SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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(Exact name of registrant as specified in its charter)
Pennsylvania 001-34466 25-1119571
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
210 Sixth Avenue, Pittsburgh, Pennsylvania 15222
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (412) 562-0900
Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)
¨ Pre-commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))
¨ Pre-commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e−4(c))
Item 1.01 - Entry Into a Material Definitive Agreement
On February 15, 2013, Education Management LLC (the “Borrower”) and Education Management Holdings LLC (“Holdings”), each a subsidiary of Education Management Corporation, entered into Amendment No. 1 to that certain Letter of Credit Facility Agreement (the “Facility”), dated March 9, 2012, among the Borrower, Holdings, certain subsidiaries of Holdings and BNP Paribas, as Administrative Agent, Collateral Agent, Issuing Bank and a Lender thereunder, to extend the maturity date of the Facility to the earlier of (a) July 8, 2014, (b) the date of any early termination of the revolving commitments otherwise scheduled to mature in 2015 under the Borrower's existing Second Amended and Restated Credit and Guarantee Agreement, dated as of December 7, 2010, by and among the Borrower, BNP Paribas, as Administrative and Collateral Agent, and certain other parties thereto, as amended or (c) the date on which the Letter of Credit Facility Agreement, dated as of November 30, 2011, by and among the Borrower, Holdings, certain subsidiaries of Holdings and Bank of America, N.A., as Administrative Agent, Collateral Agent, Issuing Bank and a Lender thereunder, as amended by Amendment No. 1 thereto dated as of January 29, 2013, which currently is scheduled to mature on July 8, 2014, has matured, been accelerated or been terminated.
Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EDUCATION MANAGEMENT CORPPORATION
By: /s/ Edward H. West
Edward H. West
President and Chief Executive Officer
Dated: February 20, 2013