Company History

Zayo was founded in 2007 to take advantage of the favorable Internet, data, and wireless growth trends driving the demand for bandwidth infrastructure, colocation and connectivity solutions.

These trends have continued in the years since our founding and we believe that we continue to be well-positioned to continue to capitalize on those trends. To address the demand, we have assembled a large portfolio of fiber networks and colocation assets through both acquisitions and customer demand-driven investments in property and equipment.

Zayo’s extensive fiber network and data centers serve as the foundation for bandwidth solutions and provide customers dark fiber solutions, network connectivity, colocation and cloud infrastructure solutions. We believe the continuously growing demand for dedicated, high-performance bandwidth from service providers, enterprises and consumers, combined with a unique and dense metro, regional, and long-haul networks, position Zayo as a mission-critical infrastructure supplier to some of the largest and most sophisticated users of bandwidth.

Zayo's Acquisition And Financing History

2018

On February 28, 2018, Zayo acquired Spread Networks, a privately-held fiber network company which operates the most direct, lowest latency fiber route between Chicago and New York, for $127 million. The acquisition enables Zayo to combine Spread Networks routes with Zayo routes for coast-to-coast, low-latency dark fiber and lit fiber-based solutions. Additionally, Zayo is able to provide a fully owned, low-latency wavelength route from Seattle to New York. Traffic to and from Asia, which connects through cable landing stations in the Pacific Northwest, are also express connected via the combination of Zayo existing fiber routes and the Spread Networks route.

On February 26, 2018, Zayo announced the completion of a new $150 million term loan tranche under its Credit Agreement. The incremental $150 million tranche will bear interest at LIBOR plus 2.25 percent, with a minimum LIBOR rate of 1.0 percent, with a maturity date of January 19, 2024. The Company intends to use the proceeds of the term loan for general corporate purposes, including the funding of acquisitions permitted under the Credit Agreement.

On January 19, 2018, Zayo acquired Optic Zoo Networks for CAD $31 million, adding dense, high-count fiber to Zayo’s Vancouver, British Columbia footprint. The transaction strengthened Zayo’s position in Vancouver and Western Canada adding 103 route miles and more than 100 on-net buildings to Zayo’s Vancouver footprint. Additionally, the acquisition deepens Zayo’s customer base, providing the ability to cross sell to a diverse group of U.S. and Canadian customers as Optic Zoo’s high-count fiber, 270 on average, has ample capacity for new and existing customers.

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2017

On July 20, 2017, Zayo announced that it had successfully completed the repricing of the outstanding $1.1 billion of term loans under the 2017 Incremental Refinancing B-2 Term Facility and the 2017 Incremental Acquisition Term Facility under its existing credit agreement, which trade together as the B-2 tranche. The $1.1 billion term loan tranche was repriced at par and will bear interest at a rate of LIBOR plus 2.25 percent, with a minimum LIBOR rate of 1.00 percent.

On July 5, 2017, Zayo closed its private offering of $300 million aggregate principal amount of its 5.750% Senior Notes due 2027, through an add-on to its existing issue. Zayo intends to use the net proceeds from the 2027 Senior Notes offering to partially repay its outstanding term loan facility.

On September 6, 2017, Zayo acquired a data center located in Westminster, Colorado. The facility included 29,500 total square feet and features diverse fiber entrances, extensive interconnectivity, robust security, and highly efficient power and cooling systems. The strategically located facility expands Zayo’s infrastructure footprint in Colorado to four data centers and more than 4,000 fiber route miles, including extensive metro fiber in cities including Denver, Colorado Springs and Boulder.

On May 4, 2017, Zayo acquired KIO Networks’ San Diego data centers for $12 million. The two data centers, located at 12270 World Trade Drive and 9606 Aero Drive, total more than 100,000 square feet of space and 2 megawatts (MW) of critical, IT power, with additional power available. The San Diego facilities provide extensive interconnection and access to Zayo’s fiber backbone in California. Zayo’s high-count fiber also connects to multiple landing stations providing subsea cable access up the California coast and to the Asia Pacific (APAC) region.

On April 11, 2017, Zayo closed its private offering of $550 million aggregate principal amount of its 5.750% Senior Notes due 2027, through an add-on to its existing issue. Zayo intends to use the net proceeds from the 2027 Senior Notes offering to repay approximately $569.7 million of its outstanding $1.35 billion tranche and $650 million tranche of term loans, each maturing on January 19, 2024, on a pro rata basis.

On March 1, 2017, Zayo acquired Electric Lightwave (formerly known as Integra Telecom), an infrastructure and telecom provider serving 35 markets in the western U.S., for $1.42 billion. The acquisition added 8,100 route miles of long haul fiber and 4,000 miles of dense metro fiber across Denver, Minneapolis, Phoenix, Portland, Seattle, Sacramento, San Francisco, San Jose, Salt Lake City,Spokane and Boise, with on-net connectivity to more than 3,100 enterprise buildings and 100 data centers.

On January 27, 2017, Zayo announced it had closed its offering of $800 million aggregate principal amount of 5.750% Senior Notes due 2027. Per the terms of the Amendment, the existing $1.85 billion of term loans under the Credit Agreement were repriced at 99.75% of par, and Zayo added a new $650 million term loan tranche under the Credit Agreement at a price of 99.75% of par. The incremental $650 million tranche, together with the net proceeds of the offering of the 2027 Senior Notes, will be used to fund the consideration to be paid in connection with Zayo’s acquisition of Electric Lightwave Parent, Inc. Any excess net proceeds will be used for general corporate purposes, which may include repayment of other indebtedness, acquisitions, working capital and capital expenditures.

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2016

On November 7, 2016, Zayo acquired a data center in Santa Clara, the company’s first data center in Northern California, for $12.8 million. The Bay Area represents one of Zayo’s most extensive metro dark fiber footprints encompassing 1,500 route miles. The expansion was driven by strong customer demand in Northern California leveraging interplay between data center and communications infrastructure. The facility, located at 5101 Lafayette Street, includes 26,900 total square feet and three megawatts (MW) of critical power. The location is adjacent to the recently completed Levi’s Stadium and connects to multiple data centers in Silicon Valley via Zayo-owned fiber assets. The facility also includes high-efficiency power and cooling infrastructure, seismic reinforcement to “1.5” and proximity to Zayo’s long haul dark fiber routes between San Francisco and Los Angeles.

On July 22, 2016, Zayo successfully completed the repricing of its $361 million term loan tranche under its existing credit agreement. The $361 million term loan tranche was repriced at par and will bear interest at a rate of LIBOR plus 2.75 percent, with a minimum LIBOR rate of 1.00 percent. The facility was made fungible with the existing term loan B-1 tranche.

On April 14, 2016, Zayo closed its previously announced private offering of $550 million aggregate principal amount of its 6.375% Senior Notes due 2025, through an add-on to its existing issue. Zayo used the net proceeds from the offering plus cash on hand to (i) redeem its approximately $326 million of remaining 10.125% Senior Notes due 2020, including the required make-whole premium and accrued interest, and (ii) repay approximately $197 million of borrowings under its secured term loan facility.

On April 1, 2016, Zayo acquired Clearview International LLC for a purchase price of $18.9 million. Clearview operated two data centers, located at 6606 LBJ Freeway in Dallas and 700 Austin Avenue in Waco, totaling approximately 30,000 square feet of colocation space. Zayo continues to experience strong demand resulting from the interplay between data center and fiber needs across its markets and particularly in the greater Dallas-Fort Worth metropolitan area.

On January 15, 2016, Zayo successfully completed the offering of a new $400 million term loan tranche under its existing credit agreement. The net proceeds were primarily used to finance the previously announced acquisition of Allstream Inc.

On January 15, 2016, Zayo acquired Allstream for a purchase price of CAD $465 million. The acquisition establishes Zayo as the only Pan-U.S./Canada fiber network provider, and added five dense metro networks to Zayo’s footprint. The acquisition added more than 18,000 route miles to Zayo’s fiber network, including 12,500 miles of long-haul fiber connecting all major Canadian markets and 5,500 route miles of metro fiber network connecting approximately 3,300 on-net buildings concentrated in Canada’s top five metropolitan markets.

On January 7, 2016, Zayo acquired Stream Data Centers’ 36,000 square foot Dallas facility located at 1100 Empire Central Place. The purchase strengthens Zayo’s Dallas data center footprint to 61,000 square feet across four locations. The site provides access to Zayo’s dense fiber backbone in Dallas, which spans more than 3,500 miles, inclusive of a large, previously announced fiber-to-the-tower deployment. The new data center tethers to Zayo’s key points-of-presence in 1950 N. Stemmons Freeway and 2323 Bryan Street via Zayo’s diverse, high-count fiber network.

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2015

On December 31, 2015, Zayo acquired Viatel‘s infrastructure and non-Irish carrier and high bandwidth business from the Digiweb Group, a full service telecommunications and managed solutions operator, based in Dublin, Ireland. The acquisition of Viatel added an 8,400 kilometer fiber network across eight countries to Zayo’s European footprint, including 12 new metro networks, seven data centers and connectivity to 81 on-net buildings. The new capability significantly expanded Zayo’s global capabilities, provided Pan-European infrastructure and connectivity to key subsea cable systems, delivering traffic to and from North America, Asia and Africa.

On November 19, 2015, Zayo extended their offer to exchange up to $1,780,000,000 aggregate principal amount of their 6.00% Senior Notes due 2023 and 6.375% Senior Notes due 2025 for an equal amount of their outstanding, unregistered 6.00% Senior Notes due 2023 and 6.375% Senior Notes due 2025, respectively. Holders of $1,423,789,000 aggregate principal amount of the 2023 Outstanding Notes and holders of $279,970,000 aggregate principal amount of the 2025 Outstanding Notes subject to the offer have delivered valid tenders pursuant to the offer. Except as set forth herein, the terms and conditions of the offer remain unchanged. Zayo may further extend the expiration date of the offer in its sole discretion.

On May 6, 2015, Zayo Group LLC completed a private offering of $350.0 aggregate principal amount of senior unsecured notes. The $350.0 Senior Unsecured Notes bear interest at the rate of 6.375% per year. The $350.0 Senior Unsecured Notes will mature on May 15, 2025. The net proceeds from the $350.0 Senior Unsecured Notes were used to repay a portion of the company’s Term Loan Facility. On this date the company also entered into an amendment and restatement of its Credit Agreement. The Amended and Restated Credit Agreement extended the maturity of the Term Loan Facility to 2021, aligned certain covenants with the New 2023 Notes and added additional covenant flexibility.

On April 17, 2015, Zayo entered into a Seventh Amendment to their Credit Agreement governing their Term Loan Facility and the Revolver. Under the Seventh Amendment, the Revolver was increased from $250.0 to $450.0, and the maturity date of the Revolver was extended. The Seventh Amendment also increased the letter of credit commitment from $30.0 to $50.0 and removed the Fixed Charge Coverage Ratio maintenance requirement and replaced such covenant with a springing Senior Secured Leverage Ratio maintenance requirement that will come into effect if at any time the Term Loan Facility is amended or refinanced to remove all financial maintenance covenants.

On March 17, 2015, Zayo completed a follow-on public offering of 21,850,000 shares of its common stock, consisting of 4,000,000 shares sold by the company and 17,850,000 shares sold by the selling stockholders (including shares sold by the selling stockholders pursuant to the exercise in full of the underwriters’ option to purchase additional shares), at a price to the public of $27.35 per share. Zayo intends to use the net proceeds of the offering for general corporate purposes, which may include acquisitions, working capital, capital expenditures and repayment of indebtedness.

On January 23, 2015, Zayo completed a private offering (the “Notes Offering”) exempt from registration under the Securities Act of 1933, as amended, of $700 million aggregate principal amount of 6% senior unsecured notes due 2023. The net proceeds from the Notes Offering will be used to fund the purchase price to be paid in connection with Zayo’s pending acquisition of Latisys. Any excess net proceeds will be used for general corporate purposes, which may include repayment of indebtedness, acquisitions, working capital and capital expenditures.

On January 14, 2015, Zayo signed an agreement to acquire the operating units of Latisys, a colocation and infrastructure as a service (“IaaS”), for $675 million. The transaction brings together Zayo’s unique fiber assets and interconnect-oriented zColo data centers with Latisys’ high density facilities, including eight data centers with more than 185,000 square feet of billable space and 33 megawatts of critical power. The acquisition of Latisys will provide Zayo’s colocation division, zColo, with data center presence in four new markets, while expanding Zayo’s data center portfolio to 45 facilities within the US, France and the UK. The transaction will be funded with senior unsecured indebtedness as permitted by existing debt covenants, subject to market conditions, and is expected to close within the current quarter, subject to customary approvals.

On January 6, 2015, Zayo closed its acquisition of the carrier and enterprise segment of Buhler, Kan. based IdeaTek Systems. Zayo’s $52 million purchase of IdeaTek’s network, funded with cash on hand, added 1,800 route miles to Zayo’s network in Kansas, and included a dense metro footprint in Wichita, KS. The network spans Kansas and connects to over 600 cellular towers and over 100 additional buildings. IdeaTek will retain its residential and small-business divisions, and will continue to operate under the name IdeaTek Telecom, LLC. IdeaTek network complements Zayo’s existing network, which spans more than 81,500 route miles across the U.S. and Europe and connects to more than 16,000 buildings.

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2014

On October 17, 2014, Zayo successfully completed its initial public offering (IPO) of 24,079,002 shares of common stock, which consisted of 16,008,679 shares sold by the Company (Zayo) and 8,070,323 shares sold by the selling stockholders at a price to the public of $19.00 per share. Morgan Stanley, Barclays, and Goldman, Sachs & Co. acted as lead book-running managers and representatives of the underwriters for the offering. RBC Capital Markets, Citigroup and SunTrust Robinson Humphrey acted as joint book-running managers for the offering. Zayo will use the net proceeds of the IPO for general corporate purposes, which may include the redemption of certain outstanding indebtedness, acquisitions, working capital and capital expenditures.

On July 2, 2014, Zayo acquired Colo Facilities Atlanta (“AtlantaNAP”), an Atlanta data center and managed solutions provider. The acquisition of AtlantaNAP yields over 72,000 square feet of total data center space, including 42,000 square feet of conditioned colocation space, bringing Zayo’s data center count to 28 locations. Funded with cash on hand, the purchase opens a new market for Zayo’s colocation division, zColo, and complements Zayo’s Atlanta fiber network, which spans more than 600 route miles.

On July 1, 2014, Zayo acquired Neo Telecoms (“Neo”), a Paris-based Bandwidth Infrastructure company. The acquisition adds many route miles of Dark Fiber and more than 500 on-net buildings to Zayo’s network. Neo also operates 9 colocation centers across France, offering more than 36,000 square feet of data center space. The Paris and regional network throughout France will be integrated into Zayo’s existing European network connecting London, Frankfurt and Amsterdam and the U.S.

On May 16, 2014, Zayo acquired Geo Networks Ltd (“Geo”)", a London-based dark fiber provider. Geo owns and operates a high-capacity fiber network in the UK, providing managed networks, dark fiber and colocation. The Geo acquisition will significantly increase Zayo’s fiber footprint in the UK, adding over 1,800 miles of national fiber connecting 130 data centers, telehouses and key internet exchanges. It also will provide direct access to major cities including Manchester, Birmingham and other significant commercial regions. In addition to enhancing Zayo’s UK network, Geo’s fiber enables Zayo to establish a presence in Ireland through the diverse optical fiber subsea system, East-West Ring, providing diverse connectivity to Dublin, a strategic hub for data centers and cloud service providers.

On May 19, 2014, Zayo successfully completed the amendment of its credit agreement, including a $275 million add-on to its term loan facility. The $1.74 billion term loan facility was increased by the $275 million to $2.015 billion. A portion of the offering proceeds were used to repay Zayo’s $150 million of borrowings on its revolving credit facility, which was drawn to help fund its previously announced acquisition of Geo Networks Ltd. The remaining proceeds will be used to fund the acquisition of Neo Telecoms Group, which is expected to close on July 1, 2014.

On March 6, 2014, Zayo acquired CoreXchange, Inc., a data center, bandwidth and managed solutions provider in Dallas, Texas. The purchase adds one new data center, located at 8600 Harry Hines Blvd, to the zColo portfolio. In addition, zColo will secure an additional 12,000 square feet in CoreXchange’s suite at its existing data center in the Dallas Infomart at 1950 N. Stemmons Freeway.The acquisition yields over 18,000 square feet of total data center space and brings zColo’s national data center count to 27 locations. As a part of the acquisition, Zayo will also assume ownership of ColoUnlimited, CoreXchange’s online presence that facilitates simple, real-time online sales and ordering of colocation.

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2013

On May 31, 2013, Zayo acquired Core NAP, an Austin-based data center operator. With this acquisition, the company has expanded the data center facility offering to 21 locations, including the 7218 McNeil Drive colocation. The latest Tier-3 data center offers carrier-neutral colocation to enterprise customers and complements Zayo's recent 2012 expansion of metro and long haul solutions throughout the Austin area.

On October 2, 2013, Zayo completed the purchase of Access Communications, which includes a 1,200-mile metropolitan fiber network, covering the greater Minneapolis-St. Paul metropolitan area. It connects more than 500 on-net buildings, including the area’s major data centers and carrier hotel facilities.

On October 7, 2013, Zayo announced its acquisition of FiberLink, a Midwest-based dark fiber operator. FiberLink is routed between Chicago and Denver, covering over 1,200 miles of network. With this acquisition, Zayo offers approximately 26,000 routes miles of dark fiber with associated colocation and technical support.

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2012

On July 2, 2012, Zayo completed the financing of $3.3 billion in equity and debt in conjunction with the close of its acquisition of AboveNet and the refinancing of all current Zayo and AboveNet debt. The funding consisted of $472 million in equity and $2.87 billion of new debt plus, a new $225 million revolving credit facility. GTCR LLC, a leading Chicago-based private equity firm, led the Series C round of equity financing. Several existing investors also made incremental investments. The debt includes a $1.62 billion term loan due in 2019, $750 million of 8.125% Senior Secured First-Priority Notes due in 2017, and $500 million of 10.125% Senior Unsecured Notes due in 2020.

On May 1, 2012, Zayo acquired Arialink bolstering its fiber networks in the Lansing and Ann Arbor, Michigan areas. Additionally, in June Zayo announced that it had executed a definitive agreement to acquire FiberGate, Inc., adding 130,000 fiber miles to Zayo’s metro network in and around the greater Washington D.C. area. Zayo announced the acquisition of USCarrier in August and closed the deal in October. Later in October, the company announced the acquisition of First Telecom Services. Before year's end, Zayo also executed an agreement to acquire Baltimore, Maryland-based Litecast/Balticore, LLC, a provider of metro Bandwidth Infrastructure solutions, for $22 million.

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2011

In December 2011, Zayo announced that it had completed its latest round of debt fund raising totaling $315 million in a five-year term loan. The loan was marketed by RBC Capital Markets, Barclays Capital and SunTrust and allocated to 25 institutional investors. Initially marketed for $295 million, strong demand for the instrument led to upsizing the amount. The funds were used to complete the announced $345 million acquisition of 360networks, with the remainder of the purchase price and transaction expense funded by cash on hand. The 360networks acquisition was transformative in that it tied together Zayo’s unique western metro markets to create a nationwide fiber network. At the end of 2011, Zayo acquired the MarquisNet data-center business in Las Vegas, complementing its robust Las Vegas fiber network.

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2010

In March 2010, Zayo issued $250 million in first lien senior secured notes in anticipation of its acquisition of AGL Networks. A portion of the proceeds were used to repay all outstanding amounts under the company’s former credit agreements. Morgan Stanley and Royal Bank of Canada were joint book-running managers on the offering while Barclays, Oppenheimer and SunTrust Robinson Humphreys served as co-managers. The Notes were issued to pay at an interest rate of 10.25% and mature in 2017.

In September 2010, Zayo completed $100 million tack-on to the $250 million Senior Secured Notes. The company used a portion of the proceeds to fund the acquisition of American Fiber Solutions. Additionally in 2010, Zayo acquired Dolphini’s Cummins Station data center and colocation solutions, bringing the total number of acquisitions to date to 15.

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2009

In March 2009, Zayo announced a total of $128 million of new equity had been raised in its Series B round of equity financing. The first closing of the round was announced on February 12th, with Charlesbank Capital Partners leading the round in addition to all of Zayo’s existing equity investors increasing their investment in the company. Morgan Stanley Alternative Investment Partners (Morgan Stanley AIP) joined to round out the total. At this time, Zayo’s equity syndicate consisted of Battery Ventures, Centennial Ventures, Charlesbank Capital Partners, Columbia Capital, MC Partners, Morgan Stanley AIP, and Oak Investment Partners.

In September 2009, Zayo announced an additional debt raise of $30 million. CoBank, Royal Bank of Canada and SunTrust acted as financial advisors and provided the debt capital in the form of a term loan. The financing was used to partially fund Zayo’s acquisition of FiberNet Telecom Group, Inc.

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2008

In March 2008, Zayo closed on $30 million in debt financing, once again led by CIT with support from CoBank and Hercules Technology Growth Capital, Inc. The incremental debt allowed for the company’s acquisition of Citynet Fiber Network (CFN), the wholesale division of integrated communications provider, Citynet. This increased the total debt facility raised by Zayo to $115 million to date.

In October 2008, Zayo locked in on a $35 million debt facility, maintaining its ability to secure debt financing in a tumultuous economy. The new funding provided for the finalization of previously announced agreements to acquire Columbia Fiber Solutions, select assets of Adesta Communications, multiple fiber networks from Citynet and Northwest Telephone (in two transactions over 2008 and 2009). The addition of those three, and that of select assets of CenturyTel in July of that year, brought Zayo’s acquisitions count to nine by the end of 2008. To date, Zayo’s network spanned 19,645 miles, serving 1,650 on-net locations in 128 markets across 23 states. The incremental term debt would also allow Zayo to fund future mergers and acquisitions, while increasing its capital program in 2009.

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2007

In August 2007, Zayo held its Series A Round of investing and raised $225 million in private equity funding led by Oak Investment Partners, Columbia Capital and MC Partners. Other investors included Colorado-based Centennial Ventures and Battery Ventures. Later in the year, Zayo secured an $85 million debt facility in a round of financing led by CIT Group Inc. Also involved were CoBank and Hercules Technology Growth Capital, Inc. as co-sponsors of the facility. The funding, coupled with the $225 million raised earlier in the year provided Zayo sufficient capital to support its overall growth strategy and acquisitions of fiber-based communication businesses. By the end of the year 2007, Zayo had made five acquisitions: Memphis Networx, PPL Telcom, Indiana Fiber Works, VoicePipe and Onvoy Inc.

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