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EX-99.1 - PRESS RELEASE - ZAYO GROUP LLCd398692dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 15, 2012

 

 

ZAYO GROUP, LLC

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   333-169979   26-201259

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

400 Centennial Parkway, Suite 200, Louisville, CO 80027

(Address of Principal Executive Offices)

(303) 381-4683

(Registrant’s Telephone Number, Including Area Code)

 

 

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:

 

¨ 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))

 

 

 


Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure

On October 1, 2010, Zayo Group LLC (the “Company”) completed a merger with American Fiber Systems Holdings Corporation. In connection with the merger, the Company acquired an ownership interest in USCarrier Telecom Holdings LLC (“USCarrier”) consisting of 55% of the outstanding Class A membership units and 34% of the outstanding Class B membership units in USCarrier.

On August 15, 2012, the Company entered into a Unit Purchase Agreement (the “Agreement”) with US Carrier, USCarrier Telecom LLC, and other members of USCarrier (the “Sellers”) to purchase from the Sellers all remaining ownership units of USCarrier such that upon consummation of the acquisition, the Company will own 100 percent of the equity interest in USCarrier. The purchase price, which will be funded with cash on hand, is $13.5 million, subject to certain adjustments at closing and post-closing. The transaction, which is subject to customary approvals, is expected to close during the quarter ended December 31, 2012.

The acquired USCarrier business operates a 3,700 mile regional fiber network that connects major markets such as Atlanta, Jacksonville, Tallahassee, Nashville and Chattanooga along with 40 smaller cities throughout the Southeast region of the United States such as Macon and Savannah, Georgia and Mobile and Montgomery, Alabama. USCarrier provides transport services such as Ethernet and Wavelengths primarily to other telecommunications providers.

The Company issued a press release on August 16, 2012 announcing the entrance into the Agreement. A copy of the press release is filed as Exhibit 99.1 to this filing on Form 8-K and is incorporated by reference in this Item 7.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished with this Form 8-K:

 

Exhibit No.   

Description

99.1    Press Release dated August 16, 2012

The information contained under Item 7.01 and 9.01 of this filing on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Portions of this report may constitute “forward-looking statements” as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Additional information about issues that could lead to material changes in the Company’s performance is contained in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date hereof.

Investors should take into consideration, with respect to the Company, those risks and uncertainties discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011, as amended by the Form 10-K/A filed with the SEC on May 15, 2012 and in the Company’s Registration Statement on Form S-4, filed with the SEC on July 12, 2012, including those under the heading “Risk Factors.”


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ZAYO GROUP, LLC

By:

 

/s/ Ken desGarennes

  Ken desGarennes
  Chief Financial Officer

DATED: August 16, 2012


EXHIBIT INDEX

 

Exhibit No.   

Description

99.1    Press Release dated August 16, 2012