Zayo Group Holdings, Inc. (NYSE:ZAYO) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On November 29, 2016, Zayo Group, LLC (Zayo), a Delaware limited
liability company and the primary operating subsidiary of Zayo
Group Holdings, Inc., entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with Electric Lightwave Parent,
Inc., a Delaware corporation (ELI), and ZELMS,Inc., a Delaware
corporation and a wholly owned subsidiary of Zayo (Merger Sub).

to the Merger Agreement, and subject to the terms and conditions
thereof, Merger Sub will merge with and into ELI, with ELI as the
surviving corporation and a wholly owned subsidiary of Zayo (the
“Merger”).The total consideration to be paid in connection with
the Merger is approximately $1.42 billion (including indebtedness
of ELI to be repaid at closing) and is subject to customary
working capital and other adjustments (the “Merger
Consideration”).The Merger is not subject to any financing
condition.

In connection with the Merger Agreement, Zayo has obtained a debt
commitment letter that, subject to customary closing conditions,
commits certain lenders to provide financing for Zayo in an
amount sufficient to permit Zayo to make all payments required to
be made by Zayo in connection with the closing of the Merger.

The obligation of Zayo and ELI to consummate the Merger is
subject to the satisfaction or waiver of closing conditions set
forth in the Merger Agreement, including, among others (i) the
approval of the holders of more than 75% of ELIs outstanding
shares (which condition, as of the date of this filing, has been
satisfied),(ii) the expiration or termination of any waiting
period applicable under the Hart-Scott Rodino Act and the receipt
of other regulatory approvals and (iii) the absence of a
“Material Adverse Effect” (as defined in the Merger Agreement)
with respect to ELI.

Each of ELI and Zayo has made customary representations and
warranties and covenants in the Merger Agreement, including
covenants to use their efforts to effect the transaction,
including securing required regulatory approvals. In addition,
ELI has agreed to other customary covenants, including, among
others, covenants to conduct its business in the ordinary course
during the interim period between the execution of the Merger
Agreement and the closing of the Merger.

Under the terms of the Merger Agreement, each of ELI and Zayo has
agreed to certain indemnification obligations with respect to the
representations and warranties and covenants made by each party
under the Merger Agreement.

The Merger Agreement contains termination rights for each of Zayo
and ELI, including, among other rights, if the Merger has not
been consummated by May 29, 2017.

Item 7.01. Regulation FD Disclosure.

On November 30, 2016, Zayo issued a press release announcing its
entry into the Merger Agreement The full text of this press
release is furnished on Exhibit 99.1 hereto and is incorporated
herein by reference.

Zayo will host a conference call today, November 30, at 8:00 a.m.
EST to discuss the Merger transaction. The conference call can be
accessed by dialing 800-909-4761 using conference ID: 21836860.A
live webcast of the conference call and associated investor
presentation will be available on the investor relations section
of Zayos website at http://investors.zayo.com.A copy of the
investor presentation is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.

The information furnished under this Item 7.01 of this Current
Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not
be deemed “filed” for purposes ofSection 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.

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 +0.89 at 35.60 with 2,404,845 shares trading hands.