Zayo Group Holdings, Inc. (NYSE:ZAYO) Files An 8-K Completion of Acquisition or Disposition of Assets

Item2.01 Completion of Acquisition or Disposition of Assets.

On November 30, 2016, Zayo Group, LLC (Zayo) and its parent
company, Zayo Group Holdings, Inc. (the Company)each 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. (Electric Lightwave). On March1, 2017, the transactions
contemplated by the Merger Agreement were consummated at which
time Zayo acquired one hundred percent of the ownership interest
of Electric Lightwave for a purchase price of $1.42 billion,
subject to customary working capital and other adjustments. The
acquisition of Electric Lightwave was funded with proceeds from a
previously announced $650.0 million incremental term loan and
$800.0 million aggregate principal amount of 5.75% senior
unsecured notes due in 2027.

Electric Lightwave provides infrastructure and telecom services
primarily in the Western United States, has 8,100 route miles of
long haul fiber and 4,000 miles of dense metro fiber, with on-net
connectivity to more than 3,100 enterprise buildings and 100 data
centers.

The Merger Agreement is filed as Exhibit 2.1 to this Current
Report on Form 8-K. The Merger Agreement is included as an
exhibit to this Form 8-K to provide investors and security
holders with information regarding its terms. It is not intended
to provide any other factual information about Zayo, the Company,
Electric Lightwave or the other parties to the Merger Agreement.
The representations, warranties and covenants contained in the
Merger Agreement were made only for the purposes of the Merger
Agreement and as of a specific date; were solely for the benefit
of the parties to the Merger Agreement; may be subject to
limitations agreed upon by the contracting parties, including
being qualified by disclosure schedules made for the purposes of
allocating contractual risk between the parties thereto instead
of establishing these matters as facts; and may be subject to
standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Investors should
not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of
facts or conditions of Electric Lightwave or the other parties to
the Merger Agreement or any of their respective subsidiaries and
affiliates. Moreover, information concerning the subject matter
of the representations, warranties and covenants may change after
the date of the Merger Agreement, which subsequent information
may or may not be fully reflected in Zayos or the Companys public
disclosures.

Item 7.01 Regulation FD Disclosure.

On March 1, 2017, Zayo issued a press release announcing the
closing of the transactions contemplated by the Merger
Agreement.The full text of this press release is furnished as
Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished under this Item 7.01, including
Exhibit99.1, shall not be deemed filed for purposes of Section18
of the Securities Exchange Act of 1934, as amended (the Exchange
Act), and shall not be deemed incorporated by reference in any
filing with the SEC under the Exchange Act or the Securities Act
of 1933, as amended, whether made before or after the date hereof
and irrespective of any general incorporation language in any
such filings.

Item9.01. Financial Statements and Exhibits

The financial statements of Electric Lightwave and the pro forma
financial information related to the acquisition are not being
filed with this Current Report on Form 8-K. To the extent such
information is required by this Item, it will be filed by
amendment to this Current Report not later than 75 days after the
closing of the acquisition.

(d) Exhibits.

2.1*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 November 29, 2016.

About Zayo Group Holdings, Inc. (NYSE:ZAYO)

Zayo Group Holdings, Inc. is a provider of bandwidth infrastructure in the United States, Canada and Europe. The Company operates in five segments, including Dark Fiber Solutions, Network Connectivity, Colocation and Cloud Infrastructure, Zayo Canada and Other. Its key products include leased dark fiber, fiber to cellular towers and small cell sites, wavelength connections, Ethernet, Internet Protocol (IP) connectivity and cloud services. Its products and services enable high-bandwidth applications, such as cloud-based computing, video, mobile, social media and machine-to-machine connectivity. As of June 30, 2016 the Company owned fiber networks in 300 metro markets, including metro areas, such as New York, Chicago, San Francisco, Paris, and London, as well as smaller metro areas, such as Allentown, Pennsylvania, Fargo, North Dakota, and Spokane, Washington. The Company also provides its network-neutral colocation and interconnection services utilizing its own data centers.

Zayo Group Holdings, Inc. (NYSE:ZAYO) Recent Trading Information

Zayo Group Holdings, Inc. (NYSE:ZAYO) closed its last trading session up +1.27 at 32.79 with 3,614,782 shares trading hands.