Education Management Corporation Files Form S-3 Registration Statement
PITTSBURGH, Nov. 27, 2013 /PRNewswire/ -- Education Management Corporation (NASDAQ: EDMC), one of the largest providers of post-secondary education in North America, today announced that it has filed a universal shelf registration statement on Form S-3 with the United States Securities and Exchange Commission ("SEC"). The registration statement is intended to provide for issuances by the company and to afford flexibility to access the public capital markets in order to respond to financing and business opportunities.
At the present time, the company has no specific plans to issue securities under the registration statement. Following the effectiveness of the shelf registration statement, the company will be able to offer and sell, from time to time, up to $1 billion of securities such as debt securities, guarantees of debt securities, depositary shares, common and preferred stock, warrants, purchase contracts, or other units consisting of any of the foregoing. Specific terms and prices of securities in any future offerings by the company under this universal shelf registration statement, and the intended use of proceeds therefrom, would be established at the time of any such offering, and will be described in a prospectus supplement that Education Management Corporation would file with the SEC.
If the securities are issued, Education Management Corporation may use the proceeds for general corporate purposes, including, but not limited to, repayment of indebtedness, working capital, capital expenditures, investments in subsidiaries, business acquisitions, and the redemption or retirement of securities.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offering of the securities covered under the universal shelf registration statement will be made solely by means of a prospectus and an accompanying prospectus supplement relating to that offer. A copy of the shelf registration statement on Form S-3 and copies of the prospectus supplements relating to any offerings under the universal shelf registration statement, when available, may be obtained by contacting John Iannone, Director of Investor Relations, at 210 Sixth Avenue, 33rd Floor, Pittsburgh Pennsylvania 15222.
About Education Management Corporation
Education Management Corporation (www.edmc.edu), with more than 125,000 students (as of October 2013) at its 110 locations in the U.S. and Canada, is among the largest providers of post-secondary education in North America, based on student enrollment and revenue at its campuses. Offering academic programs through both campus-based and online instruction, the company provides quality academic programs and is committed to improving access, affordability and achievement for students. The company's education systems – Argosy University, The Art Institutes, Brown Mackie Colleges and South University – offer students the opportunity to earn undergraduate and graduate degrees and certain specialized non-degree diplomas in a broad range of disciplines including culinary, business, education, fashion, graphic design, health sciences, information technology, legal, media arts, and psychology and behavioral sciences.
Safe Harbor Language
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements typically contain words such as "anticipates," "believes," "estimates," "expects," "intends" or similar words indicating that future outcomes are not known with certainty and are subject to risk factors that could cause these outcomes to differ significantly from those projected. Forward-looking statements include, but are not limited to, statements related to the company's future operating and financial performance, and include statements regarding expected enrollment, revenue, expense levels, capital expenditures and earnings. Any such forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Some of the factors that could cause actual results to differ materially include, but are not limited to: changes in the overall U.S. or global economy; changes in enrollment or student mix; student retention; our 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 our 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 issued by the U.S. Department of Education on Aug. 30, 2013; and other factors discussed in our filings with the Securities and Exchange Commission, including those identified in the "Risk Factors" section of our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. Past results of Education Management are not necessarily indicative of its future results. Education Management does not undertake any obligation to update any forward-looking statements, except as required by securities laws.
SOURCE Education Management Corporation