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ZAYO GROUP LLC FILES (8-K) Disclosing Regulation FD Disclosure, Financial Statements and Exhibits

May 1, 2014



Item 7.01. Regulation FD Disclosure

On April 27, 2014, Zayo Group, LLC ("Zayo" or the "Company") entered into a Sale and Purchase Agreement (the "Agreement") with Neo Telecom Group ("Neo Telecoms"), a Paris-based bandwidth infrastructure company, and certain shareholders of Neo Telecom Group. Upon the close of the transaction contemplated by the Agreement, Zayo will acquire an approximate 96% equity interest in Neo and its subsidiaries. The agreement also includes a contractual mechanism to acquire the remaining approximate 4% equity interest on or after December 31, 2015. The purchase price of 58.0 million Euros is in consideration of acquiring full equity ownership in Neo Telecoms and is subject to certain adjustments at close and post-closing. The Company expects the purchase price will be paid with cash on hand. The Agreement is subject to customary closing conditions and approvals and is expected to close at the end of the fourth quarter of Fiscal 2014.

Neo currently operates Paris' first fiber-optic Metropolitan Area Network (MAN), enabling companies across France to connect to Paris' international business hub. Neo provides dark fiber, IP, Ethernet, wavelength and colocation services to high-bandwidth companies in continental Europe and serves more than 600 carrier and enterprise customers, primarily concentrated in the technology, media, telecom, and finance sectors.

The Company issued a press release on April 28, 2014 announcing the Agreement.

A copy of the press release is filed as Exhibit 99.1 to this filing on Form 8-K and is incorporated by reference in this Item 7.01.

Item 9.01. Financial Statements and Exhibits

(a) Exhibits. The following exhibit is furnished with this Form 8-K:

Exhibit No. Description 99.1 Press Release dated April 28, 2014



The information contained under Item 7.01 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. Portions of this report may constitute "forward-looking statements" as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Additional information about issues that could lead to material changes in the Company's performance is contained in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date hereof.

Investors should take into consideration, with respect to the Company, those risks and uncertainties discussed in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2013, including those under the heading "Risk Factors."

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