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): August 31, 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))

Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously disclosed in a filing on Form 8-K with the Securities and Exchange Commission (“SEC”) made by Zayo Group LLC (the “Company” or “Zayo”) on June 5, 2012, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with FiberGate Holdings, Inc. (“FiberGate”), William J. Boyle and Louis M. Brown, Jr. On August 31, 2012, the Agreement was consummated at which time Zayo acquired one hundred percent of the ownership interest of FiberGate for a purchase price of $117.0 million, subject to post-closing adjustments. The acquisition was funded with cash on hand.

Headquartered in Alexandria, Virginia, FiberGate is a provider of dark fiber services in the Washington, D.C. metropolitan and Baltimore, Maryland areas. FiberGate currently operates 650 fiber route miles and connects to 315 on-net buildings which include key government sites, carrier hotels, data centers, cell towers and enterprise buildings.

Item 9.01. Financial Statements and Exhibits.

(a) and (b) Financial Statements and Pro Forma Information

The Company is still reviewing the financial statements of FiberGate. Financial statements and pro forma financial information related to this transaction are not being filed with this filing. To the extent such information is required by this Item, it will be filed by amendment to this Current Report not later than 75 days after the closing of the acquisition.

(d) Exhibits. The following exhibit is furnished with this Form 8-K:

Exhibit No.	Description
99.1	Press release dated September 4, 2012

Investors should take into consideration, with respect to the Company, those risks and uncertainties, including those under the heading “Risk Factors,” discussed in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A filed for the fiscal year ended June 30, 2011 with the SEC on May 15, 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
	Ken desGarennes
	Chief Financial Officer

DATED: September 4, 2012

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated September 4, 2012

EX-99.1

Exhibit 99.1

ZAYO GROUP COMPLETES ACQUISITION OF FIBERGATE

Dark Fiber Provider Brings Extensive Fiber Network in Washington, D.C. Metro Area

LOUISVILLE, CO – September 4, 2012 – Zayo Group announces that it has completed its acquisition of FiberGate, Inc., a Washington, D.C. metro area provider of Dark Fiber services. The acquisition adds 399 new route miles and 130,000 fiber miles in Washington, D.C., Northern Virginia, Baltimore, and suburban Maryland to Zayo’s network.

“The FiberGate and Zayo networks are very complementary,” says Dan Caruso, Chief Executive Officer of Zayo Group. “As a result of the acquisition, we will have one of the most comprehensive fiber networks in the DC area of any provider.” Zayo’s international network now connects over 9,000 on-net buildings, spanning 64,100 route miles in seven countries, including 45 U.S. states and Washington, D.C.

FiberGate offered Dark Fiber exclusively. Zayo plans to continue to offer Dark Fiber and expand the service portfolio to include lit Bandwidth Infrastructure services like Wavelengths, Ethernet, IP and SONET.

“With FiberGate’s focused product and customer set as well as excellent operations, we expect the integration to be completed quickly, making the combined footprint available to all of our customers immediately,” Caruso says.

FiberGate has been providing Dark Fiber services to the federal government, large enterprise and carrier customers for almost 17 years. The footprint includes over 315 buildings (key government sites, carrier hotels, data centers, cell towers and enterprise buildings) across 779 route miles including Baltimore, Howard, Montgomery, Prince Georges, and Frederick Counties in Maryland, Washington, D.C., and the City of Alexandria, Loudoun, Fairfax, and Arlington Counties in Northern Virginia.

For more information on Zayo, visit www.zayo.com.

The $117M transaction closed August 31 and was funded from available cash.

About Zayo Group

Based in Louisville, Colo., privately owned Zayo Group (www.zayo.com) is an international 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, high bandwidth enterprises as well as federal, state and local government agencies. Zayo provides these services over regional, metro, national, international and fiber-to-the-tower networks. With the FiberGate acquisition, Zayo’s network assets include approximately 65,000 route miles, covering 45 states plus Washington, D.C. Additionally, Zayo has over 136,000 billable square feet of colocation space and approximately 9,000 on-net buildings, including 500+ data centers, 500+ Points-of-Presence (POPs), and 2,500+ cell towers.

For Zayo media inquiries, please contact:

Jaymie Scotto & Associates

+1.866.695.3629

pr@jaymiescotto.com