SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 12, 2012
ZAYO GROUP, LLC
(Exact name of registrant as specified in its charter)
400 Centennial Parkway, Suite 200, Louisville, CO 80027
(Address of Principal Executive Offices)
(Registrants 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:
Section 7 Regulation FD
Item 7.01. Regulation FD Disclosure
As previously disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (SEC), on October 12, 2012, the Company entered into a Membership Interest Purchase Agreement (the Agreement) to acquire First Telecom Services, LLC (First Telecom). On December 14, 2012, the transaction contemplated by the Agreement was consummated at which time the Company acquired 100 percent of the outstanding equity interest in First Telecom for a purchase price of $110.0 million, subject to certain post-closing adjustments. The acquisition was funded with cash on hand.
The Company issued a press release on December 17, 2012 announcing the closing of the Agreement. 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.
On December 12, 2012 the Company entered into a Membership Interest Purchase Agreement to acquire Litecast/Balticore, LLC (Litecast), a provider of metro bandwidth infrastructure services in Baltimore, Maryland, for a price of $22.3 million.
Litecast owns and operates a Baltimore metropolitan fiber network, connecting over 110 on-net buildings, including the citys major datacenters and carrier hotel facilities. Litecast is focused on providing dark fiber and Ethernet-based services to a concentrated set of Baltimore enterprise and governmental customers, particularly within the healthcare and education segments.
The Company issued a press release on December 14, 2012 announcing the closing of the Agreement. A copy of the press release is filed as Exhibit 99.2 to this filing on Form 8-K and is incorporated by reference in this Item 7.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished with this Form 8-K:
The information contained under Item 7.01 and 9.01 of this filing 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 Securities and Exchange Commission 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 Companys performance is contained in the Companys 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 Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2012 on Form 10-K filed with the SEC on September 14, 2012, including those under the heading Risk Factors.
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.
DATED: December 17, 2012