Zayo Group Holdings,Inc. (NYSE:ZAYO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into Material Definitive Agreement.
Indenture
On July5, 2017, Zayo Group, LLC (the “Company”), a wholly owned subsidiary of Zayo Group Holdings,Inc., and Zayo Capital,Inc. (“Zayo Capital” and together with the Company, the “Issuers”), closed a private offering (the “Notes Offering”) exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), of $300,000,000 aggregate principal amount of 5.750% senior notes due 2027 (the “Notes”) through an add-on to its existing issue. The Issuers intend to use the net proceeds from the Notes Offering to partially repay their outstanding $965.2 million tranche and $464.7 million tranche of term loans, each maturing on January19, 2024.
The Issuers issued the Notes under an indenture dated January27, 2017 (as supplemented, the “Indenture”) among the Issuers, the guarantors party thereto, and The Bank of New York Mellon Trust Company N.A., as trustee (the “Trustee”). The terms of the Notes include those set forth in the Indenture. The Notes will bear interest at the rate of 5.750% per year. Interest on the Notes is payable on January15 and July15 of each year, beginning on July15, 2017. The Notes will mature on January15, 2027. Before January15, 2022, the Issuers may redeem the Notes, in whole or in part, at a redemption price equal to 50% of their principal amount, plus accrued interest and a “make-whole” premium. At any time on or after January15, 2022, the Issuers may redeem the Notes, in whole or in part, at the applicable redemption prices set forth in the Indenture, plus accrued interest. In addition, before January15, 2020, the Issuers may redeem up to 40% of the aggregate of the Notes and the $1,350.0 million of its previously issued 5.750% senior notes due 2027 at a redemption price equal to 105.750% of their principal amount, plus accrued interest, using the proceeds of certain equity offerings.
The Indenture contains covenants that, among other things, restrict the ability of the Issuers and their restricted subsidiaries to incur additional indebtedness and issue preferred stock, pay dividends or make other distributions with respect to any equity interests, make certain investments or other restricted payments, create liens, sell assets, incur restrictions on the ability of the Issuers’ restricted subsidiaries to pay dividends or make other payments to the Issuers, consolidate or merge with or into other companies or transfer all or substantially all of their assets, engage in transactions with affiliates, and enter into sale and leaseback transactions. The terms of the Indenture include customary events of default.
The Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of the Company’s current and future domestic restricted subsidiaries and any other restricted subsidiaries of the Company that guarantee any indebtedness of the Issuers or any guarantor (the “Guarantors”). The Notes and the guarantees thereof (the “Guarantees”) will be the general unsecured obligations of the Issuers and the Guarantors and will rank equally in right of payment with all existing and future senior unsecured indebtedness of the Issuers and the Guarantors, rank senior in right of payment to all future indebtedness of the Issuers and the Guarantors that is by its terms expressly subordinated in right of payment to the Notes or the applicable Guarantee (if any), be effectively subordinated to the Issuers’ and the Guarantors’ secured indebtedness to the extent of the value of the collateral securing such indebtedness, and be structurally subordinated in right of payment to all future indebtedness and other liabilities of future subsidiaries of the Issuers and the Guarantors that do not guarantee the Notes, which will consist only of unrestricted subsidiaries and foreign subsidiaries that do not guarantee any of the Company’s other indebtedness.
The foregoing description of the Notes and the Indenture is qualified in its entirety by reference to the Indenture, a copy of which is filed as Exhibit4.1 to this Current Report on Form8-K and incorporated herein by reference.
