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): December 22, 2017

 

 

Zayo Group Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

1805 29th Street, Suite 2050, Boulder, CO 80301

(Address of Principal Executive Offices)

 

(303) 381-4683

(Registrant’s Telephone Number, Including Area Code)

 

 

Zayo Group, LLC

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

1805 29th Street, Suite 2050, Boulder, CO 80301

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

Item 1.01. Entry into a Material Definitive Agreement

 

On December 22, 2017, Zayo Group, LLC (the “Company”), a wholly owned subsidiary of Zayo Group Holdings, Inc. (“Holdings”), and Zayo Capital, Inc. entered into a Repricing Amendment No. 3 (the “Amendment”) to the Amended and Restated Credit Agreement dated as of May 6, 2015 (as amended, the “Credit Agreement”).  Per the terms of the Amendment, the Revolving Loan Facility under the Credit Agreement was repriced and will bear interest at a rate ranging from LIBOR plus 1.00% to LIBOR plus 1.75% per annum based upon the Company’s leverage ratio, which represents a downward adjustment of 100 basis points.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(a)              Exhibits.  

 

Exhibit No.		Description
10.1		Repricing Amendment No. 3 to Amended and Restated Credit Agreement, dated as of December 22, 2017, by and among Zayo Group, LLC, Zayo Capital, Inc., Morgan Stanley Senior Funding, Inc., as term facility administrative agent, SunTrust Bank, as revolving facility administrative agent, and the other lenders signatory thereto.

 

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SIGNATURES

 

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 Holdings, Inc.
	By:	/s/ Wendy Cassity
	Name:	Wendy Cassity
	Title:	Senior Vice President and General Counsel

 

DATED:  December 22, 2017

 

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/ Wendy Cassity
	Name:	Wendy Cassity
	Title:	Senior Vice President and General Counsel

 

DATED:  December 22, 2017

 

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