Front Range BidCo, Inc. (“Merger Sub”) has announced the commencement of a private offering of USD 1.00 billion aggregate principal amount of senior secured notes due 2027 (the “Secured Notes”) and USD 2.08 billion aggregate principal amount of senior unsecured notes due 2028 (together with the Secured Notes, the “Notes”), the company said.
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.