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Zayo Announces the Waiver of Stockholders Agreement Restrictions and a Share Repurchase Program

Effective November 16, 2015, Transfer Restrictions waived on 156 million shares $500 Million Share Repurchase Program approved by Zayo’s Board

BOULDER, Colo. – November 10, 2015 – Zayo Group Holdings, Inc. (“Zayo” or “the Company”) (NYSE: ZAYO), a global provider of bandwidth infrastructure, today announced that the parties to the Stockholders Agreement dated October 22, 2014 and amended September 18, 2015 have agreed to waive the remaining transfer restrictions on approximately 156 million shares effective November 16, 2015.

In conjunction with this waiver, Zayo’s Board of Directors has authorized a $500 million, six month share repurchase program designed to mitigate volatility that may be associated with the accelerated release of transfer restrictions.

“The Company has a diverse set of pre-IPO investors, many of whom have been invested for over seven years. The original Stockholders Agreement was put in place by Zayo’s pre-IPO investors at the time of the IPO to facilitate coordination amongst the disparate group of pre-IPO investors. With the impending expiration of that agreement, the parties agreed to amend the agreement on September 18, 2015 to partially extend the transfer restrictions, in an effort to coordinate liquidity planning and execution for some pre-IPO investors,” explained Ken desGarennes, Zayo CFO. “The parties to the agreement concluded that the broader shareholder base would benefit by releasing the parties from ongoing share transfer restrictions, thereby minimizing the uncertainty and duration associated with the remaining scheduled restriction releases and potential actions of some pre-IPO investors. We continue to believe that the majority of newer pre-IPO shareholders have long-term investment horizons.”

The share repurchase program authorizes up to $500 million for the repurchase from time to time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with the federal securities laws. The actual timing, number and value of shares repurchased under the program will be determined by Zayo in its discretion and will depend on a number of factors, including the market price of the common stock, general market and economic conditions, applicable legal requirements and other factors.

“Zayo remains committed to maximizing equity value creation. We expect to continue to identify and allocate capital to organic opportunities and value-accretive acquisitions. The stock repurchase in no way signals a change in our view of investment opportunities,” emphasized Dan Caruso, Zayo’s chairman and CEO, “The Board’s authorization of this repurchase program reflects the strength of our balance sheet and our confidence in the long-term outlook for Zayo.”

For more information on Zayo, please visit www.zayo.com.

About Zayo Group

Zayo Group Holdings, Inc. (NYSE: ZAYO) provides bandwidth infrastructure services, including fiber and bandwidth connectivity, colocation and cloud services to the world’s leading businesses. Customers include wireless and wireline carriers, media and content companies and finance, healthcare and other large enterprises. Zayo’s 87,000-mile network in the U.S. and Europe includes extensive metro connectivity to thousands of buildings and data centers. In addition to high-capacity dark fiber, wavelength, Ethernet and other connectivity solutions, Zayo offers colocation and cloud services in its carrier-neutral data centers. Zayo provides clients with flexible, customized solutions and self-service through Tranzact, an innovative online platform for managing and purchasing bandwidth and services. For more information, visit zayo.com.

Forward Looking Statements

This press release contains a number of forward-looking statements. Words, and variations of words such as “believe,” “expect,” “plan,” “continue,” “will,” “should,” and similar expressions are intended to identify our forward-looking statements. No assurance can be given that future results expressed or implied by the forward-looking statements will be achieved and actual results may differ materially from those contemplated by the forward-looking statements. These forward-looking statements involve risks and uncertainties, many of which are beyond our control. For additional information on these and other factors that could affect our forward-looking statements, see our risk factors, as they may be amended from time to time, set forth in our filings with the SEC, including our Annual Report on Form 10-K filed on September 18, 2015.   We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation.

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