UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~PURSUANT~~ TO SECTION 13 OR 15 (d) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 20 31, ~~2015~~ 2020

Zayo Group ~~Holdings~~, ~~Inc.~~ LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-36690	26-1398293

(State or other jurisdictionof incorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

Delaware	333-169979	26-2012549
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

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

1821 30th Street, Unit A, 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)

Delaware		333-169979		26-201259
(State or other jurisdictionof incorporation or organization)		(CommissionFile Number)		(I.R.S. EmployerIdentification No.)

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:

¨ ☐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))

~~Item~~Securities ~~1.01.~~registered ~~Entry~~pursuant ~~into~~to aSection 12(b) of ~~Material~~the ~~Definitive Agreement.~~Act:

~~Indenture~~

OnTitle ~~January 23, 2015, Zayo Group, LLC (the “Company”), the primary operating subsidiary~~ of ~~Zayo~~each ~~Group~~class ~~Holdings,~~ ~~Inc.,~~ ~~and Zayo Capital, Inc., a direct wholly-owned subsidiary of the Company~~ TradingSymbol(~~“Zayo Capital” and together with the Company, the “Issuers”~~s), ~~completed~~ a ~~private~~Name ~~offering (the “Notes Offering”) exempt from registration under the Securities Act~~ of ~~1933,~~each asexchange ~~amended~~on (the “Securities Act”), of $700,000,000 aggregate principal amount of 6.00% senior unsecured notes due 2023 (the “Notes”). The net proceeds from the Notes Offering will be used to fund the purchase price to be paid in connection with the Company’s previously announced acquisition of the operating units of Latisys Holdings, LLC (the “Latisys Acquisition”) pursuant to a Stock Purchase Agreement dated January 13, 2015 (the “Acquisition Agreement”). Any excess net proceeds will be used for general corporate purposes, which ~~may~~registered ~~include repayment~~Not ofapplicable ~~indebtedness,~~ ~~acquisitions,~~ ~~working~~Not ~~capital~~applicable ~~and~~ ~~capital~~ ~~expenditures.~~Not applicable

The Issuers issued the Notes under an indenture (the “Indenture”) among the Issuers, the guarantors party thereto, and The Bank of New York Mellon Trust Company N.A., as trustee (the “Trustee”). The terms of the Notes include those set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes will bear interest at the rate of 6.00% per year. Interest on the Notes is payable on April 1 and October 1 of each year, beginning on October 1, 2015. The Notes will mature on April 1, 2023. At any time on or after April 1, 2018, the Issuers may redeem the Notes, in whole or in part, at the applicable redemption prices set forth in the Indenture, plus accrued interest. Before April 1, 2018, the Issuers may redeem the Notes, in whole or in part, at a redemption price equal to 100% of their principal amount, plus accrued interest and a “make-whole” premium. In addition, before April 1, 2018, the Issuers may redeem up to 40% of the Notes at a redemption price equal to 106.00% of their principal amount, plus accrued interest, using the proceeds of certain equity offerings. In the event the Acquisition Agreement is terminated or the Latisys Acquisition is not consummated on or prior to May 4, 2015, the Issuers will be required to redeem the Notes pursuant to a special mandatory redemption at a redemption price equal to the offering price of the Notes, plus accrued and unpaid interest to, but not including, the redemption date.

~~The~~Indicate ~~Indenture~~by ~~contains~~check ~~covenants~~mark ~~that,~~whether ~~among other things, restrict~~ the ~~ability~~registrant ofis ~~the~~an ~~Issuers~~emerging ~~and~~growth ~~their~~company ~~restricted~~as ~~subsidiaries~~defined toin ~~incur~~Rule 405 ~~additional~~of ~~indebtedness~~the ~~and~~Securities ~~issue~~Act ~~preferred~~of ~~stock;~~1933 ~~pay~~(§230.405 ~~dividends~~of orthis ~~make~~chapter) ~~other distributions with respect to any equity interests, make certain investments~~ or ~~other~~Rule 12b-2 ~~restricted payments, create liens, sell assets, incur restrictions on the ability~~ of the ~~Issuers’~~Securities ~~restricted~~Exchange ~~subsidiaries~~Act ~~to pay dividends or make other payments to the Issuers, consolidate or merge with or into other companies or transfer all or substantially all~~ of ~~their~~1934 ~~assets, engage in transactions with affiliates, and enter into sale and leaseback transactions~~(§240.12b-2 ~~The terms~~ of ~~the~~this ~~Indentures include customary events of default~~chapter).

~~The~~Emerging ~~Notes~~growth ~~will~~company be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of the Company’s current and future domestic restricted subsidiaries and any other restricted subsidiaries of the Company that guarantee any indebtedness of the Issuers or any guarantor (the “Guarantors”). The Notes and the guarantees thereof (the “Guarantees”) will be the general unsecured obligations of the Issuers and the Guarantors and will rank equally in right of payment with all existing and future senior unsecured indebtedness of the Issuers and the Guarantors, rank senior in right of payment to all future indebtedness of the Issuers and the Guarantors that is by its terms expressly subordinated in right of payment to the Notes or the applicable Guarantee (if any), be effectively subordinated to the Issuers’ and the Guarantors’ secured indebtedness to the extent of the value of the collateral securing such indebtedness, and be structurally subordinated in right of payment to all future indebtedness and other liabilities of future subsidiaries of the Issuers and the Guarantors that do not guarantee the Notes, which will consist only of unrestricted subsidiaries and foreign subsidiaries that do not guarantee any of the Company’s other indebtedness. ☐

~~The~~If ~~foregoing~~an ~~description~~emerging ofgrowth ~~the~~company, ~~Notes~~indicate ~~and~~by ~~the~~check ~~Indentures~~mark isif ~~qualified~~the inregistrant ~~its~~has ~~entirety~~elected ~~by reference~~not to use the ~~Indenture,~~extended atransition ~~copy~~period offor ~~which~~complying iswith ~~filed~~any asnew ~~Exhibit~~or ~~4.1~~revised tofinancial ~~this~~accounting ~~Current~~standards ~~Report~~provided onpursuant ~~Form~~to ~~8-K~~Section 13(a) ~~and~~of ~~incorporated~~the ~~herein~~Exchange ~~by reference~~Act. ◻

~~Registration Rights Agreement~~

On January 23, 2015, the Issuers, the Guarantors and Goldman Sachs & Co., as representative of the initial purchasers of the Notes, entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Issuers and the Guarantors agreed to file with the Commission a registration statement on the appropriate form under the Securities Act with respect to an offer to exchange the Notes (the “Exchange Offer Registration Statement”). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers and the Guarantors will offer to the beneficial owners of Notes who are able to make certain representations the opportunity to exchange their Notes for notes registered under the Securities Act (the “Exchange Notes”) that are substantially identical to the terms of the Notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the Notes will not apply to the Exchange Notes (the “Exchange Offer”). The Issuers and the Guarantors may be required to file a shelf registration statement to cover resales of the Notes under certain circumstances. If the Issuers do not consummate the exchange offer by January 23, 2016 or certain other conditions occur, the Registration Rights Agreement provides that additional interest will be payable on the Notes.

~~The~~Item ~~foregoing~~1.01 ~~description~~Entry ofinto ~~the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement,~~ a ~~copy~~Material ofDefinitive ~~which is filed as Exhibit 10~~Agreement.~~1 to this Current Report on Form 8-K and incorporated herein by reference.~~

~~Item~~As 2previously disclosed: (i) on May 8, 2019, Zayo Group Holdings, Inc.03 (“Holdings”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Front Range TopCo, Inc., ~~Creation~~a Delaware corporation (“Parent”), and Front Range BidCo, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“BidCo”), providing for the merger of BidCo with and into the Holdings (the “Merger”), with Holdings surviving the Merger as a ~~Direct~~wholly ~~Financial~~owned ~~Obligation~~subsidiary orof anParent; ~~Obligation~~and ~~under~~(ii) anon ~~Off~~January 17, 2020, in connection with the Merger Agreement, BidCo commenced cash tender offers for any and all of the outstanding 6.00% Senior Notes due 2023 (the “2023 Notes”), 6.375% Senior Notes due 2025 (the “2025 Notes”) and 5.750% Senior Notes due 2027 (the “2027 Notes” and, together with the 2023 Notes and 2025 Notes, the “Notes”), each co-~~Balance~~issued ~~Sheet~~by ~~Arrangement~~Zayo Group, LLC and Zayo Capital, Inc. (together, the “Issuers”). In connection with the tender offers, BidCo solicited consents of aholders ~~Registrant~~of each series of Notes to authorize the elimination of substantially all of the restrictive covenants and certain reporting obligations, certain events of default and related provisions contained in the applicable indenture (collectively, the “Indentures”) governing such Notes (the “Proposed Amendments”).

~~The~~On ~~information~~January in31, ~~Item~~2020, BidCo announced that the requisite ~~1.01~~consents had been received from holders of ~~this~~ ~~Current~~each ~~Report~~series isof ~~incorporated~~the byNotes ~~reference~~to ~~into~~authorize ~~this~~the ~~Item 2.03.~~Proposed Amendments to the Indentures.

~~Item~~Also 8on January 31, 2020, the Issuers, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.01A., ~~Other~~as ~~Events~~trustee under each of the Indentures, executed (i) a supplemental indenture with respect to the 2023 Notes (the “2023 Supplemental Indenture”), (ii) a supplemental indenture with respect to the 2025 Notes (the “2025 Supplemental Indenture”), and (iii) a supplemental indenture with respect to the 2027 Notes (collectively with the 2023 Supplemental Indenture and 2025 Supplemental Indenture, the “Supplemental Indentures”), in each case to effect the Proposed Amendments. The Proposed Amendments relating to each applicable series of Notes, however, will not become operative until BidCo has accepted for purchase Notes that have been validly tendered representing at least a majority of the aggregate principal amount of such series of Notes then outstanding pursuant to the applicable tender offer.

OnBidCo’s ~~January 20,~~obligation ~~2015,~~to consummate the ~~Company~~tender ~~issued~~offers ~~press~~is ~~releases~~subject ~~announcing~~to ~~(i)~~ the ~~commencement~~satisfaction or waiver of ~~and~~certain ~~(ii) the~~conditions, ~~pricing~~including, ofamong others, the ~~Notes Offering.~~substantially ~~Copies~~concurrent consummation of ~~these~~the ~~press~~Merger ~~releases~~on ~~are~~the ~~filed~~terms asand ~~Exhibits~~conditions ~~99.1~~set ~~and~~forth ~~99.2,~~in ~~respectively,~~the Merger Agreement and ~~are~~the ~~incorporated~~consummation ~~herein~~of bycertain ~~reference.~~debt financing.

~~On January 23,~~The ~~2015~~foregoing description of the ~~Company~~Supplemental ~~issued~~Indentures is a ~~press~~summary ~~release~~and ~~announcing~~is ~~the~~qualified ~~completion~~in ofits ~~the~~entirety ~~Notes~~by ~~Offering.~~reference Ato ~~copy~~the ofSupplemental ~~this~~Indentures, ~~press~~copies ~~release~~of iswhich ~~filed~~are attached hereto as ~~Exhibit~~Exhibits 994.1, 4.2 and 4.3 and isare incorporated ~~herein~~ by reference. into this Item 1.01.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
4.1		Indenture, dated as of January 23, 2015, among Zayo Group, LLC, Zayo Capital, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company N.A., as trustee.
10.1		Registration Rights Agreement, dated as of January 23, 2015, among Zayo Group, LLC, Zayo Capital, Inc., the guarantors party thereto, and Goldman Sachs & Co., as representative of the several initial purchasers listed therein.
99.1		Press Release dated January 20, 2015.
99.2		Press Release dated January 20, 2015.
99.3		Press Release dated January 23, 2015.

(d) Exhibits:

SIGNATURES


4.1	Eighth Supplemental Indenture, dated as of January 31, 2020, between Zayo Group, LLC and Zayo Capital, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.

4.2	Seventh Supplemental Indenture, dated as of January 31, 2020, between Zayo Group, LLC and Zayo Capital, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.

4.3	Fifth Supplemental Indenture, dated as of January 31, 2020, between Zayo Group, LLC and Zayo Capital, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.

~~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/ Ken desGarennes Name: Ken desGarennes Title: Chief Financial Officer~~

~~DATED: January 23, 2015~~ 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~~Pursuant ~~Group~~to the requirements of the Exchange Act, ~~LLC~~the ~~By:~~registrant ~~/s/~~has ~~Ken~~duly ~~desGarennes~~caused ~~Name:~~this ~~Ken~~report ~~desGarennes~~to ~~Title:~~be ~~Chief~~signed ~~Financial~~on ~~Officer~~its behalf by the undersigned hereunto duly authorized.

DATED: January 23, 2015


	Zayo Group, LLC

	By:	/s/ Matt Steinfort
		Matt Steinfort
		Chief Financial Officer
DATED: January 31, 2020

~~EXHIBIT INDEX~~

Exhibit No.		Description
4.1		Indenture, dated as of January 23, 2015, among Zayo Group, LLC, Zayo Capital, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company N.A., as trustee.
10.1		Registration Rights Agreement, dated as of January 23, 2015, among Zayo Group, LLC, Zayo Capital, Inc., the guarantors party thereto, and Goldman Sachs & Co., as representative of the several initial purchasers listed therein.
99.1		Press Release dated January 20, 2015.
99.2		Press Release dated January 20, 2015.
99.3		Press Release dated January 23, 2015.

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