Item 1.01 Entry into a Material Definitive Agreement
New Credit Agreement
On the Closing Date, Parent, Merger Sub, as the initial borrower prior to the
Effective Time, and the Company, as the borrower as of and after the Effective
Time, entered into a credit agreement with Credit Suisse AG, Cayman Islands
Branch, as administrative agent and collateral agent, and the lenders party
thereto (the "New Credit Agreement"). All obligations of the borrower under the
New Credit Agreement are guaranteed by Parent, the Company and certain
subsidiaries of the Company. Such guarantees are secured, subject to certain
exceptions, on a first-priority basis by a pledge of all capital stock and
assets of the guarantors.
4.000% Senior Secured Notes due 2027 and 6.125% Senior Notes due 2028
On the Closing Date, Merger Sub issued $1.50 billion aggregate principal amount
of 4.000% senior secured notes due 2027 (the "Secured Notes") and $1.08 billion
aggregate principal amount of 6.125% senior unsecured notes due 2028 (the
"Unsecured Notes" and, together with the Secured Notes, the "Notes"). The
Secured Notes will mature on March 1, 2027 and the Unsecured Notes will mature
on March 1, 2028.
The Notes are and will be fully and unconditionally guaranteed, jointly and
severally, by Parent and each of the Company's existing and future wholly-owned
domestic restricted subsidiaries that guarantee the obligations under the New
Credit Agreement or certain capital markets or other debt. The guarantees of any
guarantor will be released in the event such guarantor's guarantee under the New
Credit Agreement is released.
The indentures governing each of the Secured Notes and Unsecured Notes contain
customary negative covenants, events of default, optional redemption and
repurchase provisions.
Item 1.02. Termination of a Material Definitive Agreement
On the Closing Date, the Company (i) terminated all outstanding commitments
under that certain Amended and Restated Credit Agreement, originally dated as of
July 2, 2012, and amended and restated as of May 6, 2015 (as amended, the
"Existing Credit Agreement"), by and among Zayo Group, LLC ("Zayo Group"), Zayo
Capital, Inc. ("Zayo Capital"), Morgan Stanley Senior Funding, Inc., as term
facility administrative agent, SunTrust Bank, as revolving facility
administrative agent, and the lenders party thereto from time to time, (ii)
repaid in full all outstanding indebtedness of the Company and its subsidiaries
for borrowed money or in respect of loans and advances under the Existing Credit
Agreement, and (iii) terminated such agreement, including all undrawn
commitments thereunder.
Item 2.01. Completion of Acquisition or Disposition of Assets
As described in the Introductory Note above, at the Effective Time on the
Closing Date, Parent completed its previously announced acquisition of the
Company. As a result of the Merger, the Company survived as a wholly owned
subsidiary of Parent. At the Effective Time, each share of common stock, par
value $0.001 per share, of the Company (the "Shares") issued and outstanding
immediately prior to the Effective Time (except for certain Shares owned by
Parent, Merger Sub,
the Company or any of their respective wholly-owned subsidiaries) was
automatically converted into the right to receive $35.00 in cash (the "Per Share
Amount"), without any interest and less any applicable withholding taxes.
In addition, at the Effective Time, (i) each restricted stock unit granted under
the Company's 2014 Stock Incentive Plan (as amended and restated as of November
2, 2017) (each, a "Company RSU") that that was granted prior to the date of the
Merger Agreement and which was outstanding and unvested (treating for this
purpose any ongoing performance-based vesting condition to which any award of
Company RSUs is subject as deemed to be earned based on actual performance,
where the calculation as to actual performance is measured through immediately
prior to the Effective Time, the price per Share at the end of such performance
period (which determines whether performance has been attained) is the Per Share
Amount, and the aggregate value of such Company RSUs that vest based on such
performance, applying the applicable formulae in the award agreement pursuant to
which such Company RSUs were granted, is divided by the Per Share Amount) was
canceled and terminated and converted into the right to receive an amount in
cash equal to the Per Share Amount for each Share then subject to such Company
RSU (such cash amount being the "Company RSU Consideration") payable as promptly
as practicable following the Effective Time; (ii) any Company RSU granted during
the period commencing on the date of the Merger Agreement and ending immediately
prior to the Effective Time and which was outstanding and unvested immediately
prior to the Effective Time (treating for this purpose any ongoing
performance-based vesting condition to which any such award of Company RSUs is
subject as deemed satisfied based on the greater of the number of Company RSUs
subject to such award based on its targeted value or the number of Company RSUs
deemed to be earned based on actual performance (where the calculation as to
actual performance is measured through immediately prior to the Effective Time,
the price per Share at the end of such performance period (which determines
whether performance has been attained) is the Per Share Amount, and the
aggregate value of such Company RSUs that performance vest based on such
performance, applying the applicable formulae in the award agreement pursuant to
which such Company RSUs were granted, is divided by the Per Share Amount), with
the resulting number of Company RSUs remaining subject to the continued
time-based vesting requirements applicable to such award) was canceled and
terminated and converted into the right to receive an amount in cash equal to
the Company RSU Consideration with respect to each Share issuable under such
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continuing Listing Rule
or Standard; Transfer of Listing
The information set forth under Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.01.
On the Closing Date, the Company (i) notified the New York Stock Exchange (the
"NYSE") of the consummation of the Merger and (ii) requested that the NYSE file
with the SEC a Form 25 Notification of Removal from Listing and/or Registration
to delist and deregister the Shares under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Upon effectiveness of the
Form 25, the Company intends to file with the SEC a Certification and Notice of
Termination on Form 15 to deregister the Shares and suspend the Company's
reporting obligations under Section
13 and 15(d) of the Exchange Act. Trading of the Shares on the NYSE was halted
prior to the opening of trading on the Closing Date.
Item 3.03. Material Modification to Rights of Security Holders
The information contained in the Introductory Note and Items 2.01, 3.01 and 5.03
of this Current Report on Form 8-K is incorporated by reference into this Item
3.03.
As a result of the Merger, each Share that was issued and outstanding
immediately prior to the Effective Time (except as described in Item 2.01 of
this Current Report on Form 8-K) was converted, at the Effective Time, into the
right to receive the Per Share Amount. Accordingly, at the Effective Time, the
holders of such Shares ceased to have any rights as stockholders of the Company,
other than the right to receive the Per Share Amount.
Item 5.01. Change in Control of Registrant
The information contained in the Introductory Note and Items 2.01 and 5.03 of
this Current Report on Form 8-K is incorporated by reference into this Item
5.01.
As a result of the Merger, at the Effective Time, a change of control of the
Company occurred, and the Company became a wholly owned subsidiary of Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Pursuant to the Merger Agreement, at the Effective Time, Dan Caruso, Rick
Connor, Scott Drake, Donald Gips, Steven Kaplan, Cathy Morris, Linda Rottenberg,
Yancey Spruill and Emily White each ceased to be directors of the Company and
members of any committee of the Company's Board of Directors.
Pursuant to the Merger Agreement, at the Effective Time, the directors of Merger
Sub immediately prior to the Effective Time, Marc C. Ganzi, Warren Roll, Carl
Sjölund and Jan Vesely, became the directors of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The Amended and Restated Certificate of Incorporation of the Company and the
Amended and Restated Bylaws of the Company were each amended and restated in
their entirety at the Effective Time. Copies of the Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws of the Company are
attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated
herein by reference.
Item 8.01. Other Events
As previously disclosed, in connection with the Merger Agreement, Merger Sub
commenced cash tender offers (the "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 (the "2027 Notes" and,
together with the 2023 Notes and 2025 Notes, the "Existing Notes"), each
co-issued by Zayo Group, LLC and Zayo Capital, Inc. As of 8:30 a.m., New York
City time, on March 9, 2020 (the "Expiration Date"), (i) $1,280.4 million
aggregate principal amount, or 89.5%, of the outstanding 2023 Notes, (ii) $868.9
million aggregate principal amount, or 96.6%, of the outstanding 2025 Notes, and
(iii) $1,629.1 million aggregate principal amount, or 98.7%, of the outstanding
2027 Notes have been tendered pursuant to the Offers. On March 9, 2020, Merger
Sub accepted for purchase and purchased all Existing Notes validly tendered and
not validly withdrawn pursuant to the terms of the Offers. Payment for the
purchased Existing Notes was made on March 9, 2020.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Exhibit
2.1 Agreement and Plan of Merger, dated as of May 8, 2019, by and among
the Company, Parent and Merger Sub (incorporated by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K filed with
the SEC on May 9, 2019). (1)
3.1 Amended and Restated Certificate of Incorporation
3.2 Amended and Restated Bylaws
99.1 Press Release, dated March 9, 2020
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document).
Certain schedules and exhibits to this agreement have been omitted in
(1) accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted
schedule and/or exhibit will be furnished to the SEC upon request.
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