UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
ZAYO GROUP HOLDINGS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
98919V105
(CUSIP Number)
December 31, 2014
(Date of Event which Requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 98919V105 | Schedule 13G | Page 1 of 11 |
| 1 | NAMES OF REPORTING PERSONS
GTCR Fund X/A LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
22,631,364 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
22,631,364 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,631,364 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.5% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 2 of 11 |
| 1 | NAMES OF REPORTING PERSONS
GTCR Fund X/C LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
6,477,715 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
6,477,715 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,477,715 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 3 of 11 |
| 1 | NAMES OF REPORTING PERSONS
GTCR Co-Invest X LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
199,858 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
199,858 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,858 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 4 of 11 |
| 1 | NAMES OF REPORTING PERSONS
GTCR Investors (CII) LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
16,345,368 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
16,345,368 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,345,368 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 5 of 11 |
| 1 | NAMES OF REPORTING PERSONS
GTCR Partners X/A&C LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
45,454,447 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
45,454,447 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,454,447 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.0% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 6 of 11 |
| 1 | NAMES OF REPORTING PERSONS
GTCR Investment X LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
45,654,305 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
45,654,305 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,654,305 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.1% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 98919V105 | Schedule 13G | Page 7 of 11 |
| ITEM 1. (a) | Name of Issuer: |
Zayo Group Holdings, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
1805 29th Street, Suite 2050
Boulder, CO 80301
| ITEM 2. (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
GTCR Fund X/A LP
GTCR Fund X/C LP
GTCR Co-Invest X LP
GTCR Investors (CII) LP
GTCR Partners X/A&C LP
GTCR Investment X LLC
| (b) | Address of Principal Business Office: |
The business address of each of the Reporting Persons is c/o GTCR Golder Rauner II, LLC, 300 North LaSalle Street, Suite 5600, Chicago, IL 60654.
| (c) | Citizenship: |
| GTCR Fund X/A LP | Delaware | |
| GTCR Fund X/C LP | Delaware | |
| GTCR Co-Invest X LP | Delaware | |
| GTCR Investors (CII) LP | Delaware | |
| GTCR Partners X/A&C LP | Delaware | |
| GTCR Investment X LLC | Delaware |
| (d) | Title of Class of Securities: |
Common stock, $0.001 par value per share (“Common Stock”).
| (e) | CUSIP Number: |
98919V105
| CUSIP No. 98919V105 | Schedule 13G | Page 8 of 11 |
| ITEM 3. |
Not applicable.
| ITEM 4. | Ownership. |
Ownership (a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2014, based upon 239,008,679 shares of the Issuer’s Common Stock outstanding as of November 10, 2014.
| Reporting Person | Amount beneficially owned | Percent of class | Sole power to vote or to direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition of | Shared power to dispose or to direct the disposition of | ||||||||||||||||||
GTCR Fund X/A LP | 22,631,364 | 9.5 | % | 0 | 22,631,364 | 0 | 22,631,364 | |||||||||||||||||
GTCR Fund X/C LP | 6,477,715 | 2.7 | % | 0 | 6,477,715 | 0 | 6,477,715 | |||||||||||||||||
GTCR Co-Invest X LP | 199,858 | 0.1 | % | 0 | 199,858 | 0 | 199,858 | |||||||||||||||||
GTCR Investors (CII) LP | 16,345,368 | 6.8 | % | 0 | 16,345,368 | 0 | 16,345,368 | |||||||||||||||||
GTCR Partners X/A&C LP | 45,454,447 | 19.0 | % | 0 | 45,454,447 | 0 | 45,454,447 | |||||||||||||||||
GTCR Investment X LLC | 45,654,305 | 19.1 | % | 0 | 45,654,305 | 0 | 45,654,305 | |||||||||||||||||
Consists of (i) 22,631,364 shares held of record by GTCR Fund X/A LP; (ii) 6,477,715 shares held of record by GTCR Fund X/C LP; (iii) 199,858 shares held of record by GTCR Co-Invest X LP; and (iv) 16,345,368 shares held of record by GTCR Investors (CII) LP (collectively, the “GTCR Shareholders”). GTCR Partners X/A&C LP is the general partner of each of GTCR Fund X/A LP, GTCR Fund X/C LP and GTCR Investors (CII) LP. GTCR Investment X LLC is the general partner of each of GTCR Co-Invest X LP and GTCR Partners X/A&C LP. GTCR Investment X LLC is managed by an eight-member board of managers (the “GTCR Board of Managers”). Each of the foregoing entities and the individual members of the GTCR Board of Managers disclaims beneficial ownership of the shares held of record by the GTCR Shareholders.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| CUSIP No. 98919V105 | Schedule 13G | Page 9 of 11 |
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certifications. |
Not applicable.
| CUSIP No. 98919V105 | Schedule 13G | Page 10 of 11 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 12, 2015
| GTCR FUND X/A LP | ||
| By: GTCR Partners X/A&C LP, its general partner | ||
| By: GTCR Investment X LLC, its general partner | ||
| By: | /s/ Jeffrey S. Wright | |
| Name: | Jeffrey S. Wright | |
| Title: | Associate General Counsel | |
| GTCR FUND X/C LP | ||
| By: GTCR Partners X/A&C LP, its general partner | ||
| By: GTCR Investment X LLC, its general partner | ||
| By: | /s/ Jeffrey S. Wright | |
| Name: | Jeffrey S. Wright | |
| Title: | Associate General Counsel | |
| GTCR CO-INVEST X LP | ||
| By: GTCR Investment X LLC, its general partner | ||
| By: | /s/ Jeffrey S. Wright | |
| Name: | Jeffrey S. Wright | |
| Title: | Associate General Counsel | |
| GTCR INVESTORS (CII) LP | ||
| By: GTCR Partners X/A&C LP, its general partner | ||
| By: GTCR Investment X LLC, its general partner | ||
| By: | /s/ Jeffrey S. Wright | |
| Name: | Jeffrey S. Wright | |
| Title: | Associate General Counsel | |
| GTCR PARTNERS X/A&C LP | ||
| By: GTCR Investment X LLC, its general partner | ||
| By: | /s/ Jeffrey S. Wright | |
| Name: | Jeffrey S. Wright | |
| Title: | Associate General Counsel | |
| CUSIP No. 98919V105 | Schedule 13G | Page 11 of 11 |
| GTCR INVESTMENT X LLC | ||
| By: | /s/ Jeffrey S. Wright | |
| Name: | Jeffrey S. Wright | |
| Title: | Associate General Counsel | |
LIST OF EXHIBITS
Exhibit No. | Description | |
| 99 | Joint Filing Agreement | |
