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 Colony, uniquely positioned to support Zayo in
growing its business
BOULDER, Colo. – May 8, 2019 – 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 it has signed a definitive merger agreement to be acquired by
affiliates of Digital Colony Partners (“Digital Colony”) and the EQT Infrastructure IV fund (“EQT”
or “EQT Infrastructure”). The transaction would result in Zayo transitioning from a public
company to a private company. Under the new ownership, the Zayo team would continue to
execute the Company’s strategy and remain headquartered in Boulder, Colorado.
Under the terms of the agreement, which was unanimously approved by Zayo’s Board of
Directors, shareholders will receive $35.00 in cash per share of Zayo’s common stock in a
transaction valued at $14.3 billion, including the assumption of $5.9 billion of Zayo’s net debt
obligations. The offer price represents a 32% premium to the volume-weighted price average of
the last six months of $26.44.
Dan Caruso, Zayo’s Chairman and CEO, said “Digital Colony and EQT share our vision that
Zayo’s Fiber Fuels Global Innovation. Both are experienced global investors in the
communications infrastructure space, and they appreciate our extraordinary fiber infrastructure
assets, our highly talented team and our strong customer base. I am confident this partnership
with EQT and Digital Colony will empower Zayo to accelerate its growth and strengthen its
industry leadership.”
Marc Ganzi, Managing Partner of Digital Colony, said “Zayo has a world-class digital
infrastructure portfolio, including a highly-dense fiber network in some of the world’s most
important metro markets. We believe the company has a unique opportunity to meet the
growing demand for data associated with the connectivity and backhaul requirements of a range
of customers. We are excited to work alongside the management team and EQT to grow the
business and expand its presence in the global market.”
“We are excited by the opportunity to team up with Zayo, in a transaction reflecting EQT’s
commitment to investing in market leading infrastructure companies whose innovations and
services are transforming society,” said Jan Vesely, Partner at EQT Partners, Investment
Advisor to EQT Infrastructure. “As one of the most active global infrastructure investors with a
demonstrated track record of success in the telecommunications and fiber industry, we are
confident that EQT, along with Digital Colony, are ideal partners for Zayo as the Company
embarks on its next phase of growth. We look forward to working closely with Zayo’s global
team, whose entrepreneurship, collaboration and customer partnerships are best in class.”
“Following a comprehensive review of strategic alternatives, the Zayo Board of Directors
concluded that the sale of Zayo to Digital Colony and EQT Infrastructure is in the best interest of
Zayo and all its stakeholders,” said Yancey Spruill, Zayo’s Lead Independent Director. “The
transaction delivers immediate and substantial value to shareholders and will strengthen Zayo’s
financial flexibility, enabling the company to increase investments and better position itself for
long-term growth and profitability.”
The closing of the deal is subject to customary conditions, including regulatory clearance and
Zayo shareholder approvals. The transaction is expected to close in the first half of calendar
2020.
Goldman Sachs and J.P. Morgan are serving as financial advisors to Zayo Group in connection
with the transaction and Skadden Arps is serving as legal counsel. Morgan Stanley and
Deutsche Bank are acting as financial advisors to Digital Colony and EQT Infrastructure, and
Simpson Thacher is serving as legal advisor.
For further information regarding all terms and conditions contained in the definitive merger
agreement, please see the Company’s form 8-K, which will be filed in connection with this
transaction.
For more information about Zayo, visit zayo.com.
About Zayo Group
Zayo Group Holdings, Inc. (NYSE: ZAYO) provides mission-critical bandwidth to the world’s
most impactful companies, fueling the innovations that are transforming our society. Zayo’s
130,000-mile network in North America and Europe includes extensive metro connectivity to
thousands of buildings and data centers. Zayo’s communications infrastructure solutions include
dark fiber, private data networks, wavelengths, Ethernet, dedicated Internet access, and
colocation services. Zayo owns and operates a Tier 1 IP Backbone and 51 carrier-neutral data
centers. Through its Cloudlink service, Zayo provides low latency private connectivity that
attaches enterprises to their public cloud environments. Zayo serves wireless and wireline
carriers, media, tech, content, finance, healthcare and other large enterprises. For more
information, visit zayo.com.
About Digital Colony
Digital Colony is a global investment firm dedicated to strategic opportunities in digital
infrastructure. The firm was launched in 2018 by Digital Bridge Holdings, LLC, a leading investor
in and operator of companies enabling the next generation of mobile and internet connectivity,
and Colony Capital, Inc. (NYSE: CLNY) a leading global real estate and investment
management firm. The firm brings together Digital Bridge’s industry, operational and investment
expertise in the telecommunications sector with Colony Capital’s 26 years of experience as a
global investment manager. For more information, please visit www.digitalcolony.com.
About EQT
EQT is a leading investment firm with more than EUR 61 billion in raised capital across 29 funds
and around EUR 40 billion in assets under management. EQT funds have portfolio companies
in Europe, Asia and the US with total sales of more than EUR 19 billion and approximately
110,000 employees. EQT works with portfolio companies to achieve sustainable growth,
operational excellence and market leadership. More info: www.eqtpartners.com.
Forward Looking Statements
Certain statements made herein, including, for example, statements regarding the benefits of
the transaction, certainty of the transaction, the anticipated timing of the transaction and future
results or expectations of the Company, are “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934
(the “Exchange Act”) and the Private Securities Litigation Reform Act of 1995. These
forward-looking statements typically include words such as “believes,” “expects,” “plans,”
“intends,” “estimates,” “projects,” “could,” “may,” “will,” “should,” or “anticipates” or the negatives
thereof, other variations thereon or comparable terminology. No assurance can be given that
future results expressed or implied by the forward-looking statements will be achieved, and
actual results may differ materially from those contemplated by the forward-looking statements.
Such statements are based on management’s current expectations and beliefs and are subject
to a number of risks and uncertainties that could cause actual results to differ materially from
those expressed or implied by the forward-looking statements, many of which are beyond our
control, and are not guarantees of future results or achievements. Consequently, no
forward-looking statements may be guaranteed and there can be no assurance that the actual
results or developments anticipated by such forward looking statements will be realized or, even
if substantially realized, that they will have the expected consequences to, or effects on, the
Company or its businesses or operations. As a result, you should not place undue reliance on
any such statements and caution must be exercised in relying on forward-looking statements.
The following factors, among others, could cause actual results to differ materially from those
described in these forward-looking statements: the occurrence of any event, change or other
circumstances that could give rise to the delay or termination of the Merger Agreement; the
outcome or length of any legal proceedings that have been, or will be, instituted related to the
Merger Agreement; the inability to complete the Merger due to the failure to timely or at all
obtain stockholder approval for the Merger or the failure to satisfy other conditions to completion
of the Merger, including the receipt on a timely basis or at all of any required regulatory
clearances related to the Merger; the failure of Parent to obtain or provide on a timely basis or at
all the necessary financing as set forth in the equity commitment letter delivered pursuant to the
Merger Agreement; risks that the proposed transaction disrupts current plans and operations
and the potential difficulties in employee retention as a result of the Merger; the effects of local
and national economic, credit and capital market conditions on the economy in general; and the
other risks and uncertainties described herein, as well as those risks and uncertainties
discussed from time to time in our other reports and other public filings with the Securities and
Exchange Commission (the “SEC”) as described below. The foregoing review of important
factors that could cause actual events to differ from expectations should not be construed as
exhaustive.
Additional information concerning these and other factors that could affect our forward-looking
statements, see our risk factors, as they may be amended from time to time, set forth in our
filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended June
30, 2018, and our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2018
and December 31, 2018. Our SEC filings are available publicly on the SEC’s website at
www.sec.gov, on the Company’s website at https://investors.zayo.com or by contacting the
investor relations department of the Company. Except to the extent required by applicable law,
we disclaim any obligation to update any forward-looking statement, whether as a result of new
information, future events or otherwise.
Additional Information about the Proposed Merger And Where To Find It
In connection with the proposed Merger, the Company will file a proxy statement on Schedule
14A with the SEC. Additionally, the Company plans to file other relevant materials with the SEC
in connection with the proposed Merger. This press release is not a substitute for the proxy
statement or any other document which the Company may file with the SEC. The definitive
proxy statement will be sent or given to the stockholders of the Company and will contain
important information about the proposed Merger and related matters. INVESTORS IN AND
SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR
FURNISHED OR WILL BE FILED OR WILL BE FURNISHED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED MERGER BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER, RELATED MATTERS AND THE
PARTIES TO THE MERGER. The materials to be filed by the Company with the SEC may be
obtained free of charge at the SEC’s website at www.sec.gov or by contacting the investor
relations department of the Company.
Participants in the Solicitation
This press release does not constitute a solicitation of a proxy from any stockholder with respect
to the proposed Merger. However, the Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from Company stockholders in
connection with the proposed Merger. Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests of the Company’s executive officers
and directors in the solicitation by reading the Company’s Annual Report on Form 10-K for the
fiscal year ended June 30, 2018, the Company’s definitive proxy statement on Schedule 14A for
the 2018 Annual Meeting of Stockholders and the proxy statement and other relevant materials
filed with the SEC in connection with the Merger if and when they become available. Additional
information concerning the interests of the Company’s participants in the solicitation, which may,
in some cases, be different than those of the Company’s stockholders generally, will be set forth
in the proxy statement relating to the Merger when it becomes available. You may obtain free
copies of these documents as described in the preceding paragraph filed, with or furnished to
the SEC. All such documents, when filed or furnished, are available free of charge at the SEC’s
website at www.sec.gov or by contacting the investor relations department of the Company.
For Zayo: Brad Korch, Investor Relations
720-306-7556
IR@zayo.com
For Digital Colony Partners: Alex Stanton / Charlyn Lusk, Stanton
212-780-0701/646-502-3549
astanton@stantonprm.com / clusk@stantonprm.com
For EQT: Stephanie Greengarten
646-687-6810
stephanie.greengarten@eqtpartners.com
Daniel Yunger / Cathryn Vaulman, Kekst CNC
212-521-4800
daniel.yunger@kekstcnc.com / cathryn.vaulman@kekstcnc.com
