Front Range BidCo, Inc. (the “Company”) announced today that it has extended the Expiration Date (as defined in the Company’s Offer to Purchase and Consent Solicitation Statement dated January 17, 2020 (as amended and supplemented from time to time, the “Statement”)) of the Company’s previously announced cash tender offers (the “Offers”) in respect of any and all outstanding 6.00% Senior Notes due 2023 (the “2023 Notes”), 6.375% Senior Notes due 2025 (the “2025 Notes”) and 5.750% Senior Notes due 2027 (the “2027 Notes,” and together with the 2023 Notes and 2025 Notes, the “Notes”), each co-issued by Zayo Group, LLC and Zayo Capital, Inc. (together, the “Co-Issuers”), from 12:00 midnight, New York City time, at the end of the day on February 14, 2020 to 12:00 midnight, New York City time, at the end of the day on February 28, 2020.
The Offers are being made upon the terms and subject to the conditions set forth in the Statement, as amended by this press release dated February 14, 2020. The deadline to validly withdraw tenders of Notes was 5:00 p.m., New York City time, on January 31, 2020; therefore, Notes that have been tendered and not validly withdrawn, and Notes tendered after that date, may not be withdrawn unless otherwise required by applicable law. As of the date of this press release, (i) approximately $1,280.3 million aggregate principal amount, or 89.5%, of the outstanding 2023 Notes, (ii) approximately $868.1 million aggregate principal amount, or 96.5%, of the outstanding 2025 Notes, and (iii) approximately $1,629.1 million aggregate principal amount, or 98.7%, of the outstanding 2027 Notes have been tendered pursuant to the Offers.
Holders who had validly tendered Notes at or before 5:00 p.m. (New York City time) on January 31, 2020 (the “Early Tender Date”) will be eligible to receive the total consideration equal to $1,020.00 per $1,000.00 principal amount of Notes purchased pursuant to the Offers, plus accrued and unpaid interest from the last interest payment date up to but not including the final payment date (the “Total Consideration”). Holders who tender their Notes after the Early Tender Date and at or prior to the Expiration Date, and whose Notes are accepted for purchase, will be eligible to receive the tender offer consideration equal to $990.00 per $1,000.00 principal amount of Notes purchased pursuant to the Offers, plus accrued and unpaid interest from the last interest payment date up to but not including the final payment date.
On January 31, 2020, the Co-Issuers, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee under each of the indentures governing the Notes, executed (i) a supplemental indenture with respect to the 2023 Notes (the “2023 Supplemental Indenture”), (ii) a supplemental indenture with respect to the 2025 Notes (the “2025 Supplemental Indenture”), and (iii) a supplemental indenture with respect to the 2027 Notes (the “2027 Supplemental Indenture,” and together with the 2023 Supplemental Indenture and 2025 Supplemental Indenture, the “Supplemental Indentures”), in each case to authorize the elimination of substantially all of the restrictive covenants, certain reporting obligations, certain events of default and related provisions contained in the applicable indenture governing such series of Notes (the “Proposed Amendments”). The Proposed Amendments relating to the applicable series of Notes, however, will not become operative until the Company has accepted for purchase Notes that have been validly tendered representing at least a majority of the aggregate principal amount of such series of Notes then outstanding pursuant to the applicable Offer.
The Company’s obligation to consummate the Offers is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Statement, including, among others, (i) with respect to each series of Notes, the receipt of validly delivered consents to the Proposed Amendments from holders representing at least a majority of the aggregate principal amount of such series of Notes then outstanding (which, as described above, have been received with respect to each series of Notes as of the date hereof), (ii) the execution and delivery by the Co-Issuers and the trustee of a supplemental indenture with respect to each series of Notes implementing the Proposed Amendments to the applicable indenture (which, as described above, have been executed and delivered in respect of each series of Notes as of the date hereof), (iii) the substantially concurrent consummation of the merger of the Company with and into Zayo Group Holdings, Inc. (the “Merger”) on the terms and conditions set forth in the Agreement and Plan of Merger dated May 8, 2019 (as amended, supplemented, waived or otherwise modified from time to time), by and among Front Range TopCo, Inc., the Company and Zayo Group Holdings, Inc. and (iv) the consummation of debt financing on terms satisfactory to the Company that yields sufficient net cash proceeds to fund the Total Consideration for all of the outstanding Notes. The consummation of the Merger is not conditioned upon, whether directly or indirectly, the consummation of the Offers or the Consent Solicitations (as defined in the Statement).
Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC are acting as joint-lead dealer managers and solicitation agents (the “Dealer Managers and Solicitation Agents”) for the Offers and the Consent Solicitations. Questions regarding the terms of the Offers and the Consent Solicitations can be directed to the Dealer Managers and Solicitation Agents, Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) and (212) 538-1862 (collect) and Morgan Stanley & Co. LLC at (800) 624-1808 (toll free) and (212) 761-1864 (collect).
The information and tender agent for the Offers and Consent Solicitations is Global Bondholder Services Corporation. Holders with questions or who would like additional copies of the Offer Documents (as defined below) may call Global Bondholder Services Corporation, toll-free at (866) 807-2200 or (212) 430-3774 (collect).
This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Notes. The Offers and the Consent Solicitations are being made only pursuant to the Statement and the related Consent and Letter of Transmittal (as it may be amended or supplemented from time to time, and collectively with the Statement, the “Offer Documents”). Holders and investors should read carefully the Offer Documents because they contain important information, including the various terms of and conditions to the Offers and the Consent Solicitations. None of the Company, the Dealer Managers and Solicitation Agents, the information and tender agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Offers. Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of the Notes to tender.
About Zayo Group
Zayo Group Holdings, Inc. (NYSE: ZAYO) provides mission-critical bandwidth to the world’s most impactful companies, fueling the innovations that are transforming our society. Zayo’s 133,000-mile network in North America and Europe includes extensive metro connectivity to thousands of buildings and data centers. Zayo’s communications infrastructure solutions include dark fiber, private data networks, wavelengths, Ethernet, dedicated internet access and data center colocation services. Zayo owns and operates a Tier 1 IP backbone and 44 carrier-neutral data centers. Through its CloudLink service, Zayo provides low-latency private connectivity that attaches enterprises to their public cloud environments. Zayo serves wireless and wireline carriers, media, tech, content, finance, healthcare and other large enterprises. For more information, visit zayo.com.
Cautionary Statement on Forward-Looking Statements
Information provided and statements contained in this press release that are not purely historical are forward-looking statements within the meaning of the applicable securities laws. Certain statements in this press release may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to the Merger and Zayo Group Holdings, Inc.’s future outlook and anticipated events, business, operations, financial performance, financial condition or results and, in some cases, can be identified by terminology such as “may”; “will”; “should”; “expect”; “plan”; “anticipate”; “believe”; “intend”; “estimate”; “predict”; “potential”; “continue”; “foresee”, “ensure” or other similar expressions concerning matters that are not historical facts. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company will not update these statements unless applicable securities laws require it to do so.