8-K

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): June 15, 2012

ZAYO GROUP, LLC

(Exact name of registrant as specified in its charter)

Delaware	333-169979	26-201259
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

400 Centennial Parkway, Suite 200, Louisville, CO 80027

(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 1.01. Entry into a Material Definitive Agreement.

On June 18, 2012, Zayo Group, LLC (the “Company”) and Zayo Capital, Inc. (“Zayo Capital”) announced that in connection with their cash tender offer for any and all their $350 million outstanding aggregate principal amount of 10.25% Senior Secured First-Priority Notes (the “Notes”) and related consent solicitation to amend certain provisions of the Indenture dated as of March 12, 2010 (as amended and supplemented, the “Indenture”) governing the Notes, the Company, Zayo Capital, the guarantors party thereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee, executed a Seventh Supplemental Indenture on June 15, 2012 (the “Seventh Supplemental Indenture”). The Seventh Supplemental Indenture was entered into to implement amendments for which consents from the holders of at least 75% in principal amount of the Notes were received in connection with the tender offer and consent solicitation. The amendments contained in the Seventh Supplement Indenture eliminate most of the restrictive covenants and certain of the events of default in the Indenture and release the collateral securing the obligations under the Notes. The Seventh Supplemental Indenture provides that although it became effective immediately upon its execution and delivery, the amendments contained therein and described above will not become operative until at least 75% of the aggregate principal amount of the outstanding Notes are purchased in the tender offer.

The foregoing description of the Seventh Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Seventh Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K.

Item 3.03. Material Modification to Rights of Security Holders.

The information in Item 1.01 of this Current Report is incorporated by reference into this Item 3.03.

Item 8.01. Other Events.

On June 18, 2012, the Company issued a press release announcing that as of 5:00 p.m., New York City time, on June 15, 2012, $347 million or approximately 99% of the outstanding principal amount on the Notes had been validly tendered and not validly withdrawn pursuant to the previously announced cash tender offer and consent solicitation. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
4.1	Seventh Supplemental Indenture, dated as of June 15, 2012, among Zayo Group, LLC, Zayo Capital, Inc., the guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee.
99.1	Press Release dated June 18, 2012.

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 GROUP, LLC
By:	/s/ Ken desGarennes
Name: Ken desGarennes
Title: Chief Financial Officer

DATED: June 19, 2012

EXHIBIT INDEX

Exhibit No.	Description
4.1	Seventh Supplemental Indenture, dated as of June 15, 2012, among Zayo Group, LLC, Zayo Capital, Inc., the guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee.
99.1	Press Release dated June 18, 2012.

EX-4.1

Exhibit 4.1

EXECUTION VERSION

SEVENTH SUPPLEMENTAL INDENTURE

THIS SEVENTH SUPPLEMENTAL INDENTURE (the “Seventh Supplemental Indenture”) is dated as of June 15, 2012, by and among Zayo Group, LLC, a Delaware limited liability company (the “Company”), Zayo Capital, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the subsidiaries of the Issuers set forth on the signature page hereto, as guarantors (the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

WITNESSETH:

WHEREAS, Issuers, the Guarantors and the Trustee have heretofore executed and delivered to the Trustee an indenture, dated as of March 12, 2010 (the “Base Indenture”), among the Issuers, the Guarantors party thereto and the Trustee, as amended and supplemented by the First Supplemental Indenture, dated as of September 13, 2010 (the “First Supplemental Indenture”), between Zayo Fiber Solutions, LLC and the Trustee, the Second Supplemental Indenture, dated as of September 20, 2010 (the “Second Supplemental Indenture”), among the Issuers, the Guarantors party thereto and the Trustee, the Third Supplemental Indenture, dated as of November 5, 2010 (the “Third Supplemental Indenture”), among American Fiber Systems Holding Corp., American Fiber Systems, Inc. and the Trustee, the Fourth Supplemental Indenture, dated as of December 1, 2011 (the “Fourth Supplemental Indenture”), among the Issuers, the Guarantors party thereto and the Trustee, the Fifth Supplemental Indenture, dated as of December 1, 2011 (the “Fifth Supplemental Indenture”), among the Guarantor Subsidiaries party thereto and the Trustee, the Sixth Supplemental Indenture, dated as of May 1, 2012 (the “Sixth Supplemental Indenture”), among the Issuers, Control Room Technologies, LLC, Arialink Telecom, LLC, Arialink Services, LLC, Lansing Fiber Communications, LLC, Allegan Fiber Communications, LLC and the Trustee (such Base Indenture, as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, the “Indenture”).

WHEREAS, the Indenture provides for the issuance of an unlimited aggregate principal amount of 10.25% Senior Secured First-Priority Notes due 2017 (the “Notes”);

WHEREAS, the Issuers would like to effect various amendments to the Indenture;

WHEREAS, pursuant to Section 9.02 of the Indenture, the Issuers, each Guarantor party thereto, and the Trustee, as applicable, may amend or supplement the Indenture, with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), excluding Notes held by Affiliates of the Issuers;

WHEREAS, pursuant to Section 9.02 of the Indenture, provisions of the Indenture or any Security Document relating to the release of substantially all of the Collateral from the Liens of the Notes may be amended, or waived, with the consent of the Holders of at least 75% in aggregate principal amount of the Notes then outstanding (excluding Notes held by Affiliates of the Issuers);

WHEREAS, the Issuers have been soliciting consents to this Seventh Supplemental Indenture upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated June 4, 2012 (as amended, the “Offer to Purchase”) and the related letter of transmittal and consent that applies to the Notes;

WHEREAS, pursuant to and in accordance with Section 9.02 of the Indenture, the Issuers have obtained, on or prior to the date hereof, the consent of at least 75% in aggregate principal amount of the Notes then outstanding (excluding Notes held by affiliates of the Issuers) to the amendments to the Indenture and the release of the Collateral as set forth in this Seventh Supplemental Indenture; and

WHEREAS, the entry into this Seventh Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture and all things necessary to make this Seventh Supplemental Indenture a valid indenture and agreement according to its terms have been done.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2

(2) Deleted Provisions.

(a) The following Sections of the Indenture, and any corresponding provisions in the Notes, shall be deleted in their entirety and replaced with “Intentionally Omitted”, and all references made thereto throughout the Indenture and the Notes shall be deleted in their entirety:

Section Reference	Description of Provision
Section 4.03	Limitation on Indebtedness
Section 4.04	Limitation on Restricted Payments
Section 4.05	Limitation on Transactions with Affiliates
Section 4.06	Limitation on Liens
Section 4.07	Limitation on Sale of Assets
Section 4.08	Future Subsidiary Note Guarantees
Section 4.09	Purchase of Notes upon a Change of Control
Section 4.10	Limitation on Sale and Leaseback Transactions
Section 4.11	Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
Section 4.12	Designation of Restricted and Unrestricted Subsidiaries
Section 4.13	Business Activities
Section 4.14	Payments for Consent
Section 4.17	Maintenance of Insurance
Section 4.18	Maintenance of Properties
Section 10.01	Intercreditor Agreement
Section 10.02	Relative Rights
Section 11.01	Security Documents
Section 11.02	Collateral Agent and Trustee
Section 11.03	Authorization of Actions to Be Taken
Section 11.04	Release of Collateral
Section 11.05	Filing, Recording and Opinions
Section 11.06	Powers Exercisable by Receiver or Trustee
Section 11.07	Voting
Section 11.08	Blocked Account Agreements
Section 11.09	After-Acquired Property
Section 11.10	Release upon Termination of the Issuer’s Obligations
Section 11.11	Collateral Agent as Third Party Beneficiary

(b) Clauses (3), (5), (6) and (10) of Section 6.01 of the Indenture (Events of Default), and any corresponding provisions in the Notes, shall be deleted in their entirety and replaced with “Intentionally Omitted”, and all references made thereto throughout the Indenture and the Notes shall be deleted in their entirety.

(c) Clauses (3), (6), (7) and (8) of Section 5.01(a) of the Indenture and clauses (A), (B) and (C) of each of Section 5.01(b)(2)(a) and Section 5.01(b)(2)(b) of the Indenture, and any corresponding provisions in the Notes, shall be deleted in their entirety and replaced with “Intentionally Omitted”, and all references made thereto throughout the Indenture and the Notes shall be deleted in their entirety.

(d) Any definitions used exclusively in the provisions of the Indenture deleted pursuant to paragraphs (a), (b) and (c) of this clause (2) are hereby deleted in their entirety from the Indenture.

3

(3) Amendments.

(a) Section 4.15 of the Indenture shall also be amended and restated to read entirely as follows:

“The Issuers will (i) furnish to the Trustee and (ii) upon request, furnish to beneficial owners and prospective investors copies of the annual reports and of the information, documents, and other reports required by Section 314 of the Trust Indenture Act, in each case within the time periods specified in the SEC’s rules and regulations.”

(b) Clause (4) of Section 6.01 of the Indenture shall also be amended and restated to read entirely as follows:

“failure by the Company or any Restricted Subsidiary for 60 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes outstanding to comply with Section 5.01 of this Indenture;”

(c) Clause (8) of Section 6.01 of the Indenture shall also be amended and restated to read entirely as follows:

“there shall have been the entry of decree or order that remains unstayed and in effect for 60 consecutive days by court of competent jurisdiction under any applicable Bankruptcy Code (a) for relief in an involuntary case or proceeding in respect of such Issuer or (b) adjudging the Issuers bankrupt or insolvent or (c) seeking reorganization, arrangement, adjustment or composition under any applicable federal or state law of or in respect of the Issuers or (d) appointing custodian of such Issuer or of substantially all of the assets of such Issuer or ordering the winding up or liquidation of their affairs;”

(d) Clause (9) of Section 6.01 of the Indenture shall be amended and restated to read entirely as follows:

“such Issuer (a) commences a voluntary case or proceeding, under any applicable Bankruptcy Code or any other case or proceeding to be adjudicated bankrupt or insolvent, (b) consents to the entry of a decree or order for debt relief in an involuntary case or proceeding under any applicable Bankruptcy Code or to the commencement of any bankruptcy or insolvency case or proceeding against it, (c) files a petition or answer or consent seeking reorganization or debt relief under any Bankruptcy Code or applicable federal or state insolvency law, (d) consents to the filing of such petition for the appointment of, or taking possession by, a custodian of such Issuer or of substantially all of its assets, (e) makes an assignment for the benefit of creditors, (f) admits in writing its inability to pay its debts generally as they become due or (g) takes any corporate action to authorize any such actions in this clause (9); or”

(4) Amendments to Notes. Subject to Section 8 hereof, the Notes are hereby deemed to be amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Seventh Supplemental Indenture.

(5) Confirmation of Indenture. The Indenture, as supplemented and amended by this Seventh Supplemental Indenture, is in all respects ratified and confirmed and, except as specifically amended herein, all other terms and provisions of the Indenture shall remain unchanged and in full force and effect. The Indenture, this Seventh Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument. The execution and delivery of this Seventh Supplemental Indenture complies with the Trust Indenture Act.

4

(6) Concerning the Trustee. In carrying out the Trustee’s responsibilities hereunder, the Trustee shall have all of the rights, protections and immunities which it possesses under the Indenture. The recitals contained herein shall be taken as the statements of the Issuers, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Seventh Supplemental Indenture.

(7) Further Actions. The Issuers hereby authorize and direct the Trustee, and the Trustee hereby agrees at the sole cost and expense of the Issuers, to promptly take such actions, and execute all such documents to which it is a party, agreements and instruments (in form and substance reasonably satisfactory to the Trustee), as may be necessary or appropriate, including without limitation, under the Security Documents, to effect the amendments to the Indenture and the release of Collateral as set forth in this Seventh Supplemental Indenture.

(8) Effectiveness. The provisions of this Seventh Supplemental Indenture shall be effective immediately upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of Section 2 and Section 3 of this Seventh Supplemental Indenture shall become operative only upon the Issuers’ delivery of an Officer’s Certificate to the Trustee certifying as to the acceptance for purchase by the Issuer of at least 75% in principal amount of the outstanding Notes (excluding any Notes owned by the Issuers or any affiliates of the Issuers) pursuant to the Offer to Purchase.

(9) Governing Law. THIS SEVENTH SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(10) Counterparts. The parties may sign any number of copies of this Seventh Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(11) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(12) Successors. All agreements of each Issuer in this Seventh Supplemental Indenture shall bind its successors, except as otherwise provided in the Indenture. All agreements of the Trustee in this Seventh Supplemental Indenture shall bind its successors.

(13) Severability. Any provision of this Seventh Supplemental Indenture which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

[Signature pages follow]

5

IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed all as of the day and year first above written.

THE ISSUERS:

ZAYO GROUP, LLC
By:	/s/ Ken desGarennes
Name: Ken desGarennes Title: Vice President, Chief Financial Officer
ZAYO CAPITAL, INC.
By:	/s/ Ken desGarennes
Name: Ken desGarennes Title: Vice President, Chief Financial Officer

Seventh Supplemental Indenture

THE GUARANTORS:

ZAYO COLOCATION INC.

FIBERNET TELECOM, INC.

LOCAL FIBER, LLC

AMERICAN FIBER SYSTEMS HOLDING CORP.

AMERICAN FIBER SYSTEMS, INC.

360NETWORKS HOLDINGS (USA) INC.

360NETWORKS (USA) INC.

360NETWORKS LLC

360NETWORKS ILLINOIS LLC

360NETWORKS IOWA LLC

360NETWORKS KENTUCKY LLC

360NETWORKS LOUISIANA LLC

360NETWORKS MICHIGAN LLC

360NETWORKS MISSISSIPPI LLC

360NETWORKS TENNESSEE LLC

NORTHERN COLORADO TELECOMMUNICATIONS LLC

CONTROL ROOM TECHNOLOGIES, LLC

ARIALINK TELECOM, LLC

ARIALINK SERVICES, LLC

LANSING FIBER COMMUNICATIONS, LLC

ALLEGAN FIBER COMMUNICATIONS, LLC

By:	/s/ Ken desGarennes
Name: Ken desGarennes Title: Chief Financial Officer, Treasurer

Seventh Supplemental Indenture

THE TRUSTEE:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:	/s/ Melonee Young
Name: Melonee Young
Title: Vice President

Seventh Supplemental Indenture

EX-99.1

Exhibit 99.1

ZAYO ANNOUNCES EARLY TENDER RESULTS OF CASH TENDER OFFER AND RELATED CONSENT SOLICITATION

LOUISVILLE, Colo. – June 18, 2012 – Zayo Group, LLC and Zayo Capital, Inc. (collectively, “Zayo”) announced today that in connection with their cash tender offer and consent solicitation (the “Tender Offer ”) for any and all of their $350 million outstanding aggregate principal amount of 10.25% Senior Secured First-Priority Notes due 2017 (the “Notes”), as of 5:00 p.m., New York City time, on June 15, 2012 (the “Consent Payment Deadline”), $347 million aggregate principal amount of the Notes had been validly tendered and not validly withdrawn, which represented approximately 99% of the outstanding principal amount of the Notes. Based on such tenders, consents have been validly delivered and not validly revoked in respect of more than 75% of the outstanding principal amount of the Notes (excluding any Notes owned by Zayo or its affiliates), which is sufficient to approve the proposed amendments to the indenture governing the Notes (the “Indenture”) that would eliminate most of the restrictive covenants, eliminate certain events of default applicable to the Notes and release all the collateral securing the obligations under the Notes. As a result, Zayo, the guarantors of the Notes and the trustee under the Indenture have executed a supplemental indenture to amend the Indenture to give effect to the proposed amendments, provided, however, that the proposed amendments will not become operative until Zayo purchases at least 75% of the aggregate principal amount of the outstanding Notes (excluding any Notes owned by Zayo or its affiliates) in the Tender Offer. Pursuant to the Tender Offer, withdrawal rights expired at 5:00 p.m., New York City time, on June 15, 2012. Notes tendered and consents delivered pursuant to the Tender Offer may no longer be withdrawn.

The Tender Offer is being made upon the terms and subject to the conditions described in the Offer to Purchase and Consent Solicitation Statement dated June 4, 2012 (as amended, the “Offer to Purchase”) and the related letter of transmittal and consent. The Tender Offer will expire at midnight (one minute after 11:59 p.m.), New York City time, on June 29, 2012, unless extended or earlier terminated (the “Expiration Time”).

Holders who validly tendered their Notes and provided their consents to the proposed amendments to the Indenture at or prior to the Consent Payment Deadline are eligible to receive the total consideration offered in the Tender Offer equaling $1,112.74 per $1,000 principal amount of the Notes, which includes a consent payment of $30.00 per $1,000 principal amount of the Notes. Holders who validly tender their Notes after the Consent Payment Deadline, but at or prior to the Expiration Time, will be eligible to receive the tender offer consideration offered in the Tender Offer, which equals $1,082.74 per $1,000 principal amount of the Notes, but will not be eligible to receive the consent payment. In addition, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest on their purchased Notes up to, but not including, the applicable settlement date for such Notes.

Zayo may choose to settle any Notes tendered at or prior to the Consent Payment Deadline prior to the Expiration Time. Regardless of whether any Notes are settled prior to the Expiration Time, the final settlement date for the Tender Offer will be promptly after the Expiration Time, and is expected to be July 2, 2012, the next business day following the Expiration Time. Zayo may retire any Notes that are not tendered in the Tender Offer in accordance with the terms of the Indenture, which may include, but is not limited to, redeeming the Notes or satisfying and discharging the Notes.

The Tender Offer is being made in connection with Zayo’s acquisition of AboveNet, Inc. (the “Acquisition”). The Tender Offer is subject to a number of conditions that are set forth in the Offer to Purchase, including, without limitation, (i) the consummation of the Acquisition, (ii) the receipt of the required consents to adopt all of the proposed amendments and supplement the Indenture, (iii) the execution and delivery of a supplemental indenture effecting such amendments by the applicable parties and (iv) obtaining satisfactory financing arrangements in an amount that, when combined with cash on hand, will be sufficient to fund the purchase price for the Acquisition and pay the total consideration of the Notes tendered in the Tender Offer, all as more fully described in the Offer to Purchase.

We have engaged Morgan Stanley & Co. LLC to act as the dealer manager and solicitation agent for the Tender Offer and D.F. King & Co., Inc. to serve as the tender agent and information agent for the Tender Offer.

Requests for documents may be directed to D.F. King & Co., Inc. by telephone at (800) 967-4607 (toll-free) (banks and brokerage firms please call (212) 269-5550). Questions regarding the terms of the Tender Offer may be directed to Morgan Stanley & Co. LLC by telephone at (800) 624-1808 (toll-free) and (212) 761-1057 (collect).

This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to purchase or a solicitation of consents with respect to any Notes. The Tender Offer is being made solely by the Offer to Purchase and the related letter of transmittal and consent, which sets forth the complete terms and conditions of the Tender Offer. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

*************

About Zayo

Based in Louisville, Colo., privately-owned Zayo Group, LLC (www.zayo.com) is a national provider of fiber-based Bandwidth Infrastructure and network-neutral colocation and interconnection services. Zayo serves wireline and wireless carriers, data centers, Internet content and services companies and high bandwidth enterprises, as well as federal, state and local government agencies. Zayo provides these services over regional, metro and fiber-to-the-tower networks. Zayo’s network assets include approximately 46,000 route miles, covering 164 geographic markets in the United States. Additionally, Zayo has approximately 5,400 buildings on-net, 2,400 cell towers on-net, and over 94,000 billable square feet of colocation space. In March 2012, Zayo announced its intent to acquire AboveNet, Inc., a leading provider of high bandwidth connectivity solutions. Zayo was recently named one of the Denver area’s Fastest Growing Private Companies by the Denver Business Journal.

2

This press release contains forward-looking statements which include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Forward-looking statements are based upon management’s current plans and beliefs or current estimates of future results or trends. These forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties that may cause actual results to differ materially from trends, plans or expectations set forth in the forward-looking statements.

Given these risks and uncertainties, we urge you to read the tender offer materials completely and with the understanding that actual future results may be materially different from what we plan or expect. All of the forward-looking statements made in this press release, including statements related to the Tender Offer, including the Expiration Time, Consent Payment Deadline, settlement dates and possible completion of the Tender Offer, are qualified by these cautionary statements and investors are cautioned not to place undue reliance on these forward-looking statements. In addition, these forward-looking statements present our estimates and assumptions only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release, except, with respect to the Tender Offer, as specifically set forth in this press release or as otherwise required by law.

For Zayo media inquiries, please contact:

Jaymie Scotto & Associates

+1.866.695.3629

pr@jaymiescotto.com

3