EXHIBIT 2
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ITEM 8 INFORMATION
Citigroup Capital Partners II Employee Master Fund, L.P. ("Citigroup Employee
Master Fund") is a party to a Shareholders Agreement, dated as of October 7,
2009, by and among Education Management Corporation (the "Company"), Citigroup
Employee Master Fund, funds associated with The Xxxxxxx Xxxxx Group, Inc., funds
associated with Providence Equity Partners, funds associated with Leeds Equity
Partners, funds associated with AlpInvest Partners N.V. and funds associated
with Xxxxxx Xxxxx Co-Investment Partnership, L.P., Ontario Teachers' Pension
Plan Board and General Electric Pension Trust (the "Shareholders Agreement" and
all such shareholders, collectively, the "Shareholder Agreement Parties").
The Shareholders Agreement provides that certain of the funds associated with
Providence Equity Partners and certain of the funds associated with The Xxxxxxx
Xxxxx Group, Inc. will each have the right to designate up to two of the
Company's directors and certain of the funds associated with Leeds Equity
Partners will have the right to designate one of the Company's directors.
Subject to certain exceptions, the Shareholders Agreement requires all
Shareholder Agreement Parties to vote their shares of the Company's common
stock, par value $0.01 per share ("Common Stock") for directors that are
designated in accordance with the provisions of the Shareholders Agreement. The
Shareholders Agreement also contains certain provisions regarding transfer
restrictions, drag-along rights and tag-along rights with respect to the shares
of Common Stock owned by the Shareholder Agreement Parties.
The aggregate number of shares of Common Stock beneficially owned collectively
by the GS Investing Entities, funds associated with Providence Equity Partners
and funds associated with Leeds Equity Partners (collectively, the "Significant
Holders"), based on available information, is 105,018,466, which represents
approximately 73.5% of the outstanding Common Stock and the aggregate number of
shares of Common Stock beneficially owned collectively by the Significant
Holders and other parties to the Shareholders Agreement, based on available
information, is 117,792,522, which represents approximately 82.5% of the
outstanding Common Stock.
The share ownership reported for Citigroup Employee Master Fund does not include
any shares of Common Stock owned by the other Shareholder Agreement Parties,
except to the extent disclosed in this Schedule 13G. Citigroup Employee Master
Fund disclaims beneficial ownership of any shares of Common Stock owned by the
other Shareholder Agreement Parties, except to the extent disclosed in this
Schedule 13G.
