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Zayo Issues Statement in Response to Starboard’s Letter

Press Release

BOULDER, Colo. –
Zayo Group Holdings, Inc. (NYSE: ZAYO) (“Zayo” or the “Company”) today
issued the following statement in response to a letter from Starboard
Value LP (“Starboard”):

The Zayo Board of Directors and management team welcome the views of all
the Company’s shareholders and value constructive input toward the
common goal of enhancing the creation of shareholder value. While the
Company does not comment on discussions with specific shareholders, it
is important to note that members of the Company’s Board and management
team are in active dialogue with many of our top investors in an effort
to understand their views.

On March 6, Zayo indefinitely postponed its Analyst Day, previously
scheduled for March 14, 2019, to allow the Board and management team
time to evaluate strategic alternatives that may enhance shareholder
value. The Zayo Board comprises nine highly qualified directors, eight
of whom are independent, and all of whom have been actively engaged in
this effort, overseen by Lead Independent Director, Yancey Spruill.

The Zayo Board and management team take their fiduciary responsibilities
to shareholders seriously. This includes actively considering and
evaluating opportunities to enhance shareholder value, including an
assessment of the Company’s strategic priorities and opportunities, such
as potential partnerships, business combinations and other transactions.
We are objectively evaluating all options that will further this goal,
while at the same time remaining focused on our mission to provide
communications infrastructure to the world’s most impactful companies.

Goldman Sachs and J.P. Morgan are acting as financial advisors and
Skadden Arps is acting as legal advisor to Zayo.

About Zayo Group

Zayo Group Holdings, Inc. (NYSE: ZAYO) provides communications
infrastructure solutions, including fiber and bandwidth connectivity,
colocation and cloud infrastructure 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
130,000-mile network in North America 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 infrastructure
in its carrier-neutral data centers. Zayo provides users with flexible,
customized solutions and self-service through Tranzact, an innovative
online platform for managing and purchasing bandwidth. For more
information, visit

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 10-K dated August 24, 2018. 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


Shannon Paulk, Corporate Communications

, Investor Relations