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EX-99.1 - EXHIBIT 99.1 - ZAYO GROUP LLC | c23315exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2011
ZAYO GROUP, LLC
(Exact name of registrant as specified in its charter)
Delaware | 333-169979 | 26-201259 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
400 Centennial Parkway, Suite 200, Louisville, CO |
80027 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (303) 381-4683
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On October 6, 2011, Zayo Group, LLC (Zayo) entered into a Stock Purchase Agreement (the
Agreement) with 360 Networks Corporation, a British Columbia corporation; 360 Networks (fiber
holdco) Ltd., a British Columbia corporation; and 360 Networks (fiber subco) Ltd., a British
Columbia corporation (collectively, the Sellers).
Upon the close of the transaction contemplated by the Agreement, Zayo will acquire 100 percent of
the outstanding capital stock of 360networks Holdings (USA) Inc., (360networks) a Nevada
corporation and a wholly owned subsidiary of the Sellers (the Acquisition). The purchase price,
subject to certain adjustments at closing and post-closing, is $345,000,000. The Agreement is
subject to customary closing conditions (including regulatory approval) and provides for customary
representations, warranties, covenants and agreements, including, among others, that each party
will use commercially reasonable efforts to complete the acquisition.
In connection with the Agreement, Zayo has obtained a debt commitment letter that, subject to
customary closing conditions, commits certain lenders to provide financing for Zayo in an amount
sufficient to permit Zayo, together with cash on hand, to make all payments required to be made to
the Sellers in connection with the closing of the Acquisition.
360networks operates over 18,000 route miles of intercity and metro fiber network across 22 states
and British Columbia. 360networks intercity network interconnects over 70 markets across the
central and western United States, including 23 Zayo fiber markets and a number of new markets such
as Albuquerque, Bismarck, Des Moines, San Francisco, San Diego and Tucson. In addition to its
intercity network, 360networks operates over 800 route miles of metropolitan fiber networks across
26 markets, including Seattle, Denver, Colorado Springs, Omaha, Sacramento, and Salt Lake City.
The resulting combined fiber network will total over 42,000 route miles and nearly two million
fiber miles.
On October 7, 2011, Zayo issued a press release announcing the foregoing agreement. A copy of the
press release is attached hereto as Exhibit 99.1
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished with this Form 8-K:
Exhibit No. | Description | |
99.1
|
Press Release dated October 7, 2011 |
The information contained in Exhibits 99.1 attached hereto shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by
reference in any filing with the Securities and Exchange Commission under the Securities Exchange
Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and
irrespective of any general incorporation language in any filings.
Portions of this report may constitute forward-looking statements as defined by federal law.
Although the Company believes any such statements are based on reasonable assumptions, there is no
assurance that actual outcomes will not be materially different. Any such statements are made in
reliance on the safe harbor protections provided under the Private Securities Litigation Reform
Act of 1995. Additional information about issues that could lead to material changes in the
Companys performance is contained in the Companys filings with the Securities and Exchange
Commission.
In addition, investors should take into consideration, with respect to the Company, those risks and
uncertainties discussed in the Companys Annual Report on Form 10-K for the fiscal year ended June
30, 2011, including those under the heading Risk Factors.
SIGNATURE
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.
ZAYO GROUP, LLC |
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By: | /s/ Ken desGarennes | |||
Ken desGarennes | ||||
Chief Financial Officer | ||||
DATED: October 13, 2011
EXHIBIT INDEX
Exhibit No. | Description | |
99.1
|
Press Release dated October 7, 2011 |