Front Range posts early results of tenders offers, consent bids for Zayo notes

By Wendy Van Sickle

Columbus, Ohio, Jan. 31 – Front Range BidCo, Inc. announced early results of its cash tender offers for three series of notes co-issued by Zayo Group, LLC and Zayo Capital, Inc., according to a news release.

The notes include the $1.43 billion 6% senior notes due 2023 (Cusips: 989194AJ4, 989194AM7), the $900 million 6 3/8% senior notes due 2025 (Cusips: 989194AK1, 989194AL9, 989194AN5, U98832AF2, U98832AG0) and the $1.65 billion 5¼% senior notes due 2027 (Cusips: 989194AP0, U98832AH8).

By the early deadline, 5 p.m. ET on Jan. 31, Front Range said it had received tenders and consents from holders of $1,279,830,000, or 89.5%, of 2023 notes; $862,783,000, or 95.86%, of the 2025 notes; and $1,615,115,000, or 97.89%, of the 2027 notes.

As announced on Jan. 17, for each $1,000 principal amount of notes tendered, a total consideration is being offered of $1,020 for each series.

In each case the total consideration includes an early participation premium of $30 per $1,000 of notes, which will be paid only to holders who tendered by the early date.

Holders who tender after the early date will receive $990 per $1,000 of notes.

The offers will expire at the end of day on Feb. 14.

Holders will also receive accrued interest to the settlement date.

The company is concurrently soliciting consents to some proposed amendments governing the note indentures that would eliminate substantially all of the restrictive covenants, certain reporting obligations, certain events of default and related provisions.

Holders may not tender their notes without delivering their consents to the proposed amendments and may not deliver consents to the proposed amendments without tendering their related notes.

The tender offers are subject to some conditions, including the receipt of requisite consents under the relevant consent bid. For each series, consents would need to be received from holders of a majority of the notes, which condition was met by the early deadline.

The company said a supplemental indenture was executed Friday for each series of notes, but no supplemental indenture will become operative until the company has accepted for purchase a majority of notes for a given series.

Additionally, the offers are conditioned on consummation of a merger between Front Range and Zayo.

If the merger is completed but the applicable consent solicitation with respect to a series of notes is not completed, the co-issuers will be obligated to conduct an offer to purchase all outstanding notes of such series in accordance with the applicable indenture at a purchase price plus accrued interest.

Tenders could be withdrawn until 5 p.m. ET on Jan. 31.

Credit Suisse Securities (USA) LLC (800 820-1653 and 212 538-1862) and Morgan Stanley & Co. LLC (800 624-1808 and 212 761-1864) are the dealer managers and solicitation agents.

Global Bondholder Services Corp. (866 807-2200 or 212 430-3774) is the information and tender agent.

Zayo is a Boulder, Colo.-based provider of communications infrastructure.

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