Current Report Filing (8-k)

0001608249false00016082492020-02-272020-02-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of report (Date of earliest event reported): February 27, 2020

Zayo Group Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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Delaware	​	001-36690	​	26-1398293
(State or other jurisdiction of	​	(Commission File Number)	​	(I.R.S. Employer
incorporation or organization)	​	​	​	Identification No.)

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1821 30th Street, Unit A, Boulder, CO 80301

(Address of Principal Executive Offices)

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[phone]

(Registrant's Telephone Number, Including Area Code)

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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ZAYO	New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01 Other Events.

As previously disclosed, on January 17, 2020, in connection with the Agreement and Plan of Merger, dated as of May 8, 2019, by and among Zayo Group Holdings, Inc. (the “Company”), Front Range TopCo, Inc. and Front Range BidCo, Inc. (“BidCo”), BidCo commenced cash tender offers for any and all of the outstanding 6.00% Senior Notes due 2023, 6.375% Senior Notes due 2025 and 5.750% Senior Notes due 2027, each co-issued by Zayo Group, LLC and Zayo Capital, Inc.

On February 27, 2020, BidCo announced that it has further extended the expiration date of the cash tender offers from 12:00 midnight, New York City time, at the end of the day on February 28, 2020 to 8:30 a.m., New York City time, on March 9, 2020.

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SIGNATURE

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Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	Zayo Group Holdings, Inc.
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​	By:	/s/ Matt Steinfort
​	​	Matt Steinfort
​	​	Chief Financial Officer
DATED:  February 27, 2020	​	​

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