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): April 28, 2016
Zayo Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 001-36690 |
| 26-1398293 |
(State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
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)
Delaware |
| 333-169979 |
| 26-2012549 |
(State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification 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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
◻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 7.01. | Regulation FD Disclosure |
On April 28, 2016, Zayo Group Holdings Inc. (the “Company), the parent company of Zayo Group LLC (“Zayo”), uploaded two presentations to its website. The presentations can be found on the Company’s website at the following path: http://investors.zayo.com/events-and-presentations . The presentations address updates to the Company’s major network expansions and the Company’s recent acquisition of Allstream, Inc. The Company may rely on all or part of these presentations any time we are discussing the current state of the Company in communications with investors or at conferences. Copies of the presentations are attached to this Current Report on Form 8-K as Exhibit 99.1 and 99.2.
By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company and Zayo make no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
Item 9.01. | Financial Statements and Exhibits |
(a) | Exhibits. The following exhibit is furnished with this Form 8-K: |
Exhibit No. |
| Description |
99.1 |
| Presentation on the Company’s Major Network Expansions. |
99.2 |
| Presentation on the Company’s Recent Acquisition of Allstream, Inc. |
The information contained under Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
Portions of this report may constitute “forward-looking statements” as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Additional information about issues that could lead to material changes in the Company's performance is contained in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date hereof.
Investors should take into consideration, with respect to the Company and Zayo, those risks and uncertainties discussed in each registrants’ Annual Report on Form 10-K for the year ended June 30, 2015 and each registrants’ Quarterly Report on Form 10-Q for the quarter ended December 31, 2015, including but not limited to those under the heading "Risk Factors" to the extent each heading is included therein.
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.
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| Zayo Group Holdings, Inc. | ||
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| By: |
| /s/ Ken desGarennes |
| Name: |
| Ken desGarennes |
| Title: |
| Chief Financial Officer |
DATED: April 28, 2016
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| Zayo Group, LLC | ||
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| By: |
| /s/ Ken desGarennes |
| Name: |
| Ken desGarennes |
| Title: |
| Chief Financial Officer |
DATED: April 28, 2016