0001558370-17-004903.txt : 20170622 0001558370-17-004903.hdr.sgml : 20170622 20170622090423 ACCESSION NUMBER: 0001558370-17-004903 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170622 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170622 DATE AS OF CHANGE: 20170622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Zayo Group Holdings, Inc. CENTRAL INDEX KEY: 0001608249 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 261398293 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36690 FILM NUMBER: 17924112 BUSINESS ADDRESS: STREET 1: 1805 29TH ST STREET 2: SUITE 2050 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-381-4683 MAIL ADDRESS: STREET 1: 1805 29TH ST STREET 2: SUITE 2050 CITY: BOULDER STATE: CO ZIP: 80301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZAYO GROUP LLC CENTRAL INDEX KEY: 0001502756 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 262012549 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-169979 FILM NUMBER: 17924113 BUSINESS ADDRESS: STREET 1: 1805 29TH STREET STREET 2: SUITE 2050 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-381-4683 MAIL ADDRESS: STREET 1: 1805 29TH STREET STREET 2: SUITE 2050 CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: Zayo Group LLC DATE OF NAME CHANGE: 20101005 8-K 1 f8-k.htm 8-K zgh_Current_Folio_8K

 

 

 

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 22,  2017

 

 

Zayo Group Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

001-36690

26-1398293

(State or other jurisdiction of

(Commission File Number)

(I.R.S. Employer

incorporation or organization)

 

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

(Commission File Number)

(I.R.S. Employer

incorporation or organization)

 

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 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 7.01             Regulation FD Disclosure.

 

On June 22,  2017,  Zayo Group Holdings, Inc. (the “Company”) issued a press release announcing a change in sales leadership and re-affirming its expectation of a continuation in bookings momentum.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in this Current Report on Form 8-K is being “furnished” pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless specifically incorporated by reference into such filing.

 

Item 9.01             Financial Statements and Exhibits.

 

Exhibit No.

    

Description

99.1

 

Press Release dated June 22,  2017.

 

Portions of this report may constitute “forward-looking statements” as defined by federal law. Although the registrants believe 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 registrants’ performance is contained in their respective filings with the Securities and Exchange Commission. The registrants undertake 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 those risks and uncertainties discussed in each registrant’s Annual Report on Form 10-K for the year ended June 30, 2016 and each registrant’s Quarterly Reports on Form 10-Q for the quarters ended September 30, 2016,  December 31, 2016 and March 31, 2017, including but not limited to those under the heading “Risk Factors” to the extent such heading is included therein.

 

 

SIGNATURES

 

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 Holdings, Inc.

 

 

 

By:

/s/ Wendy Cassity

 

Name:

Wendy Cassity

 

Title:

Secretary

 

DATED:  June 22,  2017

 

 

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/ Wendy Cassity

 

Name:

Wendy Cassity

 

Title:

Secretary

 

 

DATED:  June 22,  2017

 

 

EXHIBIT INDEX

 

Exhibit No.

    

Description

99.1

 

Press Release dated June 22,  2017.

 

EX-99.1 2 ex-99d1.htm EX-99.1 zgh_Ex99_1

Exhibit 99.1

 

Zayo Group Announces Change in Sales Leadership

 

Today, Zayo Group Holdings, Inc. (NYSE: ZAYO) announced that Edward (Ed) Morche resigned from the company to rejoin Level 3 Communications, ending his tenure at Zayo after approximately one month.

 

During Morche’s short tenure at Zayo, the feedback he provided to Zayo’s executives, investors and board was positive about Zayo’s culture, its strategic direction and tactical execution, its sales momentum and the strength of its relationships with its customers. Morche cited an enhanced compensation package and expanded scope of responsibility as the sole reasons for his departure.

 

Zayo’s net bookings for the Mar17q were $6.9M (excluding Allstream), which reflected a strong recovery from the Dec16q. In Zayo’s May 9, 2017 earnings call, Zayo expressed confidence that this positive Net Bookings momentum would continue. Zayo re-affirms this expectation.

 

“Ed’s positive feedback on our sales situation matches my assessment,” said Andrew Crouch, president and COO at Zayo. “Unlike what is often the norm in telecom, Zayo’s major customers are pleased with the solutions provided by Zayo and the overall customer experience we deliver. The opportunity at hand is to serve a larger number of bandwidth-intensive customers across the broader spectrum of Zayo’s Communications Infrastructure product portfolio.”

 

“We are encouraged by our near-term results while recognizing our fiber and colocation platform, industry consolidation and the fundamental demand for bandwidth is creating an increased opportunity for us,” added Dan Caruso, chairman and CEO at Zayo. “Our commitment to strengthen Zayo’s sales and marketing competency is so that we can capture this enhanced opportunity.”

 

Given the short amount of time that Morche was with Zayo, little will change in the near-term plans. Max Clauson, a seasoned Zayo executive who had been leading Zayo’s sales efforts over the quarters prior to Morche’s arrival, and who had remained directly engaged with that team over the past month, will continue to have overall responsibility for sales and lead the team as he had been doing previously.