ZAYO / Zayo Group Holdings, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

ZAYO / Zayo Group Holdings, Inc. 15-12B - - 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36690 Zayo Group Holdings, Inc. (Exact name of registrant as specified i

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES 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 Date of report (Date of earliest event reported): March 9, 2020 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number) (

Amended and Restated Certificate of Incorporation

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of ZAYO GROUP HOLDINGS, INC. FIRST. The name of the Corporation is Zayo Group Holdings, Inc. SECOND. The registered office and registered agent of the Corporation in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808. THIRD. The purpose of the Corporation is to en

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 20, 2020, pursuant to the provisions of Rule 12d2-2 (a).

ZAYO / Zayo Group Holdings, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on March 9, 2020 Registration No.

ZAYO / Zayo Group Holdings, Inc. POSASR - - POSASR

As filed with the Securities and Exchange Commission on March 9, 2020 Registration No.

Amended and Restated Certificate of Incorporation

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of ZAYO GROUP HOLDINGS, INC. FIRST. The name of the Corporation is Zayo Group Holdings, Inc. SECOND. The registered office and registered agent of the Corporation in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808. THIRD. The purpose of the Corporation is to en

Amended and Restated Bylaws

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FRONT RANGE BIDCO, INC. ARTICLE I Meetings of Stockholders Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to

Zayo Completes Transition to a Private Company Digital Colony and EQT Become Zayo’s Lead Investors

Exhibit 99.1 Zayo Completes Transition to a Private Company Digital Colony and EQT Become Zayo’s Lead Investors BOULDER, Colo. – March 9, 2020 – Zayo Group Holdings, Inc. (“Zayo”) (NYSE: ZAYO), which provides mission-critical bandwidth to the world’s most impactful companies, today announced the completion of its acquisition by affiliates of Digital Colony Partners (“Digital Colony”) and the EQT I

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES 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 Date of report (Date of earliest event reported): March 9, 2020 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number) (

Zayo Completes Transition to a Private Company Digital Colony and EQT Become Zayo’s Lead Investors

Exhibit 99.1 Zayo Completes Transition to a Private Company Digital Colony and EQT Become Zayo’s Lead Investors BOULDER, Colo. – March 9, 2020 – Zayo Group Holdings, Inc. (“Zayo”) (NYSE: ZAYO), which provides mission-critical bandwidth to the world’s most impactful companies, today announced the completion of its acquisition by affiliates of Digital Colony Partners (“Digital Colony”) and the EQT I

Amended and Restated Bylaws

EX-3.2 3 ex-3d2.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FRONT RANGE BIDCO, INC. ARTICLE I Meetings of Stockholders Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution of the Boar

Other Events

UNITED STATES 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 Date of report (Date of earliest event reported): February 27, 2020 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Numbe

Zayo Announces Regulatory Approvals and Planned Closing Date of Pending Merger

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 Zayo Announces Regulatory Approvals and Planned Closing Date of Pending Merger BOULDER, Colo. – February 27, 2020 –Zayo Group Holdings, Inc. (“Zayo” or “the Company”) (NYSE: ZAYO), which provides mission-critical bandwidth to the world’s most impactful companies, today announced that all regulatory approvals relating to the previously announced merger thr

Financial Statements and Exhibits, Other Events

UNITED STATES 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 Date of report (Date of earliest event reported): February 27, 2020 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Numbe

Other Events

UNITED STATES 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 Date of report (Date of earliest event reported): February 14, 2020 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Numbe

ZAYO / Zayo Group Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Zayo Group Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 98919V105 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is file

Three Months Ended

Exhibit 99.1 Zayo Group Holdings, Inc. Reports Financial Results for the Second Fiscal Quarter Ended December 31, 2019 Second Fiscal Quarter 2020 Financial Highlights · $653.7 million of consolidated revenue; including $502.5 million from the Zayo Networks segment, $64.1 million from the zColo segment and $82.3 million from the Allstream segment. · Net income of $61.4 million resulting in basic an

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36690 Zayo Group Holdings, Inc. (Exact

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Date of report (Date of earliest event reported): February 4, 2020 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number

Fifth Supplemental Indenture, dated as of January 31, 2020, between Zayo Group, LLC and Zayo Capital, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.3 FIFTH SUPPLEMENTAL INDENTURE Dated as of January 31, 2020 between ZAYO GROUP, LLC ZAYO CAPITAL, INC. The GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 5.750% SENIOR NOTES DUE 2027 FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2020, among Zayo Group, LLC, a Delaware limited liability company (the “Company”

Seventh Supplemental Indenture, dated as of January 31, 2020, between Zayo Group, LLC and Zayo Capital, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.2 SEVENTH SUPPLEMENTAL INDENTURE Dated as of January 31, 2020 between ZAYO GROUP, LLC ZAYO CAPITAL, INC. The GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 6.375% SENIOR NOTES DUE 2025 SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2020, among Zayo Group, LLC, a Delaware limited liability company (the “Comp

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES 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 Date of report (Date of earliest event reported): January 31, 2020 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number

Eighth Supplemental Indenture, dated as of January 31, 2020, between Zayo Group, LLC and Zayo Capital, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.1 EIGHTH SUPPLEMENTAL INDENTURE Dated as of January 31, 2020 between ZAYO GROUP, LLC ZAYO CAPITAL, INC. The GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 6.00% SENIOR NOTES DUE 2023 EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2020, among Zayo Group, LLC, a Delaware limited liability company (the “Company

Other Events

UNITED STATES 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 Date of report (Date of earliest event reported): January 17, 2020 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number

ZAYO / Zayo Group Holdings, Inc. / BlackRock Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 Zayo Group Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98919V105 (CUSIP Number) David Maryles Managing Director, Legal & Compliance BlackRock, Inc. 55 East 52nd Street New York, NY 10055 (212) 810-5300 (Name, Addre

Submission of Matters to a Vote of Security Holders

UNITED STATES 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 Date of report (Date of earliest event reported): November 5, 2019 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number

Three Months Ended

Exhibit 99.1 Zayo Group Holdings, Inc. Reports Financial Results for the First Fiscal Quarter Ended September 30, 2019 First Fiscal Quarter 2020 Financial Highlights · $638.6 million of consolidated revenue; including $483.2 million from the Zayo Networks segment, $63.7 million from the zColo segment and $86.6 million from the Allstream segment. · Net income of $17.9 million resulting in basic and

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): November 6, 2019 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Com

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36690 Zayo Group Holdings, Inc. (Exact

ZAYO / Zayo Group Holdings, Inc. / DODGE & COX - FORM SC 13G/A Passive Investment

Form SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5)* Zayo Group Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98919V105 (CUSIP Number) September 30, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

ZAYO / Zayo Group Holdings, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

ZAYO / Zayo Group Holdings, Inc. DEF 14A - - DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  o Check the appropriate box:  o Preliminary Proxy Statement  o Confidential, for Use of the Commission Only (as permitted by Rule

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2019 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36690 Zayo Group Holdings, Inc. (Exact Name of Regist

Revised Grant Notice for 2014 Stock Incentive Plan – Restricted Stock Unit Award (Part B Awards – CEO and CFO)

EXHIBIT 10.12 CY[]Q[]BLVC ZAYO GROUP HOLDINGS, INC. GRANT NOTICE FOR 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD (Part B Awards) FOR GOOD AND VALUABLE CONSIDERATION, Zayo Group Holdings, Inc. (the “Company”), hereby grants to Participant named below the number of restricted stock units specified below (the “Award”). Assuming target performance, each restricted stock unit represents the r

List of Subsidiaries of Zayo Group Holdings, Inc.

Exhibit 21.1 Subsidiaries of the Company† Zayo Group Holdings, Inc. is publicly held and has no parent. Name of Subsidiary State and/or Country of Incorporation or Organization Zayo Group Australia Pty. Ltd. Australia Zayo Infrastructure Belgium NV Belgium Allstream Business Inc. Canada Zayo Canada Inc. Canada Serenisys SARL* France Zayo France SAS France Zayo Group France SAS France Zayo Infrastr

ZAYO / Zayo Group Holdings, Inc. NT 10-K - - NT 10-K

NT 10-K 1 nt10-k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-36690 CUSIP NUMBER 98919V105 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2019 ☐ Transition Report on 10-K ☐ Transition Report on 20-F ☐ Transition Report on

Three Months Ended

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 Zayo Group Holdings, Inc. Reports Financial Results for the Fourth Fiscal Quarter Ended June 30, 2019 Fourth Fiscal Quarter 2019 Financial Highlights · $650.6 million of consolidated revenue, including $485.4 million from the Zayo Networks segment, $66.1 million from the zColo segment and $88.0 million from the Allstream segment. · Net income of $63.0 mil

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): August 21, 2019 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Comm

Submission of Matters to a Vote of Security Holders

8-K 1 form8k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): July 26, 2019 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Com

ZAYO / Zayo Group Holdings, Inc. DEFA14A - - DEFA 14A

DEFA14A 1 formdefa14a.htm DEFA 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ◻ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as per

ZAYO / Zayo Group Holdings, Inc. DEFM14A - - DEFM14A

DEFM14A 1 nc10002161x2defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  o Check the appropriate box:  o Preliminary Proxy Statement.  o

ZAYO / Zayo Group Holdings, Inc. PREM14A - - PREM14A

PREM14A 1 nc10002161x1prem14a.htm PREM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  o Check the appropriate box: ☒ Preliminary Proxy Statement.  o C

EQUITY COMMITMENT LETTER Digital Colony Partners, LP 750 Park of Commerce Drive, Suite 210 Boca Raton, FL 33487

Exhibit 99.2 STRICTLY CONFIDENTIAL Execution Version EQUITY COMMITMENT LETTER Digital Colony Partners, LP 750 Park of Commerce Drive, Suite 210 Boca Raton, FL 33487 May 8, 2019 Front Range TopCo, Inc. c/o Digital Colony Acquisitions, LLC 750 Park of Commerce Drive, Suite 210 Boca Raton, FL 33487 Ladies and Gentlemen: In connection with the potential merger of Front Range BidCo, Inc., a Delaware co

JOINT FILING AGREEMENT

Exhibit 99.1 EXECUTION VERSION JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing with the Securities and Exchange Commission on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to certain shares of common stock of Zayo Group Holdings, Inc., and fur

ZAYO / Zayo Group Holdings, Inc. / Colony NorthStar, Inc. - SC 13D Activist Investment

SC 13D 1 tv521728sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Zayo Group Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98919V105 (CUSIP Number) Colony Capital Operating Company, LLC Attention: Ronald M. Sanders, Esq. 515 S. F

EQUITY COMMITMENT LETTER DC Front Range Holdings I, LP 750 Park of Commerce Drive, Suite 210 Boca Raton, FL 33487

EX-99.3 4 tv521728ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 STRICTLY CONFIDENTIAL Execution Version EQUITY COMMITMENT LETTER DC Front Range Holdings I, LP 750 Park of Commerce Drive, Suite 210 Boca Raton, FL 33487 May 8, 2019 Front Range TopCo, Inc. c/o Digital Colony Acquisitions, LLC 750 Park of Commerce Drive, Suite 210 Boca Raton, FL 33487 Ladies and Gentlemen: In connection with the potential merg

PARTNERSHIP SUBSCRIPTION DOCUMENTS FOR PURCHASE OF A LIMITED PARTNERSHIP INTEREST

Exhibit 99.4 PARTNERSHIP SUBSCRIPTION DOCUMENTS FOR PURCHASE OF A LIMITED PARTNERSHIP INTEREST THE OFFER AND SALE OF LIMITED PARTNERSHIP INTERESTS IN DC FRONT RANGE HOLDINGS I, LP (THE “PARTNERSHIP”) IS MADE SOLELY BY MEANS OF THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP (AS AMENDED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME, THE “PARTNERSHIP AGREEMENT”). DC FRONT

FORM OF EQUITY COMMITMENT LETTER [Investor Address]

EX-99.5 6 tv521728ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 FORM OF EQUITY COMMITMENT LETTER [Investor] [Investor Address] [●], 2019 DC Front Range Holdings I, LP 750 Park of Commerce Drive, Suite 210 Boca Raton, FL 33487 Ladies and Gentlemen: We understand that DC Front Range Holdings, LP, a Delaware limited partnership (“Parent”) intends to indirectly purchase interests of Front Range Topco, Inc, a D

PARTNERSHIP SUBSCRIPTION DOCUMENTS FOR PURCHASE OF A LIMITED PARTNERSHIP INTEREST

EX-99.1 Exhibit 1 PARTNERSHIP SUBSCRIPTION DOCUMENTS FOR PURCHASE OF A LIMITED PARTNERSHIP INTEREST THE OFFER AND SALE OF LIMITED PARTNERSHIP INTERESTS IN DC FRONT RANGE HOLDINGS I, LP (THE “PARTNERSHIP”) IS MADE SOLELY BY MEANS OF THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP (AS AMENDED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME, THE “PARTNERSHIP AGREEMENT”). DC F

ZAYO / Zayo Group Holdings, Inc. / BlackRock Inc. - SC 13D Activist Investment

SC 13D 1 d743192dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. ) Under the Securities Exchange Act of 1934 Zayo Group Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98919V105 (CUSIP Number) David Maryles Managing Director, Legal & Compliance BlackRock, Inc. 55 East 52nd Street New York, NY 10055 (21

ZAYO / Zayo Group Holdings, Inc. DEFA14A DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES 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 Date of report (Date of earliest event reported): May 8, 2019 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number) (I

Agreement and Plan of Merger, dated as of May 8, 2019, by and among the Company, Parent and Merger Sub.(1)

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among: FRONT RANGE TOPCO, INC., a Delaware corporation; FRONT RANGE BIDCO, INC., a Delaware corporation; and ZAYO GROUP HOLDINGS, INC., a Delaware corporation Dated as of May 8, 2019 TABLE OF CONTENTS Page Article 1 DESCRIPTION OF TRANSACTION 2 1.1 The Merger 2 1.2 Effects of the Merger 2 1.3 Closing; Effective Time of the Merger 3

ZAYO / Zayo Group Holdings, Inc. DEFA14A 8-K

DEFA14A 1 a19-945338k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): May 8, 2019 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction

Agreement and Plan of Merger, dated as of May 8, 2019, by and among the Company, Parent and Merger Sub.(1)

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among: FRONT RANGE TOPCO, INC., a Delaware corporation; FRONT RANGE BIDCO, INC., a Delaware corporation; and ZAYO GROUP HOLDINGS, INC., a Delaware corporation Dated as of May 8, 2019 TABLE OF CONTENTS Page Article 1 DESCRIPTION OF TRANSACTION 2 1.1 The Merger 2 1.2 Effects of the Merger 2 1.3 Closing; Effective Time of the Merger 3

ZAYO / Zayo Group Holdings, Inc. 10-Q Quarterly Report 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36690 Zayo Group Holdings, Inc. (Exact Name

Grant Notice for 2014 Stock Incentive Plan – Restricted Stock Unit Award (Part A Awards for Highly Compensated Employees)

EXHIBIT 10.2 C18Q4AUSL5 ZAYO GROUP HOLDINGS, INC. GRANT NOTICE FOR 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD (Part A Awards – United States) FOR GOOD AND VALUABLE CONSIDERATION, Zayo Group Holdings, Inc. (the “Company”), hereby grants to Participant named below the number of restricted stock units specified below (the “Award”). Each restricted stock unit represents the right to receive

Customer letter to be sent after the release hits the wire and come from Dan Caruso.

Exhibit 99.2 Customer letter to be sent after the release hits the wire and come from Dan Caruso. From “Office of the CEO” email address SUBJECT: Important Announcement from Zayo Group Dear : Today, Zayo announced that the company has entered into a definitive agreement to be acquired by two private equity firms: Digital Colony and EQT Infrastructure. When it is closed, the transaction will result

Sent to customers “as required”

EX-99.3 4 a19-94531ex99d3.htm EX-99.3 Exhibit 99.3 Sent to customers “as required” SUBJECT: Important Announcement from Allstream/Zayo Group Dear : Allstream is a leading North American business telecommunications provider and a wholly owned subsidiary of Zayo Group. Today, Zayo Group announced that the company has entered into a definitive agreement to be acquired by two private equity firms: Dig

Email and Chatter Post

Exhibit 99.1 Email and Chatter Post Project Zelda: Dan Caruso Zayo announced this morning that we have entered into a definitive agreement to be acquired by two private equity firms: Digital Colony and EQT Infrastructure. The Transaction would result in Zayo transitioning from a public company to a private company. Under the new ownership, the Zayo team will continue to execute the Company’s strat

Financial Statements and Exhibits, Other Events

UNITED STATES 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 Date of report (Date of earliest event reported): May 8, 2019 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number) (I

Email and Chatter Post

EX-99.1 2 a19-94531ex99d1.htm EX-99.1 Exhibit 99.1 Email and Chatter Post Project Zelda: Dan Caruso Zayo announced this morning that we have entered into a definitive agreement to be acquired by two private equity firms: Digital Colony and EQT Infrastructure. The Transaction would result in Zayo transitioning from a public company to a private company. Under the new ownership, the Zayo team will c

Sent to customers “as required”

Exhibit 99.3 Sent to customers “as required” SUBJECT: Important Announcement from Allstream/Zayo Group Dear : Allstream is a leading North American business telecommunications provider and a wholly owned subsidiary of Zayo Group. Today, Zayo Group announced that the company has entered into a definitive agreement to be acquired by two private equity firms: Digital Colony and EQT Infrastructure. Wh

Customer letter to be sent after the release hits the wire and come from Dan Caruso.

EX-99.2 3 a19-94531ex99d2.htm EX-99.2 Exhibit 99.2 Customer letter to be sent after the release hits the wire and come from Dan Caruso. From “Office of the CEO” email address SUBJECT: Important Announcement from Zayo Group Dear : Today, Zayo announced that the company has entered into a definitive agreement to be acquired by two private equity firms: Digital Colony and EQT Infrastructure. When it

ZAYO / Zayo Group Holdings, Inc. DEFA14A 8-K

UNITED STATES 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 Date of report (Date of earliest event reported): May 8, 2019 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number) (I

Three Months Ended

Ex_99_1_current_folio Exhibit 99.1 Zayo Group Holdings, Inc. Reports Financial Results for the Third Fiscal Quarter Ended March 31, 2019 Third Fiscal Quarter 2019 Financial Highlights · $647.2 million of consolidated revenue; including $555.2 million from the Communications Infrastructure segments and $92.0 million from the Allstream segment. · Net income of $34.7 million, including $39.2 million

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES 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 Date of report (Date of earliest event reported): May 8, 2019 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number) (I.

Press Release dated May 8, 2019 entitled “Zayo Group Holdings, Inc. Reports Financial Results for the Third Fiscal Quarter Ended March 31, 2019.”

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 Zayo Group Holdings, Inc. Reports Financial Results for the Third Fiscal Quarter Ended March 31, 2019 Third Fiscal Quarter 2019 Financial Highlights · $647.2 million of consolidated revenue; including $555.2 million from the Communications Infrastructure segments and $92.0 million from the Allstream segment. · Net income of $34.7 million, including $39.2

ZAYO / Zayo Group Holdings, Inc. DEFA14A 8-K

DEFA14A 1 f8-k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): May 8, 2019 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Comm

Zayo Announces Definitive Agreement to be Acquired by Digital Colony and EQT Zayo Shareholders to Receive $35.00 per share in Cash Transaction Valued at $14.3 Billion Transaction would result in Zayo becoming a private company World-class network ass

Exhibit 99.1 Zayo Announces Definitive Agreement to be Acquired by Digital Colony and EQT Zayo Shareholders to Receive $35.00 per share in Cash Transaction Valued at $14.3 Billion Transaction would result in Zayo becoming a private company World-class network assets well positioned to meet connectivity-driven demand in key North America and Europe markets Global investment firms, EQT and Digital C

Financial Statements and Exhibits, Other Events

UNITED STATES 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 Date of report (Date of earliest event reported): May 8, 2019 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number) (I

ZAYO / Zayo Group Holdings, Inc. DEFA14A 8-K

UNITED STATES 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 Date of report (Date of earliest event reported): May 8, 2019 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number) (I

Zayo Announces Definitive Agreement to be Acquired by Digital Colony and EQT Zayo Shareholders to Receive $35.00 per share in Cash Transaction Valued at $14.3 Billion Transaction would result in Zayo becoming a private company World-class network ass

Exhibit 99.1 Zayo Announces Definitive Agreement to be Acquired by Digital Colony and EQT Zayo Shareholders to Receive $35.00 per share in Cash Transaction Valued at $14.3 Billion Transaction would result in Zayo becoming a private company World-class network assets well positioned to meet connectivity-driven demand in key North America and Europe markets Global investment firms, EQT and Digital C

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a19-778918k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): April 3, 2019 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of

Extension Amendment No. 1 to Amended and Restated Credit Agreement, dated as of April 3, 2019, by and among Zayo Group, LLC, Zayo Capital, Inc., Morgan Stanley Senior Funding, Inc., as term facility administrative agent, SunTrust Bank, as revolving facility administrative agent, and the other lenders signatory thereto.

Exhibit 10.1 EXECUTION VERSION EXTENSION AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT EXTENSION AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 3, 2019 (this “Amendment”), is entered into by and among Zayo Group, LLC, a Delaware limited liability company (“Zayo Group”), Zayo Capital, Inc., a Delaware corporation (“Zayo Capital”; and together with Zayo Group,

ZAYO / Zayo Group Holdings, Inc. / DODGE & COX - SCHEDULE 13G AMENDMENT 4 Passive Investment

SC 13G/A 1 d591868dsc13ga.htm SCHEDULE 13G AMENDMENT 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* Zayo Group Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98919V105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the app

Zayo Names Jack Waters President of Zayo Networks and COO

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 Zayo Names Jack Waters President of Zayo Networks and COO BOULDER, Colo. – February 12, 2019 – Zayo Group Holdings, Inc. (NYSE: Zayo) announced today that it has appointed Jack Waters as President, Zayo Networks and Chief Operating Officer of Zayo Group Holdings, Inc. In this expanded role, Waters will lead the company’s global Networks business, includin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 f8-k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): February 11, 2019 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Co

ZAYO / Zayo Group Holdings, Inc. / VANGUARD GROUP INC Passive Investment

zayogroupholdingsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Zayo Group Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 98919V105 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropr

Other Events

UNITED STATES 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 Date of report (Date of earliest event reported): February 8, 2019 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number

Grant Notice for 2014 Stock Incentive Plan – Restricted Stock Unit Award (Part B Awards – CEO and CFO)

EXHIBIT 10.5 CY[]Q[]BLVC ZAYO GROUP HOLDINGS, INC. GRANT NOTICE FOR 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD (Part B Awards) FOR GOOD AND VALUABLE CONSIDERATION, Zayo Group Holdings, Inc. (the “Company”), hereby grants to Participant named below the number of restricted stock units specified below (the “Award”). Assuming target performance, each restricted stock unit represents the ri

Second Amended and Restated Bylaws of Zayo Group Holdings, Inc. (incorporated by reference to Exhibit 3.2 of our Quarterly Report filed with the SEC on February 8, 2019, File No. 001-36690)

EX-3.2 3 zayo-20181231ex3205c98d0.htm EX-3.2 EXHIBIT 3.2 SECOND AMENDED AND RESTATED BYLAWS OF ZAYO GROUP HOLDINGS, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Certificate of Incorporation of the Corporation, as may be amended from time to time (the “Certificate of Incorporation”). Section 1

Revised Grant Notice for 2014 Stock Incentive Plan – Restricted Stock Unit Award (Non-Employee Director Awards)

EXHIBIT 10.6 CY[]Q[]C ZAYO GROUP HOLDINGS, INC. GRANT NOTICE FOR 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD Non-Employee Director Awards FOR GOOD AND VALUABLE CONSIDERATION, Zayo Group Holdings, Inc. (the “Company”), hereby grants to Participant named below the number of restricted stock units specified below (the “Award”). Each restricted stock unit represents the right to receive one

ZAYO / Zayo Group Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36690 Zayo Group Holdings, Inc. (Exact Name of Registrant a

Restated Certificate of Incorporation of Zayo Group Holdings, Inc. (incorporated by reference to Exhibit 3.1 of our Quarterly Report filed with the SEC on February 8, 2019, File No. 001-36690)

EX-3.1 2 zayo-20181231ex31c4cb9a4.htm EX-3.1 EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF ZAYO GROUP HOLDINGS, INC. Zayo Group Holdings, Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: (a)The present name of the Corporation is Zayo Group Holdings, Inc. The Corporatio

Revised Grant Notice for 2014 Stock Incentive Plan – Restricted Stock Unit Award (Part B Awards)

EXHIBIT 10.4 Non-CEO/CFO Agreement CY[]Q[]B ZAYO GROUP HOLDINGS, INC. GRANT NOTICE FOR 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD (Part B Awards) FOR GOOD AND VALUABLE CONSIDERATION, Zayo Group Holdings, Inc. (the “Company”), hereby grants to Participant named below the number of restricted stock units specified below (the “Award”). Assuming target performance, each restricted stock uni

Revised Grant Notice for 2014 Stock Incentive Plan – Restricted Stock Unit Award (Part A Awards)

EXHIBIT 10.3 C[]Q[]A[] ZAYO GROUP HOLDINGS, INC. GRANT NOTICE FOR 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD (Part A Awards – United States) FOR GOOD AND VALUABLE CONSIDERATION, Zayo Group Holdings, Inc. (the “Company”), hereby grants to Participant named below the number of restricted stock units specified below (the “Award”). Each restricted stock unit represents the right to receive

Three months ended

Exhibit 99.1 Zayo Group Holdings, Inc. Reports Financial Results for the Second Fiscal Quarter Ended December 31, 2018 Second Fiscal Quarter 2019 Financial Highlights · $639.1 million of consolidated revenue; including $542.4 million from the Communications Infrastructure segments and $96.7 million from the Allstream segment. · Net income of $30.2 million, including $36.1 million from the Communic

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): February 7, 2019 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Com

ZAYO / Zayo Group Holdings, Inc. / Gtcr Fund X/a Lp - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) ZAYO GROUP HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 98919V105 (CUSIP Number) December 31, 2018 (Date of Event which Requires filing of this Statement) Check the appropriate box to designate the rule pursuant to

ZAYO / Zayo Group Holdings, Inc. / SPO ADVISORY CORP - SCHEDULE 13G, AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 sc0029.htm SCHEDULE 13G, AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ZAYO GROUP HOLDINGS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 98919V105 (CUSIP Number) December 14, 2018 (Date of Event which Requires Filing of this

EXHIBIT A

EX-99 2 ex99-1.htm EXHIBIT A EXHIBIT A Pursuant to Rule 13d-1(k) or Regulation 13D-G of the General Rule and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in capacities set forth below. December 14, 2018 Date /s/ Kim M. Silva

First Amendment to Amended and Restated Employment Agreement dated December 5, 2018, by and between Zayo Group, LLC and Matt Steinfort.

Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made and entered into effective December 5, 2018 (the “Amendment Effective Date”), by and between Zayo Group, LLC, a Delaware limited liability company (the “Company”) and Matt Steinfort (“Executive”). Capitalized terms not otherwise defi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 f8-k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): December 5, 2018 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES 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 Date of report (Date of earliest event reported): November 6, 2018 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001‑36690 26‑1398293 (State or other jurisdiction of (Commission File Numbe

Scott Drake and Yancey Spruill Join Zayo’s Board of Directors

Exhibit 99.1 Scott Drake and Yancey Spruill Join Zayo’s Board of Directors BOULDER, Colo. - November 7, 2018 - Zayo Group Holdings, Inc. (NYSE: ZAYO) today announced that Scott Drake has been elected by shareholders and Yancey Spruill has been appointed by the Board to the company’s Board of Directors, effective today. Drake is replacing Nina Richardson, whose term expired yesterday. Spruill is re

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): November 7, 2018 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Com

Three months ended

Exhibit 99.1 Zayo Group Holdings, Inc. Reports Financial Results for the First Fiscal Quarter Ended September 30, 2018 First Fiscal Quarter 2019 Financial Highlights · $641.1 million of consolidated revenue; including $536.1 million from the Communications Infrastructure segments and $105.0 million from the Allstream segment. Reported Revenue includes a $0.4 million negative impact from the adopti

Zayo Announces Plans to Separate into Two Public Companies, one focused on Communications Infrastructure and one on Enterprise Services

Exhibit 99.2 Zayo Announces Plans to Separate into Two Public Companies, one focused on Communications Infrastructure and one on Enterprise Services · Zayo Infrastructure: a leading fiber-focused infrastructure provider in North America and Europe · EnterpriseCo: a leading high bandwidth focused enterprise service provider · Separation expected to be executed through taxable spin in late 2019 BOUL

ZAYO / Zayo Group Holdings, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36690 Zayo Group Holdings, Inc. (Exact N

ZAYO / Zayo Group Holdings, Inc. DEF14A

DEFA14A 1 a2236976zdefa14a.htm DEF14A QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a party other than the Registrant o Check the appropriate box: o Preliminary P

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES 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 Date of report (Date of earliest event reported): October 23, 2018 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number

Amended and Restated Employment Agreement dated October 23, 2018, by and between Zayo Group, LLC and Matt Steinfort.

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of October 23, 2018 (the “Effective Date”) between Zayo Group, LLC, a Delaware limited liability company (the “Company”) and Matt Steinfort (the “Executive”) (each of the foregoing individually a “Party” and collectively the “Parties”). WHEREAS, the Company and

ZAYO / Zayo Group Holdings, Inc. DEFA14A

DEFA14A 1 a18-162023defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a

ZAYO / Zayo Group Holdings, Inc. DEF 14A

Use these links to rapidly review the document TABLE OF CONTENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ZAYO / Zayo Group Holdings, Inc. 10-K/A (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2018 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36690 Zayo Group Holdings, Inc. (

ZAYO / Zayo Group Holdings, Inc. PRE 14A

PRE 14A 1 a2236672zpre14a.htm PRE 14A Use these links to rapidly review the document TABLE OF CONTENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a party other than the Registrant o Check the appropriate box:

ZAYO / Zayo Group Holdings, Inc. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2018 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36690 Zayo Group Holdings, Inc. (Exact Name of Regist

List of Subsidiaries of Zayo Group Holdings, Inc.

Exhibit 21.1 Subsidiaries of the Company† Zayo Group Holdings, Inc. is publicly held and has no parent. Name of Subsidiary State and/or Country of Incorporation or Organization Zayo Group Australia Pty. Ltd. Australia upstreamNet Communications GmbH* Austria Zayo Infrastructure Belgium NV Belgium Allstream Business Inc. Canada Zayo Canada Inc. Canada Neocenter Est SARL* France NeoClyde SAS* France

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): August 22, 2018 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Comm

Three months ended

Exhibit 99.1 Zayo Group Holdings, Inc. Reports Financial Results for the Fourth Fiscal Quarter Ended June 30, 2018 Fourth Fiscal Quarter 2018 Financial Highlights · $657.6 million of consolidated revenue, including $546.6 million from the Communications Infrastructure segments and $111.0 million from the Allstream segment. · Net income of $43.8 million, including $30.6 million from the Communicati

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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 Date of report (Date of earliest event reported): June 5, 2018 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number) (I

REITweek2018 InvestorConference June 2018 NYSE: ZAYO @ZayoGroup

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 REITweek2018 InvestorConference June 2018 NYSE: ZAYO @ZayoGroup non-cash income/(loss) on equity and cost method investments. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Unlevered free cash flow is defined as Adjusted EBITDA less purchases of property and equipment, net of stimulus grants. Adjusted unlevered free cash flow is

ZAYO / Zayo Group Holdings, Inc. 10-Q (Quarterly Report)

10-Q 1 zgh-20180331x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36690 Zayo

Zayo Announces Resignation of Chief Operating Officer

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 Zayo Announces Resignation of Chief Operating Officer BOULDER, Colo. – May 3, 2018 – Today, Zayo Group Holdings, Inc. (NYSE: ZAYO) announced that president and COO Andrew Crouch has resigned from the company, effective immediately. Crouch communicated that he has no immediate plans and will be taking time to consider his next venture. Crouch’s resignation

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 f8-k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): May 1, 2018 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commissi

Three months ended

Exhibit 99.1 Zayo Group Holdings, Inc. Reports Financial Results for the Third Fiscal Quarter Ended March 31, 2018 Third Fiscal Quarter 2018 Financial Highlights · $649.4 million of consolidated revenue; including $531.7 million from the Communications Infrastructure segments and $117.7 million from the Allstream segment; · Net income of $23.4 million, including $32.0 million from the Communicatio

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): May 3, 2018 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commissi

ZAYO / Zayo Group Holdings, Inc. / DODGE & COX - SCHEDULE 13G AMENDMENT NO. 3 Passive Investment

SCHEDULE 13G AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* Zayo Group Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98919V105 (CUSIP Number) March 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

Incremental Amendment No. 3 to Amended and Restated Credit Agreement, dated as of February 26, 2018, by and among Zayo Group, LLC, Zayo Capital, Inc., Morgan Stanley Senior Funding, Inc., as term facility administrative agent, SunTrust Bank, as revolving facility administrative agent, and the other lenders signatory thereto.

Exh 10.1 Exhibit 10.1 Execution Version INCREMENTAL AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT INCREMENTAL AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 26, 2018 (this ?Amendment?), is entered into by and among Zayo Group, LLC, a Delaware limited liability company (?Zayo Group?), Zayo Capital, Inc., a Delaware corporation (?Zayo Capital?; and together

Zayo Group, LLC Announces Completion of $150M Term Loan Tranche

Exh 99.1 Exhibit 99.1 Zayo Group, LLC Announces Completion of $150M Term Loan Tranche BOULDER, Colo. ? February 26, 2018 ? Zayo Group, LLC (?Zayo?), a direct subsidiary of Zayo Group Holdings, Inc. (NYSE: ZAYO), and global provider of communications infrastructure solutions, announced today that it and Zayo Capital, Inc. have entered into an Incremental Amendment No. 3 (the ?Amendment?) to the Ame

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 f8-k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): February 26, 2018 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (C

ZAYO / Zayo Group Holdings, Inc. / SPO ADVISORY CORP - SCHEDULE 13G, AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ZAYO GROUP HOLDINGS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 98919V105 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

EXHIBIT A

EXHIBIT A Pursuant to Rule 13d-1(k) or Regulation 13D-G of the General Rule and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in capacities set forth below.

ZAYO / Zayo Group Holdings, Inc. / DODGE & COX - SCHEDULE 13G AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 d445907dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Zayo Group Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98919V105 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the

ZAYO / Zayo Group Holdings, Inc. / VANGUARD GROUP INC Passive Investment

zayogroupholdingsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Zayo Group Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 98919V105 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropr

ZAYO / Zayo Group Holdings, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2017 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36690 Zayo Group Holdings, Inc. (Exact Na

Three months ended

Ex991currentfolio Exhibit 99.1 Zayo Group Holdings, Inc. Reports Financial Results for the Second Fiscal Quarter Ended December 31, 2017 Second Fiscal Quarter 2018 Financial Highlights ? $653.5 million of consolidated revenue; including $530.0 million from the Communications Infrastructure segments and $123.5 million from the Allstream segment; ? Net income of $11.5 million, including $10.6 millio

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K Press Release UNITED STATES 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 Date of report (Date of earliest event reported): February 7, 2018 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Comm

ZAYO / Zayo Group Holdings, Inc. 8-K (Current Report)

UNITED STATES 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 Date of report (Date of earliest event reported): December 22, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Numb

Repricing Amendment No. 3 to Amended and Restated Credit Agreement, dated as of December 22, 2017, by and among Zayo Group, LLC, Zayo Capital, Inc., Morgan Stanley Senior Funding, Inc., as term facility administrative agent, SunTrust Bank, as revolving facility administrative agent, and the other lenders signatory thereto.

Exhibit 10.1 EXECUTION VERSION REPRICING AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT REPRICING AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 22, 2017 (this ?Amendment?), is entered into by and among Zayo Group, LLC, a Delaware limited liability company (?Zayo Group?), Zayo Capital, Inc., a Delaware corporation (?Zayo Capital?; and together with Zayo Gr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES 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 Date of report (Date of earliest event reported): November 27, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Numbe

Executive Severance Agreement dated November 27, 2017, by and between Zayo Group, LLC and Daniel P. Caruso.

Exh 10.1 Exhibit 10.1 EXECUTIVE SEVERANCE AGREEMENT This Executive Severance Agreement (the ?Agreement?) is entered into as of November 27, 2017 (the ?Effective Date?) between Zayo Group, LLC, a Delaware limited liability company (the ?Company?), and Daniel P. Caruso (the ?Executive?) (each of the foregoing individually a ?Party? and collectively the ?Parties?). WHEREAS, the Executive is the Chief

Statement of Eligibility of Trustee.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (Ju

Computation of Ratio of Earnings to Fixed Charges.

Exhibit 12.1 Zayo Group Holdings, Inc. Ratio of Earnings to Fixed Charges (dollars in million) Three months ended September 30, For the Year ended June 30, 2017 2017 2016 2015 2014 2013 Calculation of Earnings Income/(loss) from operations before income taxes $ 28.6 $ 104.1 $ (67.7 ) $ (164.1 ) $ (144.3 ) $ (169.8 ) Fixed Charges 78.3 258.2 232.9 225.8 214.8 213.4 Earnings Before Income Taxes and

ZAYO / Zayo Group Holdings, Inc. S-3ASR

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on November 14, 2017 Registration No.

Form of Indenture.

Exhibit 4.4 Zayo Group Holdings, Inc. Debt Securities Indenture Dated as of [ ] The Bank of New York Mellon Trust Company, N.A., as Trustee CROSS-REFERENCE TABLE This Cross-Reference Table is not a part of the Indenture TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10; 11.02 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.05 (b) 11.03 (c) 11.03 313(a) 7.06 (b)

Financial Statements and Exhibits, Other Events

8K ZGH UNITED STATES 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 Date of report (Date of earliest event reported): November 14, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission Fi

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS On November 30, 2016, Zayo Group Holdings, Inc. (“Zayo” or the “Company”) disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”), the entrance into an Agreement and Plan of Merger (the “Merger Agreement”) with Electric Lightwave Parent, Inc. (“Elect

Submission of Matters to a Vote of Security Holders

UNITED STATES 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 Date of report (Date of earliest event reported): November 2, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36690 Zayo Group Holdings, Inc. (Exact N

Amended and Restated Employment Agreement, dated as of October 23, 2018, by and between Zayo Group, LLC and Matt Steinfort (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on October 23, 2018, File No. 001-36690).

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of September 11, 2017 (the “Effective Date”) between Zayo Group, LLC, a Delaware limited liability company (the “Company”) and Matt Steinfort (the “Executive”) (each of the foregoing individually a “Party” and collectively the “Parties”). WHEREAS, the Company wishes to employ the Executive and the Exec

Three months ended

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 Zayo Group Holdings, Inc. Reports Financial Results for the First Fiscal Quarter Ended September 30, 2017 First Fiscal Quarter 2018 Financial Highlights · $643.5 million of consolidated revenue; including $515.8 million from the Communications Infrastructure segments and $127.7 million from the Allstream segment; · Net income of $23.2 million, including $

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Date of report (Date of earliest event reported): November 6, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number

2014 Stock Incentive Plan (as amended and restated as of November 2, 2017) (incorporated by reference to Exhibit A of our Proxy on Schedule 14A filed with the SEC on September 22, 2017, File No. 001-36690).

DEFA14A 1 a17-214235defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a

Zayo Group Holdings DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

zghCurrentFolio8K20170911 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Zayo Announces CFO Transition Matt Steinfort to succeed Ken desGarennes as chief financial officer

zghEx991 Exhibit 99.1 Zayo Announces CFO Transition Matt Steinfort to succeed Ken desGarennes as chief financial officer BOULDER, Colo. - September 11, 2017 - Zayo Group Holdings, Inc. (NYSE: ZAYO) today announced that it has appointed Matt Steinfort as chief financial officer (CFO), effective September 15, 2017. Steinfort will report to Chairman and Chief Executive Officer (CEO) Dan Caruso. Ken d

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 20, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K/A 1 f8-ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 21, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction o

Three months ended

Ex. 99.1 Exhibit 99.1 Zayo Group Holdings, Inc. Reports Financial Results for the Fourth Fiscal Quarter Ended June 30, 2017 Fourth Fiscal Quarter 2017 Financial Highlights ? $638.0 million of consolidated revenue, including $509.1 million from the Communications Infrastructure segments and $128.9 million from the Allstream segment; ? Net income of $23.2 million, including $11.3 million from the Co

Subsidiaries of the Company†

Exhibit 21.1 Subsidiaries of the Company? Zayo Group Holdings, Inc. is publicly held and has no parent. Name of Subsidiary State and/or Country of Incorporation or Organization Zayo Group Australia Pty. Ltd. Australia upstreamNet Communications GmbH* Austria Zayo Infrastructure Belgium NV Belgium Allstream Business Inc. Canada Electric Lightwave Communications Inc. Canada Electric Lightwave Commun

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

10-K 1 zayo-20170630x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2017 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36690 Zayo Group Ho

Three months ended

EX. 99.1 Earnings Release 2016 Exhibit 99.1 Zayo Group Holdings, Inc. Reports Financial Results for the Fourth Fiscal Quarter Ended June 30, 2017 Fourth Fiscal Quarter 2017 Financial Highlights ? $638.0 million of consolidated revenue, including $509.1 million from the Communications Infrastructure segments and $128.9 million from the Allstream segment; ? Net income of $23.2 million, including $11

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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 Date of report (Date of earliest event reported): August 21, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number)

REPRICING AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

zghEx101 Exhibit 10.1 EXECUTION VERSION REPRICING AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT REPRICING AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 20, 2017 (this ?Amendment?), is entered into by and among Zayo Group, LLC, a Delaware limited liability company (?Zayo Group?), Zayo Capital, Inc., a Delaware corporation (?Zayo Capital?; and together with Za

Zayo Group ANNOUNCES COMPLETION OF TERM LOAN REPRICING

zghEx991 Exhibit 99.1 Zayo Group ANNOUNCES COMPLETION OF TERM LOAN REPRICING BOULDER, Colo. ? July 20, 2017 ? Zayo Group, LLC (?Zayo?), a direct subsidiary of Zayo Group Holdings, Inc. (NYSE: ZAYO) and global provider of communications infrastructure services, announced today that it has successfully completed the repricing of the outstanding $1.1 billion of term loans under the 2017 Incremental R

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 f8-k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): July 20, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001‑36690 26‑1398293 (State or other jurisdiction of (Commi

Zayo Group, LLC Closes $300M Senior Notes Offering

Exhibit 99.1 Zayo Group, LLC Closes $300M Senior Notes Offering BOULDER, Colo. — July 5, 2017 — Zayo Group, LLC (“Zayo”), a direct subsidiary of Zayo Group Holdings, Inc. (NYSE: ZAYO) and global provider of communications infrastructure services, announced today that it has closed its previously announced private offering of $300 million aggregate principal amount of its 5.750% Senior Notes due 20

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 a17-1579748k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): July 5, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of

Zayo Group, LLC Announces Proposed Senior Notes Offering

EX-99.1 2 a17-157973ex99d1.htm EX-99.1 Exhibit 99.1 Zayo Group, LLC Announces Proposed Senior Notes Offering BOULDER, Colo.— June 29, 2017 — Zayo Group, LLC (“Zayo”), a direct subsidiary of Zayo Group Holdings, Inc. (NYSE: ZAYO) and global provider of communications infrastructure services, announced today that it intends to offer, subject to market and other conditions, $300 million of its 5.750%

Financial Statements and Exhibits, Other Events

UNITED STATES 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 Date of report (Date of earliest event reported): June 29, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number)

Zayo Group, LLC Prices $300 Million Senior Notes Offering

EX-99.2 3 a17-157973ex99d2.htm EX-99.2 Exhibit 99.2 Zayo Group, LLC Prices $300 Million Senior Notes Offering BOULDER, Colo. — June 29, 2017 — Zayo Group, LLC (“Zayo”), a direct subsidiary of Zayo Group Holdings, Inc. (NYSE: ZAYO) and global provider of communications infrastructure services, announced today that it has priced its previously announced private offering of its 5.750% Senior Notes du

Regulation FD Disclosure

UNITED STATES 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 Date of report (Date of earliest event reported): June 29, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number)

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 f8-k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): June 22, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commi

Zayo Group Announces Change in Sales Leadership

zghEx991 Exhibit 99.1 Zayo Group Announces Change in Sales Leadership Today, Zayo Group Holdings, Inc. (NYSE: ZAYO) announced that Edward (Ed) Morche resigned from the company to rejoin Level 3 Communications, ending his tenure at Zayo after approximately one month. During Morche?s short tenure at Zayo, the feedback he provided to Zayo?s executives, investors and board was positive about Zayo?s cu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 zayo-20170331x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36690 Zayo

Employment Agreement, dated as of March 31, 2017, by and between Zayo Group, LLC and Andrew Crouch (incorporated by reference to Exhibit 10.3 of our Quarterly Report on Form 10-Q filed with the SEC on May 10, 2017, File No. 001-36690).

EX-10.3 2 zayo-20170331ex103615ac3.htm EX-10.3 Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of March 31, 2017 (the “Effective Date”) between Zayo Group, LLC, a Delaware limited liability company (the “Company”) and Andrew Crouch (the “Executive”) (each of the foregoing individually a “Party” and collectively the “Parties”). WHEREAS, the Company w

Three months ended

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 Zayo Group Holdings, Inc. Reports Financial Results for the Third Fiscal Quarter Ended March 31, 2017 Third Fiscal Quarter 2017 Financial Highlights · $550.2 million of consolidated revenue; including $470.9 million from the Communications Infrastructure segments and $79.3 million from the Allstream segment; o 34% quarter-over-quarter annualized revenue g

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): May 9, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commissi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 f8-k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): April 10, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Comm

INDENTURE Dated as of January 27, 2017 between ZAYO GROUP, LLC ZAYO CAPITAL, INC. The GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 5.750% SENIOR NOTES DUE 2027

Table of Contents EXECUTION VERSION INDENTURE Dated as of January 27, 2017 between ZAYO GROUP, LLC ZAYO CAPITAL, INC.

Zayo Group, LLC Closes $550M Senior Notes Offering

EX-99.1 3 ex-99d1.htm EX-99.1 Exhibit 99.1 Zayo Group, LLC Closes $550M Senior Notes Offering BOULDER, Colo. – April 11, 2017 – Zayo Group, LLC (“Zayo”), a direct subsidiary of Zayo Group Holdings, Inc. (NYSE: ZAYO) and global provider of communications infrastructure services, announced today that it has closed its previously announced private offering of $550 million aggregate principal amount o

Report of Independent Auditor’s

EX-99.1 3 zayo-20170407ex9913e244e.htm EX-99.1 Exhibit 99.1 Electric Lightwave Parent, Inc. and Subsidiaries Consolidated Financial Statements December 31, 2016 and 2015 Electric Lightwave Parent, Inc. and Subsidiaries Index December 31, 2016 and 2015 Page(s) Report of Independent Auditors 1 Consolidated Financial Statements Balance Sheets 2 Statements of Operations and Comprehensive Loss 3 Statem

UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

EX-99.2 4 zayo-20170407ex992c06c3e.htm EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION On November 30, 2016, Zayo Group Holdings, Inc. (“Zayo” or the “Company”) disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”), the entrance into an Agreement and Plan of Merger (the “Merger Agreement”) with Electric Lightwave Parent, Inc. (

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 7, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number

Zayo Group Holdings 8-K (Current Report/Significant Event)

8-K 45 Notes Offering UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Zayo Group, LLC Announces Proposed Senior Notes Offering

Exhibit 991 Exhibit 99.1 Zayo Group, LLC Announces Proposed Senior Notes Offering BOULDER, Colo.? April 5, 2017 ? Zayo Group, LLC (?Zayo?), a direct subsidiary of Zayo Group Holdings, Inc. (NYSE: ZAYO) and global provider of Communications Infrastructure services, announced today that it intends to offer, subject to market and other conditions, $500 million of its 5.750% Senior Notes due 2027 (the

Zayo Group, LLC Upsizes and Prices $550 Million Senior Notes Offering

Exhibit 992 Exhibit 99.2 Zayo Group, LLC Upsizes and Prices $550 Million Senior Notes Offering Boulder, Colo. ? April 5, 2017 ? Zayo Group, LLC (?Zayo?), a subsidiary of Zayo Group Holdings, Inc. (NYSE:ZAYO) and international provider of communications infrastructure services, announced today that it has priced its previously announced private offering of its 5.750% Senior Notes due 2027 (the ?202

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 zgh8-k44.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): March 31, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (C

Andrew Crouch Joins Zayo Group as President and COO

Exh991 Exhibit 99.1 Andrew Crouch Joins Zayo Group as President and COO BOULDER, Colo. ? April 4, 2017 ? Zayo Group Holdings, Inc. (NYSE: ZAYO) announced today that it has named industry veteran Andrew Crouch as president and chief operating officer. Crouch?s start date will be April 27. Crouch will be a key member of the executive management team and will oversee Zayo?s business operations. He wi

ZAYO / Zayo Group Holdings, Inc. / DODGE & COX - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment

SCHEDULE 13G AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Zayo Group Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98919V105 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

ELI Closing Invester Call Zayo Group Holdings, Inc. NYSE: ZAYO@ZayoGroup

zghEx991 Exhibit 99.1 ELI Closing Invester Call Zayo Group Holdings, Inc. NYSE: ZAYO@ZayoGroup 2 SafeHarbor Information contained in this presentation that is not historical by nature constitutes ?forward-looking statements? which can be identified by the use of forward-looking terminology such as ?believes,? ?expects,? ?plans,? ?intends,? ?estimates,? ?projects,? ?could,? ?may,? ?will,? ?should,?

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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 Date of report (Date of earliest event reported): March 17, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number)

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets

8-K/A 1 zgh8ka201736.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 1, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdic

Zayo Closes Acquisition of Electric Lightwave Customers to benefit immediately from expanded West Coast infrastructure

Exhibit 99.1 Zayo Closes Acquisition of Electric Lightwave Customers to benefit immediately from expanded West Coast infrastructure BOULDER, Colo. ? March 1, 2017 ? Zayo Group Holdings, Inc. (NYSE: ZAYO) today announced it has closed its $1.42 billion acquisition of Electric Lightwave (formerly known as Integra Telecom), an infrastructure and telecom services provider serving 35 markets in the wes

AGREEMENT AND PLAN OF MERGER by and among ZAYO GROUP, LLC, ZELMS, INC., ELECTRIC LIGHTWAVE PARENT, INC. FORTIS ADVISORS LLC, as the Equityholder Representative Dated as of November 29, 2016

EXHIBIT 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among ZAYO GROUP, LLC, ZELMS, INC., ELECTRIC LIGHTWAVE PARENT, INC. and FORTIS ADVISORS LLC, as the Equityholder Representative Dated as of November 29, 2016 TABLE OF CONTENTS Page Article I DEFINED TERMS 1 1.1 Definitions 1 Article II PURCHASE AND SALE 2 2.1 The Merger 2 2.2 Effects of the Merger 2 2.3 Certificate of Incorporation

UNITED STATES 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 Date of report (Date of earliest event reported): March 1, 2017 Zayo Group Holding

UNITED STATES 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 Date of report (Date of earliest event reported): March 1, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number)

Zayo Closes Acquisition of Electric Lightwave Customers to benefit immediately from expanded West Coast infrastructure

Exhibit 99.1 Zayo Closes Acquisition of Electric Lightwave Customers to benefit immediately from expanded West Coast infrastructure BOULDER, Colo. ? March 1, 2017 ? Zayo Group Holdings, Inc. (NYSE: ZAYO) today announced it has closed its $1.42 billion acquisition of Electric Lightwave (formerly known as Integra Telecom), an infrastructure and telecom services provider serving 35 markets in the wes

AGREEMENT AND PLAN OF MERGER by and among ZAYO GROUP, LLC, ZELMS, INC., ELECTRIC LIGHTWAVE PARENT, INC. FORTIS ADVISORS LLC, as the Equityholder Representative Dated as of November 29, 2016

EX-2.1 2 zayo-20170301ex21ec3bf82.htm EX-2.1 EXHIBIT 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among ZAYO GROUP, LLC, ZELMS, INC., ELECTRIC LIGHTWAVE PARENT, INC. and FORTIS ADVISORS LLC, as the Equityholder Representative Dated as of November 29, 2016 TABLE OF CONTENTS Page Article I DEFINED TERMS 1 1.1 Definitions 1 Article II PURCHASE AND SALE 2 2.1 The Merger 2 2.2 Effects of t

EXHIBIT A

EXHIBIT A Pursuant to Rule 13d-1(k) or Regulation 13D-G of the General Rule and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in capacities set forth below.

ZAYO / Zayo Group Holdings, Inc. / SPO ADVISORY CORP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) ZAYO GROUP HOLDINGS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 98919V105 (CUSIP Number) February 17, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

POWER OF ATTORNEY

EXHIBIT B POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of SPO Partners II, L.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

10-K/A 1 zayo-20160630x10ka.htm 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2016 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number

Zayo Group Holdings SCHEDULE 13G (Passive Acquisition of More Than 5% of Shares)

SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 0)* Zayo Group Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98919V105 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

Three months ended

Ex991currentfolio Exhibit 99.1 Zayo Group Holdings, Inc. Reports Financial Results for the Second Fiscal Quarter Ended December 31, 2016 Second Fiscal Quarter 2017 Financial Highlights ? $506.7 million of consolidated revenue, including $107.9 million from Zayo Canada; o 1% quarter-over-quarter annualized revenue growth; o 4% quarter-over-quarter annualized recurring revenue growth (6% in constant

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 zayo-20170209x8k.htm UNITED STATES 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 Date of report (Date of earliest event reported): February 9, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction

Steven N. Kaplan and Emily White Join Zayo’s Board of Directors Leading finance academic and former Snapchat executive to provide expertise

ZGH8K201728Ex991 EXHIBIT 99.1 Steven N. Kaplan and Emily White Join Zayo?s Board of Directors Leading finance academic and former Snapchat executive to provide expertise BOULDER, Colo. - February 8, 2017 - Zayo Group Holdings, Inc. (NYSE: ZAYO) today announced that Steven N. Kaplan and Emily White were appointed to the company?s Board of Directors, effective April 1, 2017. The appointments fill tw

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 zayo-20170207x8k.htm FORM 8-K UNITED STATES 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 Date of report (Date of earliest event reported): February 7, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other ju

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2016 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36690 Zayo Group Holdings, Inc. (Exact Na

ZAYO / Zayo Group Holdings, Inc. / COLUMBIA CAPITAL EQUITY PARTNERS IV QP L P - SC 13G/A Passive Investment

SC 13G/A 1 d321179dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ZAYO GROUP HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 98919V105 (CUSIP Number) December 31, 2016 (Date of Event which Requires filing of this Statement) Check the appropriate box to

INDENTURE Dated as of January 27, 2017 between ZAYO GROUP, LLC ZAYO CAPITAL, INC. The GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 5.750% SENIOR NOTES DUE 2027

EXECUTION VERSION EXHIBIT 4.1 INDENTURE Dated as of January 27, 2017 between ZAYO GROUP, LLC ZAYO CAPITAL, INC. The GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 5.750% SENIOR NOTES DUE 2027 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01Definitions....................................................................

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 zayo-20170127x8k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): January 27, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdi

2

EXHIBIT 99.1 Zayo Group, LLC Closes $800M Senior Notes Offering BOULDER, Colo. ? January 27, 2017 ? Zayo Group, LLC (?Zayo?), a direct subsidiary of Zayo Group Holdings, Inc. (NYSE: ZAYO) and global provider of Communications Infrastructure services, announced today that it has closed its previously announced offering of $800 million aggregate principal amount of 5.750% Senior Notes due 2027 (the

INCREMENTAL AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

zghEx101 Exhibit 10.1 EXECUTION VERSION INCREMENTAL AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT INCREMENTAL AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 19, 2017 (this ?Amendment?), is entered into by and among Zayo Group, LLC, a Delaware limited liability company (?Zayo Group?), Zayo Capital, Inc., a Delaware corporation (?Zayo Capital?; and together

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES 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 Date of report (Date of earliest event reported): January 19, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Numbe

Financial Statements and Exhibits, Other Events

UNITED STATES 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 Date of report (Date of earliest event reported): January 12, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001‑36690 26‑1398293 (State or other jurisdiction of (Commission File Numbe

1

zghEx991 Exhibit 99.1 Zayo Group, LLC Announces Proposed Senior Notes Offering and Term Loan Amendment Thursday, January 12, 2017 12:48:00 PM (GMT) Zayo Group, LLC (?Zayo?), a direct subsidiary of Zayo Group Holdings, Inc. (NYSE: ZAYO) and global provider of Communications Infrastructure services, announced today that it intends to offer, subject to market and other conditions, $800 million of Sen

Zayo Group, LLC Prices $800M Senior Notes Offering

EX-99.2 3 zayo-20170112ex992e52333.htm EX-99.2 Exhibit 99.2 Zayo Group, LLC Prices $800M Senior Notes Offering Thursday, January 12, 2017 10:37:00 PM (GMT) Zayo Group, LLC (“Zayo”), a direct subsidiary of Zayo Group Holdings, Inc. (NYSE: ZAYO) and global provider of Communications Infrastructure services, announced today the pricing of its offering of $800 million aggregate principal amount of 5.7

Zayo Group Holdings 8-K (Current Report/Significant Event)

UNITED STATES 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 Date of report (Date of earliest event reported): January 12, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Numbe

UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

EX-99.2 3 a17-16152ex99d2.htm EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION The following tables present selected unaudited pro forma condensed combined financial information of Zayo Group, LLC (co-issuer of the Notes) for the periods and as of the dates indicated. The following unaudited pro forma condensed combined financial information has been prepared giving effect

UNAUDITED PRO FORMA CONDENSED ADJUSTED EBITDA RECONCILIATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED ADJUSTED EBITDA RECONCILIATION The following tables present a reconciliation of unaudited pro forma combined Adjusted EBITDA for the twelve month period ending June 30, 2016 and the three months ended September 30, 2016. The following information should be read in conjunction with the accompanying notes thereto, the information contained in ?Selected Fina

Summary Historical and Unaudited Pro Forma Consolidated Financial Information and Other Data

Exhibit 99.1 Summary Historical and Unaudited Pro Forma Consolidated Financial Information and Other Data The following tables present (i) summary historical consolidated financial information for Zayo Group, LLC (ii) summary historical consolidated financial information for Electric Lightwave, and (iii) summary unaudited pro forma condensed combined financial information and operating data of Zay

Regulation FD Disclosure

UNITED STATES 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 Date of report (Date of earliest event reported): January 5, 2017 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number

Zayo Acquisition of Electric Lightwave 30 November 2016

zghEx992 Exhibit 99.2 Zayo Acquisition of Electric Lightwave 30 November 2016 ZAYO GROUP SAFE HARBOR Information contained in this presentation that is not historical by nature constitutes ?forward-looking statements? which can be identified by the use of forward-looking terminology such as ?believes,? ?expects,? ?plans,? ?intends,? ?estimates,? ?projects,? ?could,? ?may,? ?will,? ?should,? or ?an

Zayo to Acquire Electric Lightwave Acquisition will add more than 12,000 route miles of fiber in Western U.S.

zghEx991 Exhibit 99.1 Zayo to Acquire Electric Lightwave Acquisition will add more than 12,000 route miles of fiber in Western U.S. BOULDER, Colo. - November 30, 2016 - Zayo Group Holdings, Inc. (NYSE: ZAYO) today announced it has entered into an agreement to acquire Electric Lightwave, formerly known as Integra Telecom, for $1.42 billion in cash. Electric Lightwave, which provides infrastructure

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 zghcurrentfolio8k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): November 30, 2016 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other juris

Submission of Matters to a Vote of Security Holders

UNITED STATES 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 Date of report (Date of earliest event reported): November 8, 2016 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Numbe

Grant Notice for 2014 Stock Incentive Plan—Restricted Stock Unit Award (Part B Awards) (incorporated by reference to Exhibit 10.4 of our Quarterly Report on Form 10-Q filed with the SEC on November 9, 2016, File No. 001-36690).

Exhibit 10.4 ZAYO GROUP HOLDINGS, INC. GRANT NOTICE FOR 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD (Part B Awards) FOR GOOD AND VALUABLE CONSIDERATION, Zayo Group Holdings, Inc. (the ?Company?), hereby grants to Participant named below the number of restricted stock units specified below (the ?Award?). Each restricted stock unit represents the right to receive one share of the Company?s

Employment Agreement, dated as of July 27, 2016, by and between Zayo Group, LLC and John F. Waters, Jr. (incorporated by reference to Exhibit 10.5 of our Quarterly Report on Form 10-Q filed with the SEC on November 9, 2016, File No. 001-36690).

Exhibit 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into as of July 27, 2016 (the ?Effective Date?) between Zayo Group, LLC, a Delaware limited liability company (the ?Company?) and John F. Waters, Jr. (the ?Executive?) (each of the foregoing individually a ?Party? and collectively the ?Parties?). WHEREAS, the Company wishes to employ the Executive and the Exec

Grant Notice for 2014 Stock Incentive Plan—Restricted Stock Unit Award (One-time Sign-On RSUs for John F. Waters, Jr.) (incorporated by reference to Exhibit 10.6 of our Quarterly Report on Form 10-Q filed with the SEC on November 9, 2016, File No. 001-36690).

Exhibit 10.6 ZAYO GROUP HOLDINGS, INC. GRANT NOTICE FOR 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD (Sign-on Restricted Stock Units) FOR GOOD AND VALUABLE CONSIDERATION, Zayo Group Holdings, Inc. (the ?Company?), hereby grants to Participant named below a restricted stock unit award for the number of shares of Common Stock specified below (the ?Award?). The Award represents the right to

ZAYO GROUP HOLDINGS, INC. 2014 STOCK INCENTIVE PLAN (As amended on August 23, 2016)

EX-10.2 2 zayo-20160930ex102cf0a51.htm EX-10.2 Exhibit 10.2 ZAYO GROUP HOLDINGS, INC. 2014 STOCK INCENTIVE PLAN (As amended on August 23, 2016) 1. Purpose. The purpose of the Zayo Group Holdings, Inc. 2014 Stock Incentive Plan, as amended (the “Plan”) is to promote and closely align the interests of employees and non-employee directors of Zayo Group Holdings, Inc. (the “Company”) and its stockhold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36690 Zayo Group Holdings, Inc. (Exact N

Grant Notice for 2014 Stock Incentive Plan – Restricted Stock Unit Award (Part A Awards) (incorporated by reference to Exhibit 10.3 of our Quarterly Report on Form 10-Q filed with the SEC on November 9, 2016, File No. 001-36690)

Exhibit 10.3 ZAYO GROUP HOLDINGS, INC. GRANT NOTICE FOR 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD (Part A Awards – United States) FOR GOOD AND VALUABLE CONSIDERATION, Zayo Group Holdings, Inc. (the “Company”), hereby grants to Participant named below the number of restricted stock units specified below (the “Award”). Each restricted stock unit represents the right to receive one share

Three months ended

FY17 Q1 Ex991 Zayo Group Holdings, Inc. Reports Financial Results for the First Fiscal Quarter Ended September 30, 2016 First Fiscal Quarter 2017 Financial Highlights ? $504.9 million of consolidated revenue, including $112.2 million from Zayo Canada; o -2% quarter-over-quarter annualized revenue growth; o 4% quarter-over-quarter annualized recurring revenue growth (7% in constant currency), exclu

Zayo Group Holdings 8-K (Current Report/Significant Event)

FY17 Q1 8-K UNITED STATES 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 Date of report (Date of earliest event reported): November 8, 2016 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission

Zayo Group Holdings ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS

DEFA14A 1 zayo-defa14a110816.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant £ Check the appropriate box: ☐ Preliminary Proxy Statement £ Confi

Zayo Group Holdings DEFINITIVE PROXY STATEMENT

DEF 14A 1 zayo-def14a110816.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant £ Check the appropriate box: ☐ Preliminary Proxy Statement £ Confidential, for Use of the

ZAYO / Zayo Group Holdings, Inc. / M/C VENTURE PARTNERS VI L P - SC 13G/A Passive Investment

SC 13G/A 1 d267886dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ZAYO GROUP HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 98919V105 (CUSIP Number) July 12, 2016 (Date of Event which Requires filing of this Statement) Check the appropriate box to desi

ZAYO / Zayo Group Holdings, Inc. / Charlesbank Equity Fund VI, Limited Partnership - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* ZAYO GROUP HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 98919V105 (CUSIP Number) June 16, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of the Company Zayo Group Holdings, Inc. is publicly held and has no parent. Name of SubsidiaryState of Incorporation or Organization Zayo Group, LLCDelaware Zayo Professional Services, LLCDelaware Zayo Capital, Inc.Delaware AboveNet Communications, LLCDelaware Latisys- Chicago Holdings Corp.Delaware Latisys- Chicago, LLCDelaware Latisys Holdings Corp.Delaware Latisys Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2016 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36690 Zayo Group Holdings, Inc. (Exact Name of Regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2016 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36690 Zayo Group Holdings, Inc. (Exact Name of Regist

Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of the Company Zayo Group Holdings, Inc. is publicly held and has no parent. Name of SubsidiaryState of Incorporation or Organization Zayo Group, LLCDelaware Zayo Professional Services, LLCDelaware Zayo Capital, Inc.Delaware AboveNet Communications, LLCDelaware Latisys- Chicago Holdings Corp.Delaware Latisys- Chicago, LLCDelaware Latisys Holdings Corp.Delaware Latisys Cor

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 zayo-20160825x8k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): August 25, 2016 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdict

Three months ended

EX 991 Earnings Release 2016 Zayo Group Holdings, Inc. Reports Financial Results for the Fourth Fiscal Quarter Ended June 30, 2016 Fourth Fiscal Quarter 2016 Financial Highlights ? $507.3 million of consolidated revenue, including $117.2 million from Zayo Canada o 25% quarter-over-quarter annualized revenue growth o 7% quarter-over-quarter annualized pro-forma recurring revenue growth, excluding Z

Three months ended

EX 991 Earnings Release 2016 Zayo Group Holdings, Inc. Reports Financial Results for the Fourth Fiscal Quarter Ended June 30, 2016 Fourth Fiscal Quarter 2016 Financial Highlights ? $507.3 million of consolidated revenue, including $117.2 million from Zayo Canada o 25% quarter-over-quarter annualized revenue growth o 7% quarter-over-quarter annualized pro-forma recurring revenue growth, excluding Z

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 zayo-20160825x8k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): August 25, 2016 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdict

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 Date of report (Date of earliest event reported): August 1, 2016 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number)

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES 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 Date of report (Date of earliest event reported): July 22, 2016 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction of (Commission File Number)

BOULDER Zayo Group ANNOUNCES COMPLETION OF TERM LOAN REPRICING $361 Million Tranche Made Fungible With Existing Term Loan B-1

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REPRICING AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.1 2 zayo-20160722ex101b706b1.htm EX-10.1 Exhibit 10.1 EXECUTIVE VERSION REPRICING AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT REPRICING AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 22, 2016 (this “Amendment”), is entered into by and among Zayo Group, LLC, a Delaware limited liability company (“Zayo Group”), Zayo Capital, Inc., a Delaware corporation (“Zayo Capi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES 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 Date of report (Date of earliest event reported): May 20, 2016 Zayo Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36690 26-1398293 (State or Other Jurisdiction (Commission (I.R.S. Employer

Chris Morley named Chief Operating Officer of Zayo Group Matt Erickson, co-founder and co-Chief Operating Officer of Zayo Group to depart Zayo

zghEx991 Exhibit 99.1 Chris Morley named Chief Operating Officer of Zayo Group Matt Erickson, co-founder and co-Chief Operating Officer of Zayo Group to depart Zayo BOULDER, Colo. - May 31, 2016 - Zayo Group Holdings, Inc. (NYSE: ZAYO) announced today that co-Chief Operating Officer Chris Morley is being named Chief Operating Officer of Zayo Group, while co-COO and co-founder Matt Erickson will de

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36690 Zayo Group Holdings, Inc. (Exact Name

Three months ended

EX-99.1 2 zayo-20160505ex991176e4b.htm EX-99.1 Zayo Group Holdings, Inc. Reports Financial Results for the Third Fiscal Quarter Ended March 31, 2016 Third Fiscal Quarter 2016 Financial Highlights · $478.0 million of consolidated revenue, including $96.1 million from Zayo Canada (commencing with the January 15 close of the Allstream acquisition) · $242.8 million of adjusted EBITDA, including $18.2

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 zayo-20160505x8k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): May 5, 2016 Zayo Group Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-36690 26-1398293 (State or other jurisdiction

Major Network Expansions Update Zayo Group Holdings, Inc. April 28, 2016 NYSE: ZAYO @ZayoGroup

zghEx992 Exhibit 99.2 Major Network Expansions Update Zayo Group Holdings, Inc. April 28, 2016 NYSE: ZAYO @ZayoGroup Safe Harbor Information contained in this presentation that is not historical by nature constitutes ?forward-looking statements? which can be identified by the use of forward-looking terminology such as ?believes,? ?expects,? ?plans,? ?intends,? ?estimates,? ?projects,? ?could,? ?ma

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 zayo-20160428x8k.htm 8-K UNITED STATES 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 Date of report (Date of earliest event reported): April 28, 2016 Zayo Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36690 26-1398293 (State or Other Jurisdict