8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 1, 2013

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ZAYO GROUP, LLC

(Exact name of registrant as specified in its charter)

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Delaware	333-169979	26-201259
(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)

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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 7.01. Regulation FD Disclosure

On August 13, 2013, Zayo Group, LLC ("Zayo" or the “Company”) entered into a Stock Purchase Agreement (the "Agreement") with Access Communications, Inc. ("Access"), a Minnesota corporation, and shareholders of Access. The acquisition of Access closed on October 1, 2013. Upon the close of the Access acquisition, Zayo acquired 100 percent of the equity interest in Access. The purchase price, subject to certain post-closing adjustments, was $41.2 million and was paid with cash on hand.

Access is a provider of metro bandwidth infrastructure services that owns and operates a 1,200 mile fiber network that covers the greater Minneapolis-St. Paul metropolitan area, connecting more than 500 on-net buildings, including the area's major data centers and carrier hotel facilities. Access is primarily focused on providing dark fiber services to a concentrated set of Minneapolis area carrier, enterprise and governmental customers, particularly within the education segment.

The Company issued a press release on October 2, 2013 announcing the close of the Access acquisition.

A copy of the press release is filed as Exhibit 99.1 to this filing on Form 8-K and is incorporated by reference in this Item 7.01.

Item 9.01. Financial Statements and Exhibits

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

Exhibit No.	Description
99.1	Press Release dated October 2, 2013

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, those risks and uncertainties discussed in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2013, including those under the heading "Risk Factors."

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: October 3, 2013

EX-99.1

ZAYO GROUP COMPLETES ACQUISITION OF MINNEAPOLIS-BASED ACCESS COMMUNICATIONS

Combined Network Spans More Than 2,500 Miles in Minneapolis-St. Paul Area

BOULDER, Colo. - Oct. 2, 2013 - Zayo Group, LLC (“Zayo”), an international provider of Bandwidth Infrastructure services, today announced the completion of its purchase of Access Communications, Inc., a provider of Bandwidth Infrastructure services in Minneapolis-St. Paul area for a purchase price of $41 million.

Access brings to Zayo a 1,200-mile metropolitan fiber network covering the greater Minneapolis-St. Paul metropolitan area, connecting more than 500 on-net buildings, including the area’s major data centers and carrier hotel facilities. The company focused on providing dark fiber services to a concentrated set of Minneapolis area carrier, enterprise and governmental customers, particularly within the education segment.

“Integrating Access Communications and its robust fiber network will enhance our already substantial Minneapolis area network,” said Dan Caruso, president and chief executive officer of Zayo Group. “Minnesota is an important market for us to grow our network with a large base of wireless backhaul customers, Fortune 500 enterprise headquarters and a growing data center presence.”

Zayo’s 2,500 mile network in the Minneapolis-St. Paul area is a result of recent customer driven expansions, as well as previous acquisitions. Zayo also constructed new network routes in Anoka County, north of the Twin Cities, as part of a 2010 federal stimulus grant. The Access Communications acquisition enables Zayo to offer customers an even broader fiber network to address their growing Bandwidth Infrastructure needs.

The transaction was funded with cash on hand. 

About Zayo Group

Based in Boulder, Colo., privately owned Zayo Group (www.zayo.com) is an international provider of fiber-based Bandwidth Infrastructure services and carrier-neutral colocation and interconnection services. Zayo serves wireline and wireless carriers, data centers, Internet content and services companies, high bandwidth enterprises, and federal, state and local government agencies. Zayo provides these services over metro, national, international and fiber-to-the-tower networks. With its acquisitions of USCarrier, FiberGate and AboveNet, Zayo’s network includes 75,839 route miles, spanning 45 states in the US as well as major cities in the United Kingdom, France, Germany and the Netherlands. Its network serves approximately 12,222 on-net buildings, including 579 data centers, 566 carrier PoPs, and 3,303 cell towers. Zayo’s colocation assets include 157,900 billable square feet of interconnect-focused colocation space.

Media Contact:

Linhart Public Relations for Zayo Group

Ashley Campbell, 303-951-2568