Davis Polk advised Goldman Sachs & Co., Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as dealer managers in connection with a Rule 144A/Regulation S exchange offer by Education Management LLC and Education Management Finance Corp. Upon settlement of the exchange offer, Education Management LLC and Education Management Finance Corp. issued approximately $200.8 million aggregate principal amount of senior cash pay/PIK notes due 2018 which, together with approximately $168.7 million in cash consideration, were exchanged for certain of their outstanding 8.75% senior notes due 2014. The notes issued in the exchange offer are guaranteed by Education Management Corporation, the parent company of the issuers, and all of Education Management Corporation’s existing direct and indirect domestic restricted subsidiaries, other than any subsidiary that directly owns or operates a school or has been formed for such purpose and has no material assets.

Education Management Corporation, headquartered in Pittsburgh, Pennsylvania, is among the largest providers of post-secondary education in North America, with approximately 132,000 enrolled students as of October 2012.

The Davis Polk capital markets team included partner Michael Kaplan and associates Scott Lunin and Elina M. Lae. The tax team included partner Rachel D. Kleinberg and law clerk Aaron M. Weil. Counsel Loyti Cheng and associate Amy E. Turner provided environmental advice. Members of the Davis Polk team are based in the New York and Menlo Park offices.

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