Front Range BidCo, Inc. (the “Company”) announced today that it
has commenced cash tender offers for any and all of the 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
(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”), upon the terms and subject to the conditions set
forth in the Offer to Purchase and Consent Solicitation Statement,
dated the date hereof (as it may be amended or supplemented from
time to time, the “Statement”), and in 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”) (each offer to purchase a series of Notes, an “Offer”
and collectively, the “Offers”). In connection with the Offers, and
on the terms and subject to the conditions set forth in the Offer
Documents, the Company is soliciting consents of holders of each
series of Notes (collectively, the “Consent Solicitations”) 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 Notes (the “Proposed Amendments”). Holders may not
tender their Notes without delivering their consents to the
Proposed Amendments and may not deliver consents to the Proposed
Amendments without tendering their related Notes. A valid
withdrawal of tendered Notes at or before the Withdrawal Deadline
(as defined hereinafter) will constitute the valid revocation of
consents.
The early tender deadline for each Offer is 5:00 p.m., New York
City time, on January 31, 2020 (such time and date with respect to
each Offer, as it may be extended, the “Early Tender Date”), and
each Offer will expire at 12:00 midnight, New York City time, at
the end of the day on February 14, 2020 (such time and date with
respect to each Offer, as it may be extended, the “Expiration
Date”), in each case, unless earlier terminated by the Company.
Notes tendered may be withdrawn at any time at or before 5:00 p.m.,
New York City time, on January 31, 2020 (such time and date with
respect to each Offer, as it may be extended, the “Withdrawal
Deadline”) but not thereafter, except in certain limited
circumstances as described in the Offer Documents. The Company may
extend an Early Tender Date without extending the related
Withdrawal Deadline.
The table below summarizes certain payment terms of the Offers
and the Consent Solicitations:
CUSIP Nos./ISINs
Outstanding Principal Amount
of Notes
Description of Notes
Tender Consideration*
Early Participation
Premium*
Total Consideration*
CUSIP: 989194AJ4,
989194AM7,
U98832AE5
ISIN: US989194AJ41,
US989194AM79,
USU98832AE54
$1,430,000,000
6.00% Senior Notes due 2023
$990.00
$30.00
$1,020.00
CUSIP: 989194AK1,
989194AL9,
989194AN5,
U98832AF2,
U98832AG0
ISIN: US989194AK14,
US989194AL96,
US989194AN52,
USU98832AF20,
USU98832AG03
$900,000,000
6.375% Senior Notes due 2025
$990.00
$30.00
$1,020.00
CUSIP: 989194AP0,
U98832AH8
ISIN: US989194AP01,
USU98832AH85
$1,650,000,000
5.750% Senior Notes due 2027
$990.00
$30.00
$1,020.00
* Per $1,000 principal amount of Notes.
Holders validly tendering Notes at or before the applicable
Early Tender Date will be eligible to receive the applicable Total
Consideration with respect to the Notes tendered. Holders validly
tendering Notes after the applicable Early Tender Date but at or
before the applicable Expiration Date will be eligible to receive
only the applicable Tender Consideration for such Notes, which is
equal to the applicable Total Consideration less the applicable
Early Participation Premium. In addition, holders whose Notes are
purchased in the Offers will receive accrued and unpaid interest in
respect of their purchased Notes from the last interest payment
date of such Notes up to, but not including, the applicable
settlement date for such Notes.
Subject to the terms and conditions of the applicable Offer
being satisfied or waived, the Company will, following the
applicable Expiration Date, accept for purchase all Notes of the
applicable series validly tendered at or before such Expiration
Date (and not validly withdrawn at or before the applicable
Withdrawal Deadline). The Company will pay the applicable Total
Consideration or the applicable Tender Consideration, as the case
may be, for the Notes accepted for purchase promptly following the
acceptance of such Notes for purchase.
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, (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, (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. If the Merger is completed but the applicable Consent
Solicitation with respect to a series of Notes is not completed,
the Co-Issuers will be obligated to conduct an offer to purchase
all outstanding Notes of such series in accordance with the
applicable indenture at a purchase price equal to 101.0% of the
principal amount thereof, plus accrued and unpaid interest up to,
but not including, the date of repurchase (such offer, a “change of
control offer”). The applicable Total Consideration for each series
of Notes offered in the applicable Offer is higher, and the
applicable Tender Consideration is lower, than the change of
control offer price under a change of control offer for such Notes.
The consummation of the Merger is not conditioned upon, either
directly or indirectly, the consummation of the Offers or the
Consent Solicitations.
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 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 Offer Documents that the Company will be
distributing to holders promptly. 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 or deliver their consents in the Consent
Solicitations.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200117005473/en/
Media: Shannon Paulk, Corporate Communications
303-577-5897 press@zayo.com
Investors: Brad Korch, Investor Relations
720-306-7556 IR@zayo.com
Zayo (NYSE:ZAYO)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Zayo (NYSE:ZAYO)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024