ZAYO - Zayo Issues Statement in Response to Starboard's Letter

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 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 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 regulation.

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