PITTSBURGH, March 4, 2013 /PRNewswire/ -- 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. (the "Co-Issuer" and, together with the Company, the "Issuers"), to exchange their 8¾% Senior Notes due 2014 (the "Old Notes") for (i) new Senior Cash Pay/PIK Notes due 2018 (the "New Notes") and (ii) cash. The Exchange Offer expired at midnight, New York City time, on March 1, 2013 (the "Expiration Date").
As of the Expiration Date, $361,293,000 aggregate principal amount of the Old Notes, representing approximately 96% of the outstanding Old Notes, were validly tendered (and not validly withdrawn) in the Exchange Offer.
On the settlement date for the Exchange Offer, which the Issuers expect to be March 5, 2013 (the "Settlement Date"), the Issuers will issue $200,821,063 aggregate principal amount of New Notes and pay cash consideration in the aggregate of $168,723,478.34 in exchange for the Old Notes validly tendered (and not validly withdrawn) and accepted in the Exchange Offer. This cash consideration includes cash in lieu of any fractional amount of New Notes not received as a result of rounding and accrued and unpaid interest in cash in respect of exchanged Old Notes from the last applicable interest payment date to, but not including, the Settlement Date.
Upon settlement of the Exchange Offer, the holders whose Old Notes are exchanged pursuant to the Exchange Offer will receive, subject to terms and conditions of the Exchange Offer (including, without limitation, minimum denomination requirements), the following consideration payable for each $1,000 principal amount of Old Notes accepted for exchange:
- in the case of such Old Notes validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on February 14, 2013 (the "Early Tender Deadline"), $555.84 principal amount of New Notes and $444.16 of cash; and
- in the case of such Old Notes validly tendered after the Early Tender Deadline but before the Expiration Date, $555.84 principal amount of New Notes and $414.16 of cash.
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