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): February 1427, 2020

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.)

1821 30th Street, Unit A, 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.)

1821 30th Street, Unit A, 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))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	ZAYO	New York Stock Exchange



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ZAYO	New York Stock Exchange

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

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 8.01. Other Events.

AsOn ~~previously~~February ~~disclosed~~27, on2020, ~~January~~Zayo ~~17,~~Group ~~2020~~Holdings, inInc. ~~connection~~(the ~~with~~“Company”) announced ~~the~~that ~~Agreement~~all ~~and~~regulatory ~~Plan~~approvals ofrelating ~~Merger,~~to ~~dated~~the aspreviously announced merger of ~~May~~Front 8,Range ~~2019~~BidCo, byInc. with and ~~among~~into ~~Zayo~~the ~~Group~~Company ~~Holdings, Inc.~~ (the “~~Company~~Merger”), ~~Front~~have ~~Range~~been ~~TopCo, Inc~~received. ~~and~~The ~~Front~~Company’s ~~Range~~stockholders ~~BidCo,~~previously ~~Inc.~~approved ~~(“BidCo”),~~the ~~BidCo~~Merger ~~commenced~~at ~~cash~~a ~~tender~~special ~~offers~~meeting ~~for~~of ~~any~~stockholders ~~and~~on ~~all~~July of26, ~~the outstanding 6~~2019.~~00%~~ ~~Senior~~The ~~Notes~~news ~~due~~release ~~2023,~~indicates ~~6.375%~~that ~~Senior~~the ~~Notes~~Merger ~~due~~is ~~2025~~anticipated ~~and~~to ~~5.750%~~close ~~Senior~~on ~~Notes~~March ~~due~~9, ~~2027~~2020, ~~each~~subject ~~co-issued~~to bythe ~~Zayo~~satisfaction ~~Group,~~(or ~~LLC~~waiver) ~~and~~of ~~Zayo~~all ~~Capital,~~conditions ~~Inc~~to closing.

OnA ~~February~~copy ~~14,~~of ~~2020,~~the ~~BidCo~~news ~~announced~~release ~~that~~announcing ~~it has extended~~ the ~~expiration~~receipt ~~date~~ of ~~the~~regulatory ~~cash~~approvals ~~tender~~to ~~offers~~consummate ~~from 12:00 midnight, New York City time, at~~ the ~~end~~Merger ofand the ~~day~~targeted onclosing ~~February~~date ~~14,~~of ~~2020 to 12:00 midnight, New York City time, at~~ the ~~end~~pending ofMerger ~~the~~is ~~day~~being onfiled ~~February~~herewith ~~28,~~as ~~2020~~Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

~~SIGNATURE~~(d) Exhibits



Exhibit No.		Exhibit
99.1		Press Released dated February 27, 2020
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

~~Pursuant to the requirements of the Exchange Act, 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/ Matt Steinfort
		Matt Steinfort
		Chief Financial Officer
DATED: February 14, 2020

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 Holdings, Inc.

	By:	/s/ Matt Steinfort
	Name:	Matt Steinfort
	Title:	Chief Financial Officer

DATED: February 27, 2020

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/ Matt Steinfort
	Name:	Matt Steinfort
	Title:	Chief Financial Officer
DATED: February 27, 2020

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