Organization and Description of Business

12 Months Ended

Jun. 30, 2015

Organization and Description of Business

(1) ORGANIZATION AND DESCRIPTION OF BUSINESS

Zayo Group Holdings, Inc., a Delaware corporation, was formed on November 13, 2007, and is the parent company of a number of subsidiaries engaged in bandwidth infrastructure provision and services. Zayo Group Holdings, Inc. and its subsidiaries are collectively referred to as “Zayo Group Holdings” or the “Company.” The Company’s primary operating subsidiary is Zayo Group LLC (“ZGL”). Headquartered in Boulder, Colorado, the Company operates bandwidth infrastructure assets, including fiber networks and datacenters, in the United States and Europe to offer:

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Physical infrastructure, including dark fiber, mobile infrastructure and colocation services.

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Cloud and Connectivity, previously referred to as Lit Services, including wavelengths, Ethernet, IP, SONET and Cloud services.

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Other services, including Zayo Professional Services.

Stock Split and Amended and Restated Certificate of Incorporation

On October 9, 2014, the Company’s Board of Directors approved a 223,000-for-one stock split of the Company’s common stock. The stock split became effective upon filing of the amended and restated certificate of incorporation on October 10, 2014. Immediately subsequent to the stock split, 223,000,000 shares of common stock were outstanding. All of the shares outstanding and per share amounts have been retroactively adjusted to reflect the stock split in the accompanying condensed consolidated financial statements.

On October 10, 2014, the Company filed its amended and restated certificate of incorporation to authorize the issuance of additional shares of common and preferred stock, establish related voting and holding rights for these shares, and address certain other matters related to corporate governance.

Initial Public Offering

Prior to its initial public offering (“IPO”), Zayo Group Holdings was wholly owned by Communications Infrastructure Investments, LLC (“CII”). On October 22, 2014, the Company completed an IPO of 24,079,002 shares of common stock at an offering price of $19 per share. Shares sold in the IPO consisted of 16,008,679 shares sold by the Company and 8,070,323 shares sold by selling stockholders (including CII investors and employees, former employees, and directors and officers of the Company). Proceeds to the Company after deducting the underwriting discount and other offering expenses totaled approximately $282.0 million, and net proceeds to selling stockholders, including the exercised underwriter option, totaled approximately $150.2 million. In March 2015, the Company completed a follow-on equity offering selling 4,000,000 shares of its common stock at a price of $27.35 per share. Proceeds of the follow-on equity offering to the Company after deducting the underwriting discount and other offering expenses totaled approximately $105.2. Proceeds to the Company from the IPO and follow-on equity offering are recorded as an increase in common stock and additional paid-in-capital, net of direct offering costs (including previously capitalized amounts), during the second and third quarters of Fiscal 2015. The Company’s shares were listed on the New York Stock Exchange (NYSE) on October 17, 2014 under the ticker symbol “ZAYO”.