8-K Press Release

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): November 7, 2018

 


 

Zayo Group Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware

 

001-36690

 

26-1398293

(State or other jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer

incorporation or organization)

 

 

 

Identification No.)

 

1821 30th Street, Unit A, Boulder, CO 80301

(Address of Principal Executive Offices)

 

(303) 381-4683

(Registrant's Telephone Number, Including Area Code)


 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 


 

Item 2.02.  Results of Operations and Financial Condition.

 

On November 7, 2018,  Zayo Group Holdings, Inc. (the “Company”) issued a press release setting forth its financial results for the quarter ended September 30, 2018. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information contained in this Item 2.02 and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission (“SEC”) under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

 

Item 7.01.  Regulation FD Disclosure.

 

On November 7, 2018, the Company issued a press release announcing its plans to separate into two public companies, one focused on communications infrastructure and one on enterprise services.  A copy of the press release is attached hereto as Exhibit 99.2.

 

The information contained in this Item 7.01 and Exhibit 99.2, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act and shall not be deemed incorporated by reference in any filing with the SEC under the Exchange Act or the Securities Act whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)

Exhibits.  The following exhibits are furnished with this Form 8-K:

 

 

 

 

Exhibit No.

 

Description

99.1

 

Press Release dated November 7, 2018 entitled “Zayo Group Holdings, Inc. Reports Financial Results for the First Fiscal Quarter Ended September 30, 2018.

99.2

 

Press Release dated November 7, 2018 entitled “Zayo Announces Plans to Separate into Two Public Companies, one focused on Communications Infrastructure and one on Enterprise Services.”

 

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 SEC.

 


 

 

 

SIGNATURE

 

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

Zayo Group Holdings, Inc.

 

 

 

 

By:

 /s/ Matt Steinfort

 

Matt Steinfort

 

Chief Financial Officer

 

 

 

 

 

 

DATED:  November 7, 2018