17 Jan Front Range BidCo, Inc. Commences 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 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 Notes tendered may be withdrawn at any time at or before 5:00 p.m., New York City time, on January 31, 2020 (such time and date with respect to each Offer, as it may be extended, the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:
Notes due 2023
Notes due 2025
Notes due 2027
* 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.
Media:Shannon Paulk, Corporate Communications
Investors:Brad Korch, Investor Relations