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Zayo Group Holdings, Inc. Completes Follow-on Public Offering of Common Stock

BOULDER, Colo. — March 17, 2015 — Zayo Group Holdings, Inc. (NYSE: ZAYO) (“Zayo”) announced today the completion of its follow-on public offering of 21,850,000 shares of its common stock, consisting of 4,000,000 shares sold by the Company and 17,850,000 shares sold by the selling stockholders (including shares sold by the selling stockholders pursuant to the exercise in full of the underwriters’ option to purchase additional shares), at a price to the public of $27.35 per share. Zayo intends to use the net proceeds of the offering for general corporate purposes, which may include acquisitions, working capital, capital expenditures and repayment of indebtedness.

Goldman, Sachs & Co., Barclays and Morgan Stanley acted as lead joint book-running managers and representatives of the underwriters for the offering.  RBC Capital Markets, J.P. Morgan, Citigroup and SunTrust Robinson Humphrey acted as joint book-running managers for the offering.

The offering of these securities is being made only by means of a prospectus.  Copies of the preliminary prospectus relating to the offering may be obtained from Goldman, Sachs & Co., via telephone: (866) 471-2526; facsimile: (212) 902-9316; email: prospectus-ny@ny.email.gs.com; or standard mail at Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282; from Barclays Capital Inc., via telephone: (888) 603-5847; email: Barclaysprospectus@broadridge.com; or standard mail at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717; or from Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on March 11, 2015.  This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any such offer or solicitation or any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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.  These forward-looking statements involve risks and uncertainties, many of which are beyond our control, and important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, risks related to the capital markets. 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 registration statement on Form S-1 related to the follow-on offering, as amended or supplemented from time to time.  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.

About Zayo Group

Based in Boulder, Colo., Zayo Group Holdings, Inc. (NYSE: ZAYO) is a publicly traded company that provides comprehensive Bandwidth Infrastructure services in over 300 markets throughout the US and Europe. Zayo delivers a suite of dark fiber, mobile infrastructure, and cloud & connectivity services to wireline and wireless customers, datacenters, Internet content providers, high-bandwidth enterprises, and government agencies across its robust 82,000 route mile network. The company also offers 45 carrier-neutral datacenter facilities across the US and France. Zayo was the first to offer bandwidth shopping and buying in under 2 minutes through Tranzact.