of December 7, 2010 (“Existing Credit Agreement”) - All interest (but not letter of credit fees) owing to consenting lenders under Existing Credit Agreement to be payable in |
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| August 27, 2014 |
Education Management Reaches Agreement In Principle With Creditors On Debt Restructuring EXHIBIT 99.1 Investor Contact: John Iannone Director of Investor Relations (412) 995-7727 Media Contact: Chris Hardman VP of Communications (412) 995-7187 Education Management Reaches Agreement In Principle With Creditors On Debt Restructuring ▪ Proposed Restructuring Supported by Lenders and Bondholders Holding in Excess of 80% of Debt ▪ All Campuses and Academic Programs to Continue Without Inte |
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| August 7, 2014 |
EDMC / Education Management Corp. CORRESP - - CONFIDENTIAL TREATMENT REQUESTED BY EDUCATION MANAGEMENT CORPORATION. PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. OMISSIONS ARE IDENTIFIED SEPARATELY BY “[*CONFIDENTIAL TREATMENT*]” THE CONFIDENTIAL MATERIAL HAS BEEN SUBMITTED SEPARATELY TO THE U.S. SECURITIES AND EXCHANGE COMMISSION’S DIVISION OF CORPORATION FINANCE. August 7, 2014 Larry Spirgel D |
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| July 25, 2014 |
UNITED STATES 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): July 25, 2014 (July 21, 2014) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of |
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| July 17, 2014 |
EDMC / Education Management Corp. CORRESP - - CONFIDENTIAL TREATMENT REQUESTED BY EDUCATION MANAGEMENT CORPORATION. PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. OMISSIONS ARE IDENTIFIED SEPARATELY BY “[*CONFIDENTIAL TREATMENT*]” THE CONFIDENTIAL MATERIAL HAS BEEN SUBMITTED SEPARATELY TO THE U.S. SECURITIES AND EXCHANGE COMMISSION’S DIVISION OF CORPORATION FINANCE. July 17, 2014 Larry Spirgel Di |
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| June 23, 2014 |
UNITED STATES 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): June 23, 2014 (June 20, 2014) Education Management Corporation (Exact name of registrant as specified in charter) Pennsylvania (State or Other Jurisdiction of Incorporation) (Commissi |
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| June 17, 2014 |
UNITED STATES 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): June 17, 2014 (June 13, 2014) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of |
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| May 8, 2014 |
EX-10.1 2 edmc3312014ex101jkagreement.htm EXHIBIT 10.1 EXHIBIT 10.1 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is entered into as of this day of January, 2014 by and between are Education Management LLC, a Delaware limited liability company (the “Company”), and John R. Kline (the “Consultant”). WHEREAS, the Company desires to retain Consultant as an independent contractor to |
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| May 8, 2014 |
SECOND AMENDMENT TO THE LETTER OF CREDIT FACILITY AGREEMENT EXHBIT 10.3 EXECUTION VERSION SECOND AMENDMENT TO THE LETTER OF CREDIT FACILITY AGREEMENT This SECOND AMENDMENT TO THE LETTER OF CREDIT FACILITY AGREEMENT (this “Second Amendment”), dated as of April 16, 2014, is entered into by and among Education Management LLC, a Delaware limited liability company (the “Account Party”), for purposes of Sections B and C hereof, Education Management Holdings LLC, |
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| May 8, 2014 |
EXHIBIT 10.2 EXECUTION VERSION AMENDMENT NO. 2, dated as of April 16, 2014 (this “Amendment”), to the LETTER OF CREDIT FACILITY AGREEMENT, dated as of November 30, 2011, as amended by Amendment No. 1 and as further amended, supplemented, amended and restated or otherwise modified from time to time (the “Facility Agreement”) among EDUCATION MANAGEMENT LLC, a Delaware limited liability company (“Bor |
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| May 8, 2014 |
EDMC-2014.3.31 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File |
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| May 1, 2014 |
Investor Contact: John Iannone Director of Investor Relations (412) 995-7727 Media Contact: Chris Hardman VP of Communications (412) 995-7187 Education Management Corporation Reports Fiscal 2014 Third Quarter Results - Reported net loss of $467. |
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| May 1, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): May 1, 2014 (April 30, 2014) Education Management Corporation - (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorporat |
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| April 7, 2014 |
UNITED STATES 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): April 7, 2014 (April 1, 2014) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of |
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| February 10, 2014 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-34466 |
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| February 10, 2014 |
EXHIBIT 10.1 WAIVER AND RELEASE OF CLAIMS 1. In consideration of the payments and benefits to be made under the Employment Agreement, dated as of August 11, 2009 (the “Employment Agreement”), and the additional benefits set forth on Exhibit A to which John R. Kline (the “Executive”) and Education Management LLC (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the |
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| February 10, 2014 |
EDUCATION MANAGEMENT CORPORATION AMENDED 2012 OMNIBUS LONG-TERM INCENTIVE PLAN EXHIBIT 10.2 EDUCATION MANAGEMENT CORPORATION AMENDED 2012 OMNIBUS LONG-TERM INCENTIVE PLAN EDUCATION MANAGEMENT CORPORATION, a Pennsylvania corporation (the “Company”), sets forth herein the terms of its Amended 2012 Omnibus Long-Term Incentive Plan (the “Plan”), as follows: 1. PURPOSE The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and ret |
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| February 5, 2014 |
Investor Contact: John Iannone Director of Investor Relations (412) 995-7727 Media Contact: Chris Hardman VP of Communications (412) 995-7187 Education Management Corporation Reports Fiscal 2014 Second Quarter Results - EBITDA of $87. |
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| February 5, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): February 5, 2014 (February 5, 2014) Education Management Corporation - (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of inc |
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| January 24, 2014 |
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): January 24, 2014 (January 24, 2014) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorpo |
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| December 6, 2013 |
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, 2013 (December 5, 2013) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorpo |
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| November 27, 2013 |
S-3 Table of Contents As filed with the Securities and Exchange Commission on November 26, 2013 Registration No. |
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| November 27, 2013 |
EX-5.5 Exhibit 5.5 November 26, 2013 Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, Pennsylvania 15222 RE: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special counsel to AITN Restaurant, Inc., a Tennessee corporation (the “Tennessee Guarantor”), and are furnishing this opinion letter in connection with the registration statement on Form S-3 |
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| November 27, 2013 |
EX-5.3 Exhibit 5.3 November 26, 2013 Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Re: Education Management Corporation Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special Indiana counsel to AIIN Restaurant LLC, an Indiana limited liability company (the “Indiana Guarantor”), which is an indirect subsidiary of Education Management C |
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| November 27, 2013 |
EX-12.1 Exhibit 12.1 Education Management Corporation Computation of Ratio of Earnings (Losses) to Fixed Charges (Unaudited) (Dollars in Millions) For the Three Months Ended September 30, For the Fiscal Year Ended June 30, 2013 2013 2012 2011 2010 2009 Computation of fixed charges Interest expense $ 28.4 $ 116.6 $ 109.3 $ 118.2 $ 115.8 $ 149.3 Amortization of debt issuance costs 3.6 8.5 1.1 6.5 8. |
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| November 27, 2013 |
EX-5.4 Exhibit 5.4 November 26, 2013 Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Re: Education Management Corporation Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special Minnesota counsel to AIIM Restaurant, Inc., a Minnesota corporation, and Argosy University Family Center, Inc., a Minnesota corporation (collectively, the “Minne |
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| November 27, 2013 |
EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) The Bank of New York Mellon Trust Company, N.A. (Exact name of trustee as specified in its char |
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| November 27, 2013 |
EX-4.33 Exhibit 4.33 INDENTURE Dated as of [] Among EDUCATION MANAGEMENT CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee PROVIDING FOR THE ISSUANCE OF DEBT SECURITIES CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 311(a) 7.11 |
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| November 8, 2013 |
Other Events, Submission of Matters to a Vote of Security Holders - 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): November 8, 2013 (November 8, 2013) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorpo |
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| November 1, 2013 |
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): November 1, 2013 (October 28, 2013) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorpo |
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| November 1, 2013 |
EXHIBIT 10.3 WAIVER AND RELEASE OF CLAIMS 1. In consideration of the payments and benefits to be made under the Employment Agreement, dated as of February 8, 2007 (the “Employment Agreement”), and the additional benefits set forth on Exhibit A to which Todd S. Nelson (the “Executive”) and Education Management LLC (the “Company”) (each of the Executive and the Company, a “Party” and collectively, t |
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| November 1, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-3446 |
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| November 1, 2013 |
EDUCATION MANAGEMENT CORPORATION NON-EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT EXHIBIT 10.2 EDUCATION MANAGEMENT CORPORATION NON-EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT THIS AGREEMENT (the “Agreement”), is made effective as of [], 20 (the “Grant Date”), between Education Management Corporation, a Pennsylvania corporation (the “Company”), and the Grantee set forth on the signature page hereto (the “Grantee” and together with the Company, the “Parties”): R E C I T A L S: WHE |
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| November 1, 2013 |
EDUCATION MANAGEMENT CORPORATION EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT EXHIBIT 10.1 EDUCATION MANAGEMENT CORPORATION EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT THIS AGREEMENT (the “Agreement”), is made effective as of [], 20 (the “Grant Date”), between Education Management Corporation, a Pennsylvania corporation (the “Company”), and the Grantee set forth on the signature page hereto (the “Grantee” and together with the Company, the “Parties”): R E C I T A L S: WHEREAS |
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| October 31, 2013 |
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement x Definitive Additional Materials o Soliciting Material Pursuant to Rule 14a-12 Education Management Corporation (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. |
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| October 31, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - FORM 8-K/A 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 31, 2013 (October 30, 2013) Education Management Corporation - (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of i |
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| October 31, 2013 |
Average Enrolled Student Body For the Three Months Ended September 30, 2013 2012 % Change The Art Institutes 61,210 66,870 (8. |
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| October 30, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 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 30, 2013 (October 30, 2013) Education Management Corporation - (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of inc |
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| October 30, 2013 |
Investor Contact: John Iannone Director of Investor Relations (412) 995-7727 Media Contact: Chris Hardman VP of Communications (412) 995-7187 Education Management Corporation Reports Fiscal 2014 First Quarter Results - EBITDA of $52. |
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| October 15, 2013 |
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 15, 2013 (October 14, 2013) Education Management Corporation - (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 - (State or other jurisdiction (Com |
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| October 7, 2013 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 3, 2013 |
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials x Soliciting Material Pursuant to Rule 14a-12 Education Management Corporation (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. |
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| September 3, 2013 |
EXHIBIT 10.40 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of August 27, 2013 (the ?Employment Agreement?), by and between Education Management LLC, a Delaware limited liability company (together with its successors and assigns, the ?Company?), and Mick J. Beekhuizen (the ?Executive?) (each of the Executive and the Company, a ?Party,? and collectively, the ?Parties?). WHEREAS, the Company d |
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| September 3, 2013 |
EXHIBIT 10.41 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of April 23, 2013 (this ?Employment Agreement?), by and between Education Management LLC, a Delaware limited liability company (together with its successors and assigns, the ?Company?), and Carol A. DiBattiste (the ?Executive?) (each of the Executive and the Company, a ?Party,? and collectively, the ?Parties?). WHEREAS, the Company |
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| September 3, 2013 |
Exhibit 12.1 Education Management LLC Computation of Ratio of Earnings to Fixed Charges (Unaudited) (Dollars in millions) For the Fiscal Year Ended June 30, 2009 2010 2011 2012 2013 Computation of fixed charges Interest expense $ 149.3 $ 115.8 $ 118.2 $ 109.3 $ 116.6 Amortization of debt issuance costs 7.8 8.1 6.5 1.1 8.5 Portion of rental expense representative of interest 30.8 35.8 39.4 39.3 41. |
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| September 3, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No: 001-34466 EDUCATION MAN |
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| September 3, 2013 |
EX-21.1 6 edmc-20130630xexhibit211.htm SUBSIDIARIES OF REGISTRANT Exhibit 21.1 Subsidiaries Entity Name Jurisdiction of Organization Ownership Education Finance II LLC Delaware 100% Company Education Management Holdings LLC Delaware 100% Company Education Management LLC Delaware 100% Education Management Holdings LLC Education Management Finance Corp. Delaware 100% Education Management LLC The Art |
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| September 3, 2013 |
EXHIBIT 10.39 WAIVER AND RELEASE OF CLAIMS 1. In consideration of the payments and benefits to be made under the Employment Agreement, dated as of December 7, 2006 (the ?Employment Agreement?), and the additional benefits (all of which are set forth in Exhibit A attached hereto), to which John M. Mazzoni (the ?Executive?) and Education Management LLC (the ?Company?) (each of the Executive and the |
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| August 30, 2013 |
UNITED STATES 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): August 30, 2013 (August 27, 2013) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdictio |
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| August 9, 2013 |
Education Management LLC Education Management Finance Corp. Offer to Exchange (the “exchange offer”) 424B3 Table of Contents FILED PURSUANT TO RULE 424(b)(3) REGISTRATION NO. 333-190046 PROSPECTUS Education Management LLC Education Management Finance Corp. Offer to Exchange (the “exchange offer”) $203,044,423 aggregate principal amount of their Senior Cash Pay/PIK Notes due 2018 (the “exchange notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), |
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| August 7, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): August 7, 2013 (August 7, 2013) Education Management Corporation - (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorpo |
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| August 7, 2013 |
Education Management Corporation COMPANY CONTACT: John Iannone Director of Investor Relations (412) 995-7727 Education Management Corporation Reports Fiscal 2013 Fourth Quarter Results - Growth in new student enrollment slightly positive compared to prior year excluding South University's fully-online programs - - Improving trend in 180-day new student retention - - EBITDA of $68. |
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| July 29, 2013 |
Exhibit 5.4 July 29, 2013 Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Re: Education Management Corporation Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as special Minnesota counsel to AIIM Restaurant Inc., a Minnesota corporation (the ?Minnesota Guarantor?), which is an indirect subsidiary of Education Management Corporation, a Penns |
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| July 29, 2013 |
Exhibit 5.7 July 29, 2013 Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Re: Education Management Corporation Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as special Minnesota counsel to Argosy University Family Center, Inc., a Minnesota corporation (the ?Minnesota Guarantor?), which is an indirect subsidiary of Education Management Cor |
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| July 29, 2013 |
Exhibit 5.3 July 29, 2013 Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Re: Education Management Corporation Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as special Indiana counsel to AIIN Restaurant LLC, an Indiana limited liability company (the ?Indiana Guarantor?), which is an indirect subsidiary of Education Management Corporation, |
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| July 29, 2013 |
Exhibit 5.5 July 29, 2013 Education Management LLC Education Management Finance Corp. c/o Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Ladies and Gentlemen: I am the Senior Vice President, General Counsel and Secretary of Education Management Corporation, a Pennsylvania corporation (?Parent?), and am delivering this opinion in connection with the Registration |
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| July 29, 2013 |
EX-5.6 Exhibit 5.6 July 29, 2013 Education Management LLC Education Management Finance Corporation c/o Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, Pennsylvania 15222 Ladies and Gentlemen: We have acted as special counsel to AITN Restaurant, Inc., a Tennessee corporation (the “Tennessee Guarantor”), and are furnishing this opinion letter in connection with the registra |
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| July 29, 2013 |
Consent of Independent Registered Public Accounting Firm Exhibit 23.8 Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption ?Experts? and to the use of our reports dated September 12, 2012, in Amendment No. 1 to the Registration Statement (Form S-4) and related Prospectus for the registration of Senior Cash Pay/PIK Notes due 2018. /s/ Ernst & Young LLP Pittsburgh, Pennsylvania July 29, 2013 |
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| July 29, 2013 |
Table of Contents As filed with the Securities and Exchange Commission on July 29, 2013 Registration No. |
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| July 19, 2013 |
Subsidiaries Jurisdiction of Organization Exhibit 21.1 Entity Name Subsidiaries Jurisdiction of Organization Ownership Education Finance II LLC Delaware 100% Company Education Management Holdings LLC Delaware 100% Company Education Management LLC Delaware 100% Education Management Holdings LLC Education Management Finance Corp. Delaware 100% Education Management LLC The Art Institutes International LLC Pennsylvania 100% Education Manageme |
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| July 19, 2013 |
EX-3.11 Exhibit 3.11 ARTICLES OF ORGANIZATION Formed pursuant to the provisions of the Indiana Business Flexibility Act. ARTICLE I—NAME AND PRINCIPAL OFFICE AIIN RESTAURANT LLC c/o EDMC 210 Sixth Ave., 33rd Floor, Pittsburgh, PA 15222 ARTICLE II—REGISTERED OFFICE AND AGENT Corporation Service Company 251 East Ohio Street Suite 500, Indianapolis, IN 46204 ARTICLE III—GENERAL INFORMATION Effective D |
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| July 19, 2013 |
BY-LAWS AICA-IE RESTAURANT, INC. ARTICLE I EX-3.6 3 d569836dex36.htm EX-3.6 Exhibit 3.6 BY-LAWS OF AICA-IE RESTAURANT, INC. ARTICLE I General Section 1.1. Name. The name of the Corporation is AICA-IE Restaurant, Inc. Section 1.2. Office. The principal office of the Corporation shall be at such place or places as the Board of Directors may from time to time determine. Section 1.3. Seal. The Corporation may have a seal that shall be circular |
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| July 19, 2013 |
Exhibit 99.1 EDUCATION MANAGEMENT LLC EDUCATION MANAGEMENT FINANCE CORPORATION LETTER OF TRANSMITTAL OFFER TO EXCHANGE $203,044,423 AGGREGATE PRINCIPAL AMOUNT OF THEIR SENIOR CASH PAY / PIK NOTES DUE 2018, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THEIR OUTSTANDING UNREGISTERED SENIOR CASH PAY / PIK NOTES DUE 2018. THE EXCHANGE OFFER WILL EXPIRE AT |
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| July 19, 2013 |
EX-25.1 21 d569836dex251.htm EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ The Bank of New York Mellon Trust Company, N.A. (Exact name of tru |
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| July 19, 2013 |
Exhibit 5.3 July 19, 2013 Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Re: Education Management Corporation Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as special Indiana counsel to AIIN Restaurant LLC, an Indiana limited liability company (the ?Indiana Guarantor?), which is an indirect subsidiary of Education Management Corporation, |
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| July 19, 2013 |
EX-99.3 Exhibit 99.3 EDUCATION MANAGEMENT LLC EDUCATION MANAGEMENT FINANCE CORPORATION OFFER TO EXCHANGE $203,044,423 AGGREGATE PRINCIPAL AMOUNT OF THEIR SENIOR CASH PAY / PIK NOTES DUE 2018, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THEIR OUTSTANDING UNREGISTERED SENIOR CASH PAY / PIK NOTES DUE 2018. , 2013 To Our Clients: Enclosed for your consid |
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| July 19, 2013 |
Consent of Independent Registered Public Accounting Firm EX-23.7 Exhibit 23.7 Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4) and related Prospectus of Education Management Corporation and Subsidiaries for the registration of Senior Cash Pay/PIK Notes due 2018 (the “exchange notes”) and to the incorporation by reference therein of our re |
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| July 19, 2013 |
BYLAWS AITN RESTAURANT, INC. (a Tennessee corporation) ARTICLE I Exhibit 3.18 BYLAWS OF AITN RESTAURANT, INC. (a Tennessee corporation) ARTICLE I SHAREHOLDERS 1. SHARE CERTIFICATES. Certificates evidencing shares of the corporation shall set forth thereon the statements prescribed by Section 48-16-206 of the Tennessee Business Corporation Act (?Business Corporation Act?) and by any other applicable provision of law, shall be signed, either manually or in facsim |
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| July 19, 2013 |
****************************************************************************************** EX-3.15 6 d569836dex315.htm EX-3.15 Exhibit 3.15 ARTICLES OF INCORPORATION In compliance with Chapter 607 and/or Chapter 621, F.S. (Profit) ARTICLE I NAME The name of the corporation shall be: AIT Restaurant, Inc. ARTICLE II PRINCIPAL OFFICE This principal place of business/mailing address is: c/o EDMC, 210 Sixth Ave., Pittsburgh PA 15222 ARTICLE III PURPOSE The purpose for which the corporation i |
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| July 19, 2013 |
Exhibit 99.4 EDUCATION MANAGEMENT LLC EDUCATION MANAGEMENT FINANCE CORPORATION NOTICE OF GUARANTEED DELIVERY OFFER TO EXCHANGE $203,044,423 AGGREGATE PRINCIPAL AMOUNT OF THEIR SENIOR CASH PAY / PIK NOTES DUE 2018, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THEIR OUTSTANDING UNREGISTERED SENIOR CASH PAY / PIK NOTES DUE 2018. This form, or one substan |
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| July 19, 2013 |
Exhibit 3.17 State of Tennessee Department of State Corporate Filings 312 Eighth Avenue North 6th Floor, William R. Snodgrass Tower Nashville, TN 37243 CHARTER (For-Profit Corporation) For Office Use Only The undersigned acting as incorporator(s) of a for-profit corporation under the provisions of the Tennessee Business Corporation Act adopts the following Articles of Incorporation. 1. The name of |
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| July 19, 2013 |
EX-12.1 Exhibit 12.1 Education Management LLC Computation of Ratio to Earnings (Losses) to Fixed Charges (Unaudited) (Dollars in Millions) For the Fiscal Year Ended June 30, For the Nine Months Ended March 31, 2008 2009 2010 2011 2012 2013 Computation of fixed charges Interest expense $ 156.5 $ 149.3 $ 115.8 $ 118.2 $ 109.3 $ 88.3 Amortization of debt issuance costs 7.7 7.8 8.1 6.5 1.1 5.0 Portion |
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| July 19, 2013 |
Exhibit 10.37 WAIVER AND RELEASE OF CLAIMS 1. In consideration of the payments and benefits to be made under the Employment Agreement, dated as of December 7, 2006 (the ?Employment Agreement?), and the additional benefits (all of which are set forth in Exhibit A attached hereto), to which John M. Mazzoni (the ?Executive?) and Education Management LLC (the ?Company?) (each of the Executive and the |
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| July 19, 2013 |
Exhibit 5.7 July 19, 2013 Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Re: Education Management Corporation Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as special Minnesota counsel to Argosy University Family Center, Inc., a Minnesota corporation (the ?Minnesota Guarantor?), which is an indirect subsidiary of Education Management Cor |
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| July 19, 2013 |
Exhibit 3.5 ARTICLES OF INCORPORATION I The name of this corporation is AICA-IE Restaurant, Inc. II The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the Californi |
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| July 19, 2013 |
Exhibit 5.5 July 19, 2013 Education Management LLC Education Management Finance Corp. c/o Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Ladies and Gentlemen: I am the Senior Vice President, General Counsel and Secretary of Education Management Corporation, a Pennsylvania corporation (?Parent?), and am delivering this opinion in connection with the Registration |
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| July 19, 2013 |
Exhibit 99.2 EDUCATION MANAGEMENT LLC EDUCATION MANAGEMENT FINANCE CORPORATION OFFER TO EXCHANGE $203,044,423 AGGREGATE PRINCIPAL AMOUNT OF THEIR SENIOR CASH PAY / PIK NOTES DUE 2018, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THEIR OUTSTANDING UNREGISTERED SENIOR CASH PAY / PIK NOTES DUE 2018. , 2013 To Brokers, Dealers, Commercial Banks, Trust Com |
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| July 19, 2013 |
Exhibit 5.4 July 19, 2013 Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, PA 15222 Re: Education Management Corporation Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as special Minnesota counsel to AIIM Restaurant Inc., a Minnesota corporation (the ?Minnesota Guarantor?), which is an indirect subsidiary of Education Management Corporation, a Penns |
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| July 19, 2013 |
OPERATING AGREEMENT AIIN RESTAURANT LLC EX-3.12 Exhibit 3.12 OPERATING AGREEMENT OF AIIN RESTAURANT LLC This OPERATING AGREEMENT (the “Agreement”) of AIIN Restaurant LLC, an Indiana limited liability company (the “Company”), having an address at c/o Education Management LLC, 210 Sixth Avenue, 33rd Floor, Pittsburgh, County of Allegheny, Pennsylvania 15222, is made by the Art Institute of Indianapolis, Inc., an Indiana corporation and th |
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| July 19, 2013 |
EX-5.6 15 d569836dex56.htm EX-5.6 Exhibit 5.6 July 19, 2013 Education Management LLC Education Management Finance Corporation c/o Education Management Corporation 210 Sixth Avenue, 33rd Floor Pittsburgh, Pennsylvania 15222 Ladies and Gentlemen: We have acted as special counsel to AITN Restaurant, Inc., a Tennessee corporation (the “Tennessee Guarantor”), and are furnishing this opinion letter in c |
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| July 19, 2013 |
S-4 Table of Contents As filed with the Securities and Exchange Commission on July 19, 2013 Registration No. |
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| July 19, 2013 |
BYLAWS AIT RESTAURANT, INC. (a Florida corporation) ARTICLE I Exhibit 3.16 BYLAWS OF AIT RESTAURANT, INC. (a Florida corporation) ARTICLE I SHAREHOLDERS 1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of the corporation shall set forth thereon the statements prescribed by Section 607.0625 of the Florida Business Corporation Act (?Business Corporation Act?) and by any other applicable provision of law, must be signed, either manually or in fa |
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| June 27, 2013 |
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): June 27, 2013 (June 24, 2013) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorpora |
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| June 20, 2013 |
FORM 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): June 20, 2013 (June 14, 2013) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of inco |
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| May 17, 2013 |
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): May 17, 2013 (May 13, 2013) Education Management Corporation - (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 - - - (State or other jurisdiction (Commiss |
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| May 10, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-34466 ED |
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| May 10, 2013 |
FIRST AMENDMENT TO THE LETTER OF CREDIT FACILITY AGREEMENT FIRST AMENDMENT TO THE LETTER OF CREDIT FACILITY AGREEMENT This FIRST AMENDMENT TO THE LETTER OF CREDIT FACILITY AGREEMENT (this ?First Amendment?), dated as of February 15, 2013, is entered into by and among Education Management LLC, a Delaware limited liability company (the ?Account Party?), for purposes of Sections B and C hereof, Education Management Holdings LLC, a Delaware limited liability company (the ?Guarantor?) and the Grantor Subsidiaries listed on the signature pages hereto, the Lender party hereto, and BNP Paribas, as Administrative Agent, Collateral Agent and Issuing Bank for the Lenders. |
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| May 10, 2013 |
EX-10.1 2 edmc03312013ex101firstamen.htm EXHIBIT 10.1 AMENDMENT NO. 1, dated as of January 29, 2013 (this “Amendment”), to the LETTER OF CREDIT FACILITY AGREEMENT, dated as of November 30, 2011, as amended, supplemented, amended and restated or otherwise modified from time to time (the “Facility Agreement”) among EDUCATION MANAGEMENT LLC, a Delaware limited liability company (“Borrower”), EDUCATIO |
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| May 2, 2013 |
Education Management Corporation Reports Fiscal 2013 Third Quarter Results Education Management Corporation COMPANY CONTACT: John Iannone Director of Investor Relations (412) 995-7727 Education Management Corporation Reports Fiscal 2013 Third Quarter Results Pittsburgh, PA, May 1, 2013 - Education Management Corporation (the "Company") (NASDAQ:EDMC), one of the largest providers of post-secondary education in North America, today reported its financial results for the three months ended March 31, 2013. |
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| May 2, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 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): May 1, 2013 (May 1, 2013) Education Management Corporation - (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorporation |
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| April 10, 2013 |
MEDIA CONTACT: Jacquelyn P. Muller 412.995.7262 Education Management Deepens Leadership Team with Two New Appointments Mick J. Beekhuizen to Join as Chief Financial Officer Joan H. Walker to Lead Corporate Communications April 10, 2013 PITTSBURGH, PA - Education Management Corporation (NASDAQ: EDMC) today announced the appointment of two new senior executives. Mick J. Beekhuizen will join the Comp |
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| April 10, 2013 |
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): April 10, 2013 (April 9, 2013) Education Management Corporation - (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 - - - (State or other jurisdiction (Comm |
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| March 22, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 22, 2013 (March 19, 2013) 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. |
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| March 8, 2013 |
EDUCATION MANAGEMENT LLC AND EDUCATION MANAGEMENT FINANCE CORP. Senior Cash Pay/PIK Notes Due 2018 REGISTRATION RIGHTS AGREEMENT March 5, 2013 GOLDMAN, SACHS & CO. BARCLAYS CAPITAL INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED c/o Goldman, Sachs & Co. 200 West Street, New York, New York 10282 Ladies and Gentlemen: This Registration Rights Agreement (this “Agreement”) is made and entered |
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| March 8, 2013 |
EXECUTION VERSION INDENTURE Dated as of March 5, 2013 Among EDUCATION MANAGEMENT LLC, EDUCATION MANAGEMENT FINANCE CORP. |
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| March 8, 2013 |
UNITED STATES 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): 03/8/2013 (03/5/2013) Education Management Corporation (Exact name of registrant as specified in its charter) Commission File Number: 001-34466 Pennsylvania 25-1119571 (State or other |
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| March 4, 2013 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES 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 4, 2013 Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of (Commission Fil |
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| March 4, 2013 |
Education Management Corporation Announces Expiration and Final Results of Private Debt Exchange Offer Pittsburgh, March 4, 2013 - Education Management Corporation (“Parent”) (NASDAQ: EDMC) announced today the expiration and final results of the previously announced private exchange offer (the “Exchange Offer”) by its indirect subsidiaries, Education Management LLC (the “Company”) and Education Management Finance Corp. |
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| February 21, 2013 |
EDMC / Education Management Corp. / Leeds Equity Partners IV, L.P. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* EDUCATION MANAGEMENT CORPORATION (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title and Class of Securities) 28140M103 (CUSIP number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate bo |
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| February 21, 2013 |
EX-1 Exhibit 1 Item 8 Information 1. Jeffrey T. Leeds Leeds Equity Associates IV, L.L.C. Leeds Equity Partners IV, L.P. Leeds Equity Partners IV Co-Investment Fund A, L.P. Leeds Equity Partners IV Co-Investment Fund B, L.P. 2. Each of Leeds Equity Partners IV, L.P., Leeds Equity Partners IV Co-Investment Fund A, L.P., Leeds Equity Partners IV Co-Investment Fund B, L.P. and Leeds Equity Associates |
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| February 20, 2013 |
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): February 20, 2013 (February 15, 2013) Education Management Corporation - (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 - - - (State or other jurisdictio |
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| February 19, 2013 |
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of Education Management Corporation and further agree to the filing of this agreement as an Exhibit theret |
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| February 19, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Education Management Corporation (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 28140M103 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| February 19, 2013 |
EXHIBIT 99.2 ITEM 8 INFORMATION Each of Providence Equity Partners V L.P., Providence Equity Partners V-A L.P., Providence Equity Partners IV L.P., Providence Equity Operating Partners IV L.P. and PEP EDMC L.L.C. (collectively, the “PEP Investing Entities”) is a party to a Shareholders Agreement, dated as of October 7, 2009, by and among Education Management Corporation (the “Company”), the PEP In |
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| February 15, 2013 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES 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): February 15, 2013 Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of (Commission |
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| February 15, 2013 |
Education Management Corporation Announces Early Tender Results and Determination of Total Consideration for the Private Debt Exchange Offer By its Subsidiaries Pittsburgh, February 15, 2013 - Education Management Corporation (“Parent”) (NASDAQ: EDMC) announced the results, as of 5:00 p. |
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| February 8, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-34466 |
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| February 4, 2013 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES 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): February 1, 2013 Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of (Commission |
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| February 4, 2013 |
Education Management Corporation Announces Private Debt Exchange Offer for Certain Debt Securities of its Subsidiaries Pittsburgh, February 1, 2013 - Education Management Corporation (“Parent”) (NASDAQ: EDMC) announced that its indirect subsidiaries, Education Management LLC (the “Company”) and Education Management Finance Corp. |
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| January 30, 2013 |
Education Management Corporation Reports Fiscal 2013 Second Quarter Results Education Management Corporation COMPANY CONTACT: John Iannone Director of Investor Relations (412) 995-7727 Education Management Corporation Reports Fiscal 2013 Second Quarter Results Pittsburgh, PA, January 30, 2013 - Education Management Corporation (the "Company") (NASDAQ:EDMC), one of the largest providers of post-secondary education in North America, today reported net revenues of $654. |
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| January 30, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): January 30, 2013 (January 30, 2013) Education Management Corporation - (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of inc |
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| January 29, 2013 |
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): January 29, 2013 (January 24, 2013) Education Management Corporation - (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 - - - (State or other jurisdiction |
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| November 8, 2012 |
EDUCATION MANAGEMENT CORPORATION NON-EXECUTIVE STOCK OPTION AGREEMENT EX-10.5 5 exhibit105.htm EXHIBIT 10.5 EXHIBIT 10.5 EDUCATION MANAGEMENT CORPORATION NON-EXECUTIVE STOCK OPTION AGREEMENT THIS AGREEMENT (the “Agreement”), is made effective as of [], 20 (the “Grant Date”), between Education Management Corporation, a Pennsylvania corporation (the “Company”), and the participant set forth on the signature page hereto (the “Grantee” and together with the Company, the |
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| November 8, 2012 |
AMENDMENT TO EMPLOYMENT AGREEMENT EXHIBIT 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of October 2, 2012 (the ?Amendment?), is entered into by and between Education Management Corporation, a Pennsylvania corporation (together with its successors and assigns, the ?Company?), and Edward H. West (the ?Executive?). WHEREAS, the Company and the Executive previously entered into an Employment |
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| November 8, 2012 |
EDUCATION MANAGEMENT CORPORATION EXECUTIVE STOCK OPTION AGREEMENT EX-10.4 4 exhibit104.htm EXHIBIT 10.4 EXHIBIT 10.4 EDUCATION MANAGEMENT CORPORATION EXECUTIVE STOCK OPTION AGREEMENT THIS AGREEMENT (the “Agreement”), is made effective as of [], 20 (the “Grant Date”), between Education Management Corporation, a Pennsylvania corporation (the “Company”), and the participant set forth on the signature page hereto (the “Grantee” and together with the Company, the “Pa |
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| November 8, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-3446 |
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| November 8, 2012 |
EDUCATION MANAGEMENT CORPORATION EXECUTIVE STOCK OPTION AGREEMENT EXHIBIT 10.2 EDUCATION MANAGEMENT CORPORATION EXECUTIVE STOCK OPTION AGREEMENT THIS AGREEMENT (the “Agreement”), is entered into and made effective as of October 2, 2012 (the “Grant Date”), between Education Management Corporation, a Pennsylvania corporation (the “Company”), and the participant set forth on the signature page hereto (the “Grantee” and together with the Company, the “Parties”): R E |
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| November 5, 2012 |
Submission of Matters to a Vote of Security Holders - 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): November 5, 2012 (November 2, 2012) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorpo |
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| October 31, 2012 |
Education Management Corporation Reports Fiscal 2013 First Quarter Results Education Management Corporation COMPANY CONTACT: John Iannone Director of Investor Relations (412) 995-7727 Education Management Corporation Reports Fiscal 2013 First Quarter Results Pittsburgh, PA, October 31, 2012 - Education Management Corporation (the "Company") (NASDAQ:EDMC), one of the largest providers of post-secondary education in North America, today reported net revenues of $609. |
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| October 31, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 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 31, 2012 (October 31, 2012) Education Management Corporation - (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of inc |
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| October 5, 2012 |
8-K UNITED STATES 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 5, 2012 (October 2, 2012) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdi |
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| October 5, 2012 |
DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule |
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| September 17, 2012 |
SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to SCHEDULE TO (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Education Management Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 28140M103 (CUSIP Number) J. Devitt Kramer, Esq. Senior Vice President, General Coun |
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| September 12, 2012 |
S-8 Table of Contents Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EDUCATION MANAGEMENT CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 25-1119571 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 210 Sixth Avenue 33rd |
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| September 12, 2012 |
EX-21.1 3 exhibit211.htm SUBSIDIARIES OF REGISTRANT Exhibit 21.1* Subsidiaries Entity Name Jurisdiction of Organization Ownership Education Finance II LLC Delaware 100% Company Education Management Holdings LLC Delaware 100% Company Education Management LLC Delaware 100% Education Management Holdings LLC Education Management Finance Corp. Delaware 100% Education Management LLC The Art Institutes I |
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| September 12, 2012 |
Exhibit 12.1 Education Management LLC Computation of Ratio of Earnings to Fixed Charges (Unaudited) (Dollars in millions) 2008 2009 2010 2011 2012 Computation of fixed charges Interest expense $ 156.5 $ 149.3 $ 115.8 $ 118.2 $ 109.3 Amortization of debt issuance costs 7.7 7.8 8.1 6.5 1.1 Portion of rental expense representative of interest 27.1 30.8 35.8 39.4 39.3 Total fixed charges $ 191.3 $ 187 |
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| September 12, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No: 001-34466 EDUCATION MAN |
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| September 12, 2012 |
EDUCATION MANAGEMENT CORPORATION 2012 OMNIBUS LONG-TERM INCENTIVE PLAN EX-99.1 Exhibit 99.1 Appendix A EDUCATION MANAGEMENT CORPORATION 2012 OMNIBUS LONG-TERM INCENTIVE PLAN EDUCATION MANAGEMENT CORPORATION, a Pennsylvania corporation (the “Company”), sets forth herein the terms of its 2012 Omnibus Long-Term Incentive Plan (the “Plan”), as follows: 1. PURPOSE The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and |
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| August 17, 2012 |
DEF 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 16, 2012 |
EXHIBIT (a)(1)(vii) EXHIBIT (a)(1)(vii) Tomorrow is the deadline for electing to participate in EDMC’s Option Exchange. |
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| August 16, 2012 |
SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Education Management Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 28140M103 (CUSIP Number) J. Devitt Kramer, Esq. Senior Vice President, General Counsel and Secretary Edu |
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| August 16, 2012 |
EX-99.(A).(1).(V) 6 d385368dex99a1v.htm EXHIBIT (A)(1)(V) EXHIBIT(a)(1)(v) Last week, we announced EDMC’s Option Exchange. What follows are specific instructions and a few important reminders about the Option Exchange. Be aware that we have engaged American Stock Transfer to assist us with this process. They have mailed to your homes a full description of the Option Exchange program along with req |
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| August 16, 2012 |
EX-99.(A).(1).(III) 4 d385368dex99a1iii.htm EXHIBIIT (A)(1)(III) EXHIBIT (a)(1)(iii) I am pleased to announce that EDMC’s shareholders recently adopted a new equity incentive plan, the “Education Management Corporation 2012 Omnibus Long-Term Incentive Plan,” and approved amendments to our existing plans to enable us to make a one-time Stock Option Exchange Offer to you. The Exchange Offer will pro |
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| August 16, 2012 |
EX-99.(A).(1).(I) 2 d385368dex99a1i.htm EXHIBIT (A)(1)(I) EXHIBIT (a)(1)(i) EDUCATION MANAGEMENT CORPORATION OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS TO PURCHASE COMMON STOCK FOR A NUMBER OF REPLACEMENT OPTIONS THIS OFFER TO EXCHANGE AND YOUR WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M. EASTERN TIME ON SEPTEMBER 13, 2012 UNLESS THIS OFFER IS EXTENDED Education Management Corporation, which is somet |
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| August 16, 2012 |
EX-99.(A).(1).(VI) 7 d385368dex99a1vi.htm EXHIBIT (A)(1)(VI) EXHIBIT (a)(1)(vi) The deadline for electing to participate in EDMC’s Option Exchange is approaching. Option holders must make their voluntary election to exchange eligible stock options before 11:59 p.m. Eastern Time on September 13, 2012 (unless extended), after which, elections (or non-elections) will be final and irrevocable. The Opt |
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| August 16, 2012 |
EXHIBIT (a)(1)(iv) EXHIBIT (a)(1)(iv) Last week, we announced EDMC’s Option Exchange. |
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| August 16, 2012 |
EDUCATION MANAGEMENT CORPORATION 2012 OMNIBUS LONG-TERM INCENTIVE PLAN EX-99.(d).(26) Exhibit d(26) EDUCATION MANAGEMENT CORPORATION 2012 OMNIBUS LONG-TERM INCENTIVE PLAN EDUCATION MANAGEMENT CORPORATION, a Pennsylvania corporation (the “Company”), sets forth herein the terms of its 2012 Omnibus Long-Term Incentive Plan (the “Plan”), as follows: 1. PURPOSE The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and ret |
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| August 16, 2012 |
EXHIBIT (a)(1)(ii) EXHIBIT (a)(1)(ii) ELECTION AND WITHDRAWAL FORM Relating to options to purchase the common stock, $0. |
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| August 8, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 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): August 8, 2012 (August 8, 2012) Education Management Corporation - (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorpo |
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| August 8, 2012 |
Education Management Corporation Reports Fiscal 2012 Fourth Quarter Results Education Management Corporation COMPANY CONTACT: John Iannone Director of Investor Relations (412) 995-7727 Education Management Corporation Reports Fiscal 2012 Fourth Quarter Results Pittsburgh, PA, August 8, 2012 - Education Management Corporation (the "Company") (NASDAQ:EDMC), one of the largest providers of post-secondary education in North America, today reported its financial results for the three months ended June 30, 2012. |
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| July 27, 2012 |
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): July 27, 2012 (July 27, 2012) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorpora |
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| July 27, 2012 |
EDUCATION MANAGEMENT CORPORATION ANNOUNCES NEW CHAIRMAN AND NEW CHIEF EXECUTIVE OFFICER EX-99.1 Exhibit 99.1 PRESS RELEASE MEDIA CONTACT: Jacquelyn P. Muller Office: 412.995.7262 Mobile: 412.606.9244 [email protected] EDUCATION MANAGEMENT CORPORATION ANNOUNCES NEW CHAIRMAN AND NEW CHIEF EXECUTIVE OFFICER (PITTSBURGH – July 26, 2012) Education Management Corporation (NASDAQ:EDMC) announced today that John R. McKernan, Jr., will step down as Chairman of its Board of Directors, effectiv |
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| June 25, 2012 |
Regulation FD Disclosure - FORM 8-K Form 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): June 25, 2012 (June 21, 2012) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of inco |
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| May 9, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-34466 ED |
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| May 2, 2012 |
Education Management Corporation Reports Fiscal 2012 Third Quarter Results FOR: Education Management Corporation COMPANY CONTACT: John Iannone Director of Investor Relations (412) 995-7727 Education Management Corporation Reports Fiscal 2012 Third Quarter Results Pittsburgh, PA, May 2, 2012 - Education Management Corporation (NASDAQ:EDMC), one of the largest providers of post-secondary education in North America, today reported its financial results for the three months ended March 31, 2012. |
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| May 2, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 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): May 2, 2012 (May 2, 2012) Education Management Corporation - (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorporation |
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| April 18, 2012 |
Financial Statements and Exhibits, Other Events 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): April 18, 2012 (April 17, 2012) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorporati |
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| April 2, 2012 |
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): April 2, 2012 (March 30, 2012) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorpor |
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| April 2, 2012 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION JOINDER AGREEMENT THIS JOINDER AGREEMENT, dated as of March 30, 2012 (this “Agreement”), by and among each lender listed on the signature pages hereto as a Tranche C-3 Term Loan Lender (each a “Tranche C-3 Term Loan Lender” and collectively the “Tranche C-3 Term Loan Lenders”), EDUCATION MANAGEMENT LLC, a Delaware limited liability company, as Borrower (“Comp |
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| March 12, 2012 |
EX-10.1 2 d313708dex101.htm EX-10.1 Exhibit 10.1 Execution Version LETTER OF CREDIT FACILITY AGREEMENT dated as of March 9, 2012 among EDUCATION MANAGEMENT LLC, EDUCATION MANAGEMENT HOLDINGS LLC, THE GRANTOR SUBSIDIARIES PARTY HERETO, VARIOUS LENDERS, and BNP PARIBAS, as Administrative Agent, Collateral Agent and Issuing Bank $50,000,000 LETTER OF CREDIT FACILITY BNP PARIBAS, as Sole Arranger and |
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| March 12, 2012 |
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): March 12, 2012 (March 9, 2012) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorpor |
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| March 12, 2012 |
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): March 12, 2012 (March 12, 2012) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorpo |
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| February 14, 2012 |
EDMC / Education Management Corp. / Leeds Equity Partners IV, L.P. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* EDUCATION MANAGEMENT CORPORATION (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title and Class of Securities) 28140M103 (CUSIP number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate bo |
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| February 13, 2012 |
EXHIBIT 99.2 ITEM 8 INFORMATION Each of Providence Equity Partners V L.P., Providence Equity Partners V-A L.P., Providence Equity Partners IV L.P., Providence Equity Operating Partners IV L.P. and PEP EDMC L.L.C. (collectively, the “PEP Investing Entities”) is a party to a Shareholders Agreement, dated as of October 7, 2009, by and among Education Management Corporation (the “Company”), the PEP In |
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| February 13, 2012 |
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of Education Management Corporation and further agree to the filing of this agreement as an Exhibit theret |
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| February 13, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Education Management Corporation (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 28140M103 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| February 8, 2012 |
FORM OF INDEMNIFICATION AGREEMENT EX-10.2 2 d277693dex102.htm EX-10.2 Exhibit 10.2 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of February , 2012 by and between Education Management Corporation, a Pennsylvania corporation (the “Company”), Education Management Holdings LLC, Education Management LLC (together with the Company and Education Management Holdings LLC, the “Indemnifying Compa |
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| February 8, 2012 |
Submission of Matters to a Vote of Security Holders - 8-K/A 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 8, 2012 (February 3, 2012) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of |
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| February 8, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-34466 |
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| February 1, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 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): February 1, 2012 (February 1, 2012) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction (Commissio |
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| February 1, 2012 |
Education Management Corporation Reports Fiscal 2012 Second Quarter Results EX-99.1 2 v301041ex99-1.htm EXHIBIT 99.1 Education Management Corporation Reports Fiscal 2012 Second Quarter Results PITTSBURGH, Feb. 2, 2012 /PRNewswire/ - Education Management Corporation (NASDAQ: EDMC), one of the largest providers of post-secondary education in North America, today reported its financial results for the three months ended December 31, 2011. Net revenues were $737.2 million, an |
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| December 15, 2011 |
Financial Statements and Exhibits, Other Events 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 15, 2011 (December 15, 2011) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction (Commiss |
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| December 15, 2011 |
Education Management Corporation Announces Extension of Stock Repurchase Program Education Management Corporation Announces Extension of Stock Repurchase Program PITTSBURGH, Dec. |
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| December 1, 2011 |
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 1, 2011 (November 30, 2011)] Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incor |
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| December 1, 2011 |
Exhibit 10.1 LETTER OF CREDIT FACILITY AGREEMENT dated as of November 30, 2011 among EDUCATION MANAGEMENT LLC, EDUCATION MANAGEMENT HOLDINGS LLC, THE GRANTOR SUBSIDIARIES PARTY HERETO, VARIOUS LENDERS, and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Issuing Bank $150,000,000 LETTER OF CREDIT FACILITY MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Arranger and |
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| November 8, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 d234126d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to |
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| November 3, 2011 |
Submission of Matters to a Vote of Security Holders 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): November 3, 2011 (October 28, 2011) Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorpo |
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| November 1, 2011 |
EX-24 2 c2400424.htm POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of J. Devitt Kramer and Susan E. Minahan, signing singly, the undersigned’s true and lawful attorney-in-fact to: (1) executive for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Education Management Corporat |
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| November 1, 2011 |
EXHIBIT 99.1 Joint Filer Information Name and Address of Reporting Person: Providence Equity Partners V L.P. c/o Providence Equity Partners L.L.C. 50 Kennedy Plaza, 18th Floor Providence, Rhode Island, 02903 Issuer Name and Ticker or Trading Symbol: Education Management Corporation (EDMC) Relationship of Joint Filer to Issuer: 10% Owner Date of Earliest Transaction Required to be Reported: 10/28/2 |
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| November 1, 2011 |
EXHIBIT 99.1 Joint Filer Information Name and Address of Reporting Person: Providence Equity Partners V L.P. c/o Providence Equity Partners L.L.C. 50 Kennedy Plaza, 18th Floor Providence, Rhode Island, 02903 Issuer Name and Ticker or Trading Symbol: Education Management Corporation (EDMC) Relationship of Joint Filer to Issuer: 10% Owner Date of Earliest Transaction Required to be Reported: 10/28/2 |
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| October 31, 2011 |
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 28, 2011 Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorporation) (Commission |
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| October 31, 2011 |
Education Management Corporation Announces Extension of Stock Repurchase Program Education Management Corporation Announces Extension of Stock Repurchase Program PITTSBURGH, Oct. |
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| October 26, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 26, 2011 Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorporation) (Commission |
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| October 26, 2011 |
Education Management Corporation Reports Fiscal 2012 First Quarter Results Education Management Corporation Reports Fiscal 2012 First Quarter Results PITTSBURGH, Oct. |
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| September 30, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitte |
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| August 30, 2011 |
EX-21.1 3 dex211.htm SUBSIDIARIES OF REGISTRANT Exhibit 21.1 Subsidiaries Entity Name Jurisdiction of Organization Ownership Education Finance II LLC Delaware 100% Company Education Management Holdings LLC Delaware 100% Company Education Management LLC Delaware 100% Education Management Holdings LLC Education Management Finance Corp. Delaware 100% Education Management LLC The Art Institutes Intern |
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| August 30, 2011 |
Statement re computation of ratios Exhibit 12.1 Education Management LLC Computation of Ratio of Earnings to Fixed Charges (Unaudited) (Dollars in millions) For the Fiscal Year Ended June 30, 2007 2008 2009 2010 2011 Computation of fixed charges Interest expense $ 167.5 $ 156.5 $ 149.3 $ 115.8 $ 118.2 Amortization of debt issuance costs 7.7 7.7 7.8 8.1 6.5 Portion of rental expense representative |
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| August 30, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2011 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No: 001-34466 EDUCATION MAN |
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| August 11, 2011 |
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): August 5, 2011 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 in |
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| August 5, 2011 |
Financial Statements and Exhibits, Other Events 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): August 5, 2011 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 |
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| August 5, 2011 |
Education Management Corporation Announces Increase to Size of Stock Repurchase Program Education Management Corporation Announces Increase to Size of Stock Repurchase Program PITTSBURGH, Aug. |
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| August 4, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 3, 2011 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 |
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| August 4, 2011 |
Education Management Corporation Reports Fiscal 2011 Fourth Quarter Results Education Management Corporation Reports Fiscal 2011 Fourth Quarter Results PITTSBURGH, Aug. |
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| May 6, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-34466 E |
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| May 5, 2011 |
Exhibit 10.1 EDUCATION MANAGEMENT CORPORATION AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT (Performance-Vesting) This Amendment to Nonqualified Stock Option Agreement (Performance-Vesting) (this ?Amendment?) is entered into by and between Education Management Corporation, a Pennsylvania corporation (the ?Company?), and (the ?Participant?). RECITALS: WHEREAS, the Company adopted the Education M |
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| May 5, 2011 |
Table of Contents 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): April 29, 2011 Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction (Commission ( |
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| May 2, 2011 |
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): May 2, 2011 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 |
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| April 27, 2011 |
Education Management Corporation Reports Fiscal 2011 Third Quarter Results Education Management Corporation Reports Fiscal 2011 Third Quarter Results PITTSBURGH, April, 27, 2011 /PRNewswire/ - Education Management Corporation (NASDAQ: EDMC), one of the largest providers of post-secondary education in North America, today reported its financial results for the three months ended March 31, 2011. |
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| April 27, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 27, 2011 Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorporation) (Commission F |
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| April 14, 2011 |
Table of Contents 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): April 14, 2011 Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorporat |
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| April 12, 2011 |
Table of Contents 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): April 7, 2011 Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other jurisdiction of incorporati |
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| April 4, 2011 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 30, 2011 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 in |
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| March 29, 2011 |
UNITED STATES 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 28, 2011 Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other Jurisdiction of Incorporation) |
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| March 23, 2011 |
UNITED STATES 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 22, 2011 Education Management Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-34466 25-1119571 (State or other Jurisdiction of Incorporation) |
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| March 23, 2011 |
March 23, 2011 Larry Spirgel Division of Corporation Finance Securities and Exchange Commission Mail Stop 3720 100 F Street, NE Washington, DC 20549 Dear Mr. |
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| March 11, 2011 |
Financial Statements and Exhibits, Other Events 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 11, 2011 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 |
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| March 11, 2011 |
Education Management Corporation Announces Increase to Size of Stock Repurchase Program Education Management Corporation Announces Increase to Size of Stock Repurchase Program PITTSBURGH, March 11, 2011 /PRNewswire/ - Education Management Corporation (Nasdaq: EDMC), one of the largest providers of post-secondary education in North America, announced that its Board of Directors has increased the size of its stock repurchase program from $150. |
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| February 18, 2011 |
February 18, 2011 Larry Spirgel Division of Corporation Finance Securities and Exchange Commission Mail Stop 3720 100 F Street, NE Washington, DC 20549 Dear Mr. |
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| February 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* EDUCATION MANAGEMENT CORPORATION (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title and Class of Securities) 28140M103 (CUSIP number) December 31, 2010 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi |
