31 Jan Front Range BidCo, Inc. Announces Early Results of its Cash Tender Offers and Related Consent Solicitations for 6.00% Senior Notes due 2023, 6.375% Senior Notes due 2025 and 5.750% Senior Notes due 2027 of Zayo Group, LLC and Zayo Capital, Inc.
BOULDER, Colo.–(BUSINESS WIRE)–Front Range BidCo, Inc. (the “Company”) announced today that, as of 5:00 p.m., New York City time, on January 31, 2020 (the “Early Tender Date”), as reported by the information and tender agent, in connection with the Company’s previously announced cash tender offers (the “Offers”) and related consent solicitations (the “Consent Solicitations”) 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”), it had received tenders and consents from holders of (i) approximately $1,279,830,000 aggregate principal amount, or 89.50%, of the outstanding 2023 Notes, (ii) approximately $862,783,000 aggregate principal amount, or 95.86%, of the outstanding 2025 Notes, and (iii) approximately $1,615,115,000 aggregate principal amount, or 97.89%, of the outstanding 2027 Notes.
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 deadline to validly withdraw tenders of Notes in each Offer was 5:00 p.m., New York City time, on January 31, 2020 (such time and date with respect to each Offer, the “Withdrawal Deadline”); 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.
The table below summarizes certain payment terms of the Offers and the Consent Solicitations:
Notes due 2023
Notes due 2025
Notes due 2027
* Per $1,000 principal amount of Notes.
Holders who have validly tendered 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.
The Offers will expire at 12:00 midnight, New York City time, at the end of the day on February 14, 2020, unless extended or earlier terminated (such time and date with respect to each Offer, as it may be extended, the “Expiration Date”). 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, and the settlement date for Notes purchased pursuant to each Offer is expected to be the date of the closing of the Merger (as defined below).
The Offers and Consent Solicitations are being made upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase and Consent Solicitation Statement dated January 17, 2020 (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”). 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.
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, 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. 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.
Shannon Paulk, Corporate Communications303-577-5897
Investors:Brad Korch, Investor Relations