0000891836-18-000024.txt : 20180214 0000891836-18-000024.hdr.sgml : 20180214 20180214160332 ACCESSION NUMBER: 0000891836-18-000024 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 GROUP MEMBERS: ELI J. WEINBERG GROUP MEMBERS: JOHN H. SCULLY GROUP MEMBERS: PHOEBE SNOW FOUNDATION, INC. GROUP MEMBERS: SAN FRANCISCO PARTNERS, L.P. GROUP MEMBERS: SF ADVISORY PARTNERS, L.P. GROUP MEMBERS: SPO ADVISORY PARTNERS, L.P. GROUP MEMBERS: SPO PARTNERS II, L.P. SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88645 FILM NUMBER: 18612171 BUSINESS ADDRESS: STREET 1: 1821 30TH ST STREET 2: UNIT A CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-381-4683 MAIL ADDRESS: STREET 1: 1821 30TH ST STREET 2: UNIT A CITY: BOULDER STATE: CO ZIP: 80301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPO ADVISORY CORP CENTRAL INDEX KEY: 0000919468 IRS NUMBER: 680247274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STREET 2: SUITE 3215 CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 4153836600 MAIL ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STREET 2: SUITE 3215 CITY: MILL VALLEY STATE: CA ZIP: 94941 FORMER COMPANY: FORMER CONFORMED NAME: SF ADVISORY CORP DATE OF NAME CHANGE: 19990329 SC 13G/A 1 sc0012-18.htm SCHEDULE 13G, AMENDMENT NO. 1
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
_____________________
 
ZAYO GROUP HOLDINGS, INC.
(Name of Issuer)
_____________________
 
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
 
98919V105
(CUSIP Number)
 
December 31, 2017
(Date of Event which Requires Filing of this Statement)
_____________________
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
☐ Rule 13d-1(b)
 
☒ Rule 13d-1(c)
 
☐ Rule 13d-1(d)
  
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
 
 
 
CUSIP No. 98919V105
 
   1. 
Names of Reporting Persons.
 
SPO Partners II, L.P.
  2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐         (b)  ☒
 
  3.
SEC Use Only
 
  4.
Citizenship or Place of Organization
 
    Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
5. 
Sole Voting Power
 
    11,577,741 (1)
6.
Shared Voting Power
 
    -0-
7.
Sole Dispositive Power
 
    11,577,741 (1)
8.
Shared Dispositive Power
 
    -0-
  9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
   11,577,741
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
 
11.
Percent of Class Represented by Amount in Row (9)
 
    4.7%
12.
Type of Reporting Person (See Instructions)
 
    (PN)
_______________
 
(1) Power is exercised through its sole general partner, SPO Advisory Partners, L.P.
 
 
Page 2 of 13
 
CUSIP No. 98919V105
 
   1. 
Names of Reporting Persons.
 
SPO Advisory Partners, L.P.
  2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐         (b)  ☒
 
  3.
SEC Use Only
 
  4.
Citizenship or Place of Organization
 
    Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
5. 
Sole Voting Power
 
  11,577,741 (1)(2)
6.
Shared Voting Power
 
    -0-
7.
Sole Dispositive Power
 
  11,577,741 (1)(2)
8.
Shared Dispositive Power
 
  -0-
  9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    11,577,741
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
 
11.
Percent of Class Represented by Amount in Row (9)
 
    4.7%
12.
Type of Reporting Person (See Instructions)
 
    (PN)
_______________
 
(1) Solely in its capacity as the sole general partner of SPO Partners II, L.P.
 
(2) Power is exercised through its sole general partner, SPO Advisory Corp.
 
 
 
Page 3 of 13
 
CUSIP No. 98919V105
 
   1. 
Names of Reporting Persons.
 
San Francisco Partners, L.P.
  2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐         (b)  ☒
 
  3.
SEC Use Only
 
  4.
Citizenship or Place of Organization
 
    California
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
5. 
Sole Voting Power
 
    951,700 (1)
6.
Shared Voting Power
 
    -0-
7.
Sole Dispositive Power
 
    951,700 (1)
8.
Shared Dispositive Power
 
   -0-
  9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    951,700
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
 
11.
Percent of Class Represented by Amount in Row (9)
 
    0.4%
12.
Type of Reporting Person (See Instructions)
 
    (PN)
_______________
 
(1) Power is exercised through its sole general partner, SF Advisory Partners, L.P.
 
 
 
 
Page 4 of 13
 
 
CUSIP No. 98919V105
 
   1. 
Names of Reporting Persons.
 
SF Advisory Partners, L.P.
  2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐         (b)  ☒
 
  3.
SEC Use Only
 
  4.
Citizenship or Place of Organization
 
    Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
5. 
Sole Voting Power
 
    951,700 (1)(2)
6.
Shared Voting Power
 
   -0-
7.
Sole Dispositive Power
 
   951,700 (1)(2)
8.
Shared Dispositive Power
 
   -0-
  9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    951,700
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
 
11.
Percent of Class Represented by Amount in Row (9)
 
    0.4%
12.
Type of Reporting Person (See Instructions)
 
    (PN)
_______________
 
(1) Solely in its capacity as the sole general partner of San Francisco Partners, L.P.
 
(2) Power is exercised through its sole general partner, SPO Advisory Corp.
 
 
 
Page 5 of 13
 
 
CUSIP No. 98919V105
 
   1. 
Names of Reporting Persons.
 
SPO Advisory Corp.
  2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐         (b)  ☒
 
  3.
SEC Use Only
 
  4.
Citizenship or Place of Organization
 
    Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
5. 
Sole Voting Power
 
    12,529,441 (1)(2)
6.
Shared Voting Power
 
    -0-
7.
Sole Dispositive Power
 
    12,529,441 (1)(2)
8.
Shared Dispositive Power
 
    -0-
  9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    12,529,441
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
 
11.
Percent of Class Represented by Amount in Row (9)
 
    5.1%
12.
Type of Reporting Person (See Instructions)
 
    (CO)
_______________
 
(1) Solely in its capacity as the sole general partner of SPO Advisory Partners, L.P. with respect to 11,577,741 of such shares, and solely in its capacity as the sole general partner of SF Advisory Partners, L.P. with respect to 951,700 of such shares.

(2) Power is exercised through its two controlling persons, John H. Scully and Eli J. Weinberg.
 
 
 
Page 6 of 13
 
CUSIP No. 98919V105 
 
   1. 
Names of Reporting Persons.
 
John H. Scully
  2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐         (b)  ☒
 
  3.
SEC Use Only
 
  4.
Citizenship or Place of Organization
 
    USA
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
5. 
Sole Voting Power
 
    113,600 (1)
6.
Shared Voting Power
 
    12,529,441 (2)
7.
Sole Dispositive Power
 
    113,600 (1)
8.
Shared Dispositive Power
 
    12,529,441 (2)
  9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    12,643,041
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
 
11.
Percent of Class Represented by Amount in Row (9)
 
    5.1%
12.
Type of Reporting Person (See Instructions)
 
    (IN)
_______________
 
(1) These shares may be deemed beneficially owned by Mr. Scully in his capacity as controlling person, director and executive officer of the Phoebe Snow Foundation, Inc.

(2) These shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as one of two controlling persons of SPO Advisory Corp.
 
 
 
Page 7 of 13

 
CUSIP No. 98919V105
 
   1. 
Names of Reporting Persons.
 
Eli J. Weinberg
  2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐         (b)  ☒
 
  3.
SEC Use Only
 
  4.
Citizenship or Place of Organization
 
    USA
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
5. 
Sole Voting Power
 
   -0-
6.
Shared Voting Power
 
    12,529,441 (1)
7.
Sole Dispositive Power
 
    -0-
8.
Shared Dispositive Power
 
    12,529,441 (1)
  9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    12,529,441
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
 
11.
Percent of Class Represented by Amount in Row (9)
 
    5.1%
12.
Type of Reporting Person (See Instructions)
 
    (IN)
_______________
 
(1) These shares may be deemed to be beneficially owned by Mr. Weinberg solely in his capacity as one of two controlling persons of SPO Advisory Corp.
 
 
Page 8 of 13
 
CUSIP No. 98919V105
 
   1. 
Names of Reporting Persons.
 
Phoebe Snow Foundation, Inc.
  2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐         (b)  ☒
 
  3.
SEC Use Only
 
  4.
Citizenship or Place of Organization
 
    California
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
5. 
Sole Voting Power
 
   113,600 (1)
6.
Shared Voting Power
 
   -0-
7.
Sole Dispositive Power
 
   113,600 (1)
8.
Shared Dispositive Power
 
   -0-
  9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    113,600
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
 
11.
Percent of Class Represented by Amount in Row (9)
 
    **0.1%
12.
Type of Reporting Person (See Instructions)
 
    (CO)
_______________
 
** Denotes less than

(1) Power is exercised through its controlling person, director and executive officer, John H. Scully.
 
 
Page 9 of 13
 
 
This Amendment No. 1 (the “Amendment”) amends the Schedule 13G (the “Original 13G”) filed with the Securities and Exchange Commission (“SEC”) on February 27, 2017. Terms used herein and not defined herein shall have the meanings ascribed thereto in the Original 13G, as amended.
 
Item 1.
(a)
Name of Issuer
 
 
           
   
Zayo Group Holdings, Inc.
      
         
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
           
 
 
1805 29th Street, Suite 2050
Boulder, Colorado 80301
 
 
           
Item 2.
(a)
Name of Person Filing
 
 
           
 
 
The undersigned hereby file this Schedule 13G Statement on behalf of SPO Partners II, L.P., a Delaware limited partnership (“SPO”), SPO Advisory Partners, L.P., a Delaware limited partnership (“SPO Advisory Partners”), San Francisco Partners, L.P., a California limited partnership (“SFP”), SF Advisory Partners, L.P., a Delaware limited partnership (“SF Advisory Partners”), SPO Advisory Corp., a Delaware corporation (“SPO Advisory Corp.”), John H. Scully (“JHS”), Eli J. Weinberg (“EJW”), and Phoebe Snow Foundation, Inc., a California corporation (“PS Foundation”). SPO, SPO Advisory Partners, SFP, SF Advisory Partners, SPO Advisory Corp., JHS, EJW and PS Foundation are sometimes hereinafter referred to as the “Reporting Persons.”

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”), although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.
 
 
           
      (b),
 (c)
Address of Principal Business Office or, if None, Residence; Citizenship of Reporting Persons
 
 
           
 
 
The principal business address of SPO is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO is a Delaware limited partnership.
 
The principal business address of SPO Advisory Partners is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO Advisory Partners is a Delaware limited partnership.
 
The principal business address of SFP is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SFP is a California limited partnership.
 
 
         
   
The principal business address of SF Advisory Partners is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SF Advisory Partners is a Delaware limited partnership.
 
The principal business address of SPO Advisory Corp. is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO Advisory Corp. is a Delaware corporation.
 
The principal business address of JHS is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. JHS is a citizen of the United States of America. 
    
 
 
  
 
 
 
 
The principal business address of EJW is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. EJW is a citizen of the United States of America.
 
The principal business address of PS Foundation is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. PS Foundation is a California corporation.
 
 
   
 
      
 
(d)
Title of Class of Securities
 
 
 
 
 
      
 
 
Common Stock, par value $0.001 per share
 
 
 
 
 
      
 
(e)
CUSIP Number:
 
 
         
 
 
98919V105
      
 
 
Page 10 of 13
 
 
Item 3.
Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):
    
       
 
Not Applicable. 
    
       
Item 4.
Ownership.
 
 
   
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(b)
(a)
(c)(i)
(c)(ii)
(c)(iii)
(c)(iv)
 
Common Shares
 
 
 
 
 
Voting Power
Disposition Power
Reporting Persons
Percent of Class
Beneficially Owned
Sole
Shared
Sole
Shared
SPO Partners II, L.P.
4.7%
11,577,741
11,577,741
0
11,577,741
0
SPO Advisory Partners, L.P.
4.7%
11,577,741
11,577,741
0
11,577,741
0
San Francisco Partners, L.P.
0.4%
951,700
951,700
0
951,700
0
SF Advisory Partners, L.P.
0.4%
951,700
951,700
0
951,700
0
SPO Advisory Corp.
5.1%
12,529,441
12,529,441
0
12,529,441
0
John H. Scully 
5.1%
12,643,041
113,600
12,529,441
113,600
12,529,441
Eli J. Weinberg 
5.1%
12,529,441
0
12,529,441
0
12,529,441
Phoebe Snow Foundation, Inc.
**0.1%
113,600
113,600
0
113,600
0
______________
** Denotes less than
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
 
 
  
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☐.
 
 
 
    
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
 
 
 
    
 
No other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, or other proceeds from the sale of, the common shares held by the Reporting Persons.
 
 
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
 
 
Not Applicable.
 
 
    
Item 8.
Identification and Classification of Members of the Group.
 
 
 
 
    
 
Not Applicable.
 
 
         
Item 9.
Notice of Dissolution of Group.
 
 
 
 
    
 
Not Applicable.
 
 
 
 
    
Item 10.
Certification.
 
 
 
 
    
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
 
 
 
 
Page 11 of 13
 
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
February 14, 2018
  
 
Date
  
     
 
/s/ Kim M. Silva
  
 
Signature
  
     
 
Kim M. Silva
  
 
Attorney-in-fact for:
  
     
 
 
 
 
SPO PARTNERS II, L.P. (1)
SPO ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SPO ADVISORY CORP. (1)
JOHN H. SCULLY (1)
ELI J. WEINBERG (1)
 PHOEBE SNOW FOUNDATION, INC. (1)
   
(1)
 A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.
 
Page 12 of 13
 
 
EXHIBIT INDEX
 
Exhibit
Document Description
   
A
Agreement Pursuant to Rule 13d-1(k)
   
B
Power of Attorney (previously filed)
   
 
 
 
 
 
 
 
 
 
 
 
Page 13 of 13
 
 
 EX-99.1 2 ex_99-1.htm EXHIBIT A -- AGREEMENT PURSUANT TO RULE 13D-1(K)
 
EXHIBIT A
 
Pursuant to Rule 13d-1(k) or Regulation 13D-G of the General Rule and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in capacities set forth below.
 
 
February 14, 2018
  
 
Date
  
     
 
/s/ Kim M. Silva
  
 
Signature
  
     
 
Kim M. Silva
  
 
Attorney-in-fact for:
  
     
 
SPO PARTNERS II, L.P. (1)
SPO ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SPO ADVISORY CORP. (1)
JOHN H. SCULLY (1)
 ELI J. WEINBERG (1)
PHOEBE SNOW FOUNDATION, INC. (1)
 
(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.