PITTSBURGH, Dec. 11, 2014 /PRNewswire/ -- Education
Management Corporation ("EDMC" and together with its consolidated
subsidiaries, the "Company") announced today that it has extended
until 5:00 p.m., New York City time, on December 15, 2014 the expiration date (such date
and time, as the same may be further extended, the "New Expiration
Date") for its previously announced private offer to exchange (the
"Exchange Offer") all outstanding Senior Cash Pay/PIK Notes due
2018 and Senior PIK Toggle Notes due 2018 issued by certain of its
subsidiaries (collectively, the "Notes") for a combination of
mandatory convertible preferred stock of EDMC and warrants to
purchase common stock of EDMC. The Exchange Offer is being
conducted in furtherance of the Company's previously announced
financial restructuring (the "Restructuring"). The expiration
date for the Exchange Offer had previously been 5:00 p.m., New York
City time, on December 11,
2014.
In addition, EDMC announced today that it has amended (the
"Amendment") the Exchange Offer so as to reduce the minimum
denomination of Notes that may be tendered. Prior to the
Amendment, Notes could be tendered by holders eligible to
participate in the Exchange Offer ("Eligible Holders") in minimum
denominations of $2,000 and integral
multiples of $1 in excess
thereof. Pursuant to the Amendment, Eligible Holders may
tender Notes in minimum denominations of $1 and integral multiples of $1 in excess thereof. Each reference, prior
to the Amendment, in that certain Offering Circular, dated
October 1, 2014 (the "Offering
Circular") and the documents related thereto (together with the
Offering Circular, the "Exchange Offer Documents") to a requirement
that Notes be tendered in minimum denominations of $2,000 in order to be accepted for payment is
hereby amended, pursuant to the Amendment, to state that Notes
tendered in minimum denominations of $1 may be accepted for payment.
Holders who have previously tendered their Notes do not need to
take any action in response to the foregoing announcement in order
to receive the consideration set forth in the Offering Circular and
the other Exchange Offer Documents, all of which remain unchanged
except as set forth in this press release. Holders of the
Notes are accordingly referred to the Exchange Offer Documents for
the detailed terms and conditions of the Exchange Offer.
The Company's obligations with respect to the Exchange Offer are
set forth solely in the Exchange Offer Documents. This press
release is neither an offer to purchase nor a solicitation of an
offer to sell any securities. The Exchange Offer is being
made only by, and pursuant to the terms of, the Exchange Offer
Documents. The Exchange Offer is not being made in any
jurisdiction in which the making thereof would not be in compliance
with the applicable laws of such jurisdiction.
Holders of the Notes who desire a copy of the eligibility
certification for the Exchange Offer should visit the website for
this purpose at http://main.dfking.com/edmc/ or request
instructions by sending an email to edmc@dfking.com or by calling
D.F. King & Co., Inc., as
Information Agent for the Exchange Offer, at (212) 269-5550.
About the Company
Education Management Corporation (www.edmc.edu), with
approximately 119,500 students as of the three month period ended
March 31, 2014, is among the largest
providers of post-secondary education in North America, based on student enrollment and
revenue, with a total of 110 locations in 32 U.S. states and
Canada. The Company offers academic programs to students
through campus-based and online instruction, or through a
combination of both. The Company is committed to offering
quality academic programs and strives to improve the learning
experience for its students. Its educational institutions
offer students the opportunity to earn undergraduate and graduate
degrees and certain specialized non-degree diplomas in a broad
range of disciplines, including media arts, health sciences,
design, psychology and behavioral sciences, culinary, business,
fashion, legal, education and information technology.
Cautionary Statements
This press release includes information that could constitute
forward-looking statements with the meaning of the Private
Securities Litigation Reform Act of 1995. These statements
typically contain words such as "anticipates," "believes,"
"estimates," "expects," "intends" or similar words indicating that
future outcomes are not known with certainty and are subject to
risk factors that could cause these outcomes to differ
significantly from those projected. Forward-looking
statements include, but are not limited to, statements about the
benefits and timing of the Exchange Offer and the proposed
restructuring; the principal amount of Notes that will be tendered
in the Exchange Offer; the implementation of a management incentive
plan in connection with the proposed restructuring; and the
satisfaction or waiver of certain conditions to the Exchange Offer.
Any such forward-looking statements involve risk and
uncertainties that could cause actual results to differ materially
from any future results encompassed within the forward-looking
statements. Some of the factors that could cause actual
results to differ materially include, but are not limited to: risks
associated with the ability to consummate the proposed
restructuring and the Exchange Offer and the timing of the proposed
restructuring and the Exchange Offer; the ability to realize the
anticipated benefits of the proposed restructuring and the Exchange
Offer; changes in the overall U.S. or global economy; changes in
enrollment or student mix; student retention; the Company's ability
to maintain eligibility to participate in Title IV programs;
changes in government spending; increased or unanticipated legal
and regulatory costs; success of cost-cutting initiatives and
growth strategies; changes in accreditation standards; the
implementation of new operating procedures for the Company's fully
online programs; government and regulatory changes including
revised interpretations of regulatory requirements that affect the
postsecondary education industry; new programs and operational
changes implemented in response to the "gainful employment"
financial metrics; the potential impact of the draft "gainful
employment" regulation expected to be issued by the U.S. Department
of Education; and other factors discussed in the Company's filings
with the Securities and Exchange Commission, including those
identified in the "Risk Factors" section of the Company's Annual
Report on Form 10-K and our Quarterly Reports on Form 10-Q.
Past results of the Company are not necessarily indicative of its
future results. The Company does not undertake any obligation
to update any forward-looking statements, except as required by
securities laws.
Investor Contact:
John Iannone
Director of Investor Relations
(412) 995-7727
Media Contact:
Chris Hardman
VP of Communications
(412) 995-7187
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SOURCE Education Management Corporation