Digital Colony Partners, LP, managed by Digital Colony Management, LLC, EQT Infrastructure IV, managed by EQT Partners AB and Devonshire Investors (Delaware) LLC signed a definitive merger agreement to acquire Zayo Group Holdings, Inc. (NYSE:ZAYO) from Starboard Value LP and others for $8.4 billion on May 8, 2019. Under the terms of the transaction, the shareholders of Zayo Group will receive $35 in cash for each share of Zayo Group’s common stock. In addition, the restricted stock units of Zayo Group, both vested and unvested, as well those granted between May 8, 2019 and the closing of the transaction, will receive a cash payment of $35 per share. Each of EQT Fund Management S.à r.l. acting as manager of EQT Infrastructure IV EUR SCSp, EQT Infrastructure IV USD SCSp, EQT Infrastructure IV Co-Investment (B) SCSp and EQT Infrastructure IV Co-Investment (D) SCSp, Digital Colony Partners, LP, FMR LLC and DC Front Range Holdings I, LP have committed to provide equity financing. An executed debt commitment letter and a redacted fee letter from Credit Suisse AG, Cayman Islands Branch, Credit Suisse Loan Funding LLC, Morgan Stanley Senior Funding, Inc., Citigroup Global Markets Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., SunTrust Robinson Humphrey, Inc., SunTrust Bank, The Toronto-Dominion Bank, New York Branch and TD Securities (USA) LLC have been received to provide debt financing. The transaction is expected to be funded through debt financing in an aggregate principal amount of (i) senior secured term loan facilities in an aggregate principal amount equal to $6.24 billion, (ii) a senior unsecured bridge facility in an aggregate principal amount equal to $2.775 billion, and (iii) a multi-currency revolving credit facility in an aggregate principal amount equal to $500 million. On February 13, 2020, Front Range announced commencement of a private offering of $1 billion aggregate principal amount of senior secured notes due 2027 and $2.08 billion aggregate principal amount of senior unsecured notes due 2028, net proceeds from which will be used to partly finance the transaction. As of February 20, 2020, the aggregate principal amount of the secured notes was increased by $500 million to $1.5 billion and aggregate principal amount of the unsecured notes was decreased by $1 billion to $1.08 billion. In addition, there was a $500 million increase in the aggregate principal amount of the new senior secured credit facilities. Equity financing to be provided by the equity financing sources have committed to an aggregate equity subscription of up to approximately $6.4 billion to be used for funding the merger. Upon closing, Zayo Group will continue to operate as a stand-alone company. In termination event, Zayo Group will pay $209.7 million as termination fees as cash and Digital Colony Partners, LP, managed by Digital Colony Management, LLC, EQT Infrastructure IV, managed by EQT Partners AB and Devonshire Investors (Delaware) LLC will pay $419.4 million as termination fees in cash. Dan Caruso will continue to serve as Chief Executive Officer of Zayo Group for the foreseeable future. No lay-offs are expected as a result of the transaction. Post completion, Zayo Group will remain headquartered in Boulder, Colorado. The closing of the deal is subject to customary conditions, including receipt of specified required regulatory approvals, approval by shareholders of Zayo Group, the expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Act, review and clearance by the Committee on Foreign Investment in the United States, certain foreign antitrust regulatory approvals and certain other filings and approvals. The closing of the transaction is not subject to a financing condition. The transaction has been unanimously approved by Board of Directors of Zayo Group, Digital Colony Management, EQT Partners AB and Devonshire Investors (Delaware) LLC. As of July 26, 2019, the transaction has been approved the shareholders of Zayo. On July 31, 2019, the transaction received the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. On February 6, 2020, the transaction received approval from FCC. As of February 27, 2020, Zayo Group Holdings received all regulatory approvals for the acquisition. The transaction will close on the fifth business day after the day on which the last of the condition has been satisfied or waived and is expected to close by late first calendar quarter or early second calendar quarter of 2020. As of February 6, 2020, the transaction is expected to close in few months. As of February 27, 2020, the transaction is expected to close on March 9, 2020. Tim Ingrassia, Jason Rowe and Gregoire Baudot at Goldman Sachs & Co. LLC and Fred Turpin, Marco Caggiano and Albert Wong at J.P. Morgan Securities LLC acted as financial advisors to Zayo Group while Kenton J. King, Michael J. Mies, Michelle Gasaway, Andrew Foster, Frederic Depoortere, Donald Vieira, and Thomas Asmar of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor. Morgan Stanley and Deutsche Bank acted as financial advisors to Digital Colony and EQT Infrastructure, while David Lieberman, Chris May, Jim Cross, Nadine Thornton, Elaine Zhou, Minzala Mvula, Brian Steinhardt, Catherine Burns, Crystal Oparaeke, David Rubinsky, Erin Murphy, Caitlin Lucey, Caitlin Fitzgerald, Hui Lin, Eva Kang, Drew Purcell, Sergio Torres, Lori Lesser, Alysha Sekhon, Timothy Mulvihill , Timothy Gallagher, Robert Langdon, Robert Lee, Parker Kelsey, James Hays and Jeanne Annarumma of Simpson Thacher & Bartlett LLP acted as legal advisors to Digital Colony Management on forming and raising the fund. Simpson also acted as advisor for EQT. Innisfree M&A Inc. acted as the information agent to Zayo Group and will receive a fee of $0.02 million for its services. Zayo has agreed to pay J.P. Morgan a transaction fee of approximately $30 million, $3 million of which was payable following delivery of J.P. Morgan’s opinion and the remainder of which is contingent and payable upon consummation of the transactions contemplated by the merger agreement. Zayo has agreed to pay Goldman Sachs a transaction fee of approximately $30 million, $3 million of which became payable at announcement of the transaction, and the remainder of which is contingent upon consummation of the transaction. Goldman Sachs and J.P. Morgan Securities LLC acted as fairness opinion providers to Zayo Group. Shearman & Sterling LLP acted as legal advisor in the transaction. Cleary Gottlieb Steen & Hamilton acted as legal advisor to Goldman Sachs and J.P. Morgan. Digital Colony Partners, LP, managed by Digital Colony Management, LLC, EQT Infrastructure IV, managed by EQT Partners AB and Devonshire Investors (Delaware) LLC completed the acquisition of Zayo Group Holdings, Inc. (NYSE:ZAYO) from Starboard Value LP and others on March 9, 2020. As a result of the transaction completion, Zayo is now a privately held company and its common stock has ceased trading on the NYSE. 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 Zayo and members of any committee of the Zayo’s Board of Directors. Pursuant to the merger agreement, Marc C. Ganzi, Warren Roll, Carl Sjölund and Jan Vesely, became the Directors of Zayo.