October 14, 2014
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Zayo Group Holdings, Inc. (the “Company”) |
Registration Statement on Form S-1 (File No. 333-197215)
Ladies and Gentlemen:
As representatives of the several underwriters of the Company’s proposed public offering of up to 33,235,000 shares of common stock, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 3:00 p.m. (ED/ST) on October 16, 2014, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated October 10, 2014, through the date hereof:
Preliminary Prospectus dated October 10, 2014:
6,775 copies to prospective underwriters, institutional investors, dealers and others
The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934.
| Very truly yours, | ||
| MORGAN STANLEY & CO. LLC | ||
| BARCLAYS CAPITAL INC. | ||
| GOLDMAN, SACHS & CO. | ||
| As behalf of themselves and as Representatives of the several Underwriters | ||
| By: | MORGAN STANLEY & CO. LLC | |
| By: | /s/ John Tyree | |
| Name: | John Tyree | |
| Title: | Managing Director | |
| By: | BARCLAYS CAPITAL INC. | |
| By: | /s/ Victoria Hale | |
| Name: | Victoria Hale | |
| Title: | Vice President | |
| By: | GOLDMAN, SACHS & CO. | |
| By: | /s/ Matt Leavitt | |
| Name: | Matt Leavitt | |
| Title: | Managing Director | |
Signature Page to Acceleration Request Letter: Zayo Group Holdings, Inc.
