Zayo Announces Definitive Agreement to be Acquired by Digital Colony and EQT

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.–(BUSINESS WIRE)–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
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
letters 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 in any subsequent Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K or other filings with the SEC. 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.

Contacts

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

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