Front Range BidCo, Inc. Announces Offering of $1.00 Billion of Senior Secured Notes & $2.08 Billion of Senior Unsecured Notes...
February 13 2020 - 7:27AM
Business Wire
Front Range BidCo, Inc. (“Merger Sub”) announced today the
commencement of a private offering of $1.00 billion aggregate
principal amount of senior secured notes due 2027 (the “Secured
Notes”) and $2.08 billion aggregate principal amount of senior
unsecured notes due 2028 (together with the Secured Notes, the
“Notes”). Merger Sub intends to use the net proceeds from the
offering of the Notes as part of the financing for the previously
announced acquisition of Zayo Group Holdings, Inc. (“Zayo”) by a
consortium led by Digital Colony Partners and EQT Infrastructure
(the “Merger”).
Unless the Merger is consummated substantially simultaneously
with the closing of the offering of the Notes, the proceeds from
the offering will be deposited in escrow, with such proceeds to be
released to finance the consummation of the Merger, subject to the
satisfaction of customary conditions. Upon consummation of the
Merger, Merger Sub will merge with and into Zayo, with Zayo
continuing as the surviving corporation and a wholly owned
subsidiary of Front Range TopCo, Inc. (“Parent”), and Zayo will
assume all of Merger Sub’s obligations under the Notes. Upon
consummation of the Merger, the Notes will be guaranteed on a joint
and several basis by Parent and each of Zayo’s existing and future
wholly owned domestic restricted subsidiaries that will guarantee
obligations under the new senior secured credit facilities that
will be entered into in connection with the consummation of the
Merger, and the Secured Notes will be secured on a pari passu basis
by the collateral that will secure such new senior secured credit
facilities.
The offering of the Notes will be made in a private transaction
in reliance upon an exemption from the registration requirements of
the Securities Act of 1933, as amended (the “Securities Act”), in
the United States only to investors who are reasonably believed to
be “qualified institutional buyers,” as that term is defined in
Rule 144A under the Securities Act, or to certain non-U.S. persons
in transactions outside the United States pursuant to Regulation S
under the Securities Act. The Notes and, from and after the Merger,
the related guarantees have not been registered under the
Securities Act or the securities laws of any other jurisdiction and
may not be offered or sold in the United States without
registration or an applicable exemption from registration
requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of any
of the Notes in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
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version on businesswire.com: https://www.businesswire.com/news/home/20200213005423/en/
Media: Shannon Paulk, Corporate Communications
303-577-5897 press@zayo.com
Investors: Brad Korch, Investor Relations
720-306-7556 IR@zayo.com
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