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Zayo IPO. 2 | Proprietary and Confidential 2 Overview  Established team  Identified overall timeline – continue to track to overall timeline  Built.

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Presentation on theme: "Zayo IPO. 2 | Proprietary and Confidential 2 Overview  Established team  Identified overall timeline – continue to track to overall timeline  Built."— Presentation transcript:

1 Zayo IPO

2 2 | Proprietary and Confidential 2 Overview  Established team  Identified overall timeline – continue to track to overall timeline  Built out detailed project plan Executed on exploratory phase projects JunJulAugSepOct EXECUTION PHASE Quiet Period pricing organizational meeting Initial S- 1 filed fy 14 audit / S-1 final underwriter selection 2/5 BOD mtg JanFebMarAprMay EXPLORATORY PHASE 5/8 BOD mtg 9/18 BOD mtg

3 3 | Proprietary and Confidential 3 Exploratory Project Status Summary

4 4 | Proprietary and Confidential 4 Exploratory Project Status Summary Cont.

5 5 | Proprietary and Confidential 5 Exploratory Project Status Summary Cont.

6 6 | Proprietary and Confidential 6 IPO Execution Timeline Week of:Key ActivityResponsibilities April 28 th Pre-organizational meeting with Active Lead Bookrunners (April 30 th ) Begin due diligence Begin preparation of S-1 Begin preparation of organizational meeting presentation materials Develop detailed drafting schedule to filing date Z, AB, CC, UC, A Z, AB Z, AB, CC, UC May 5 th Distribute drafts of the following:  Business section outline  Lock-up letters  Directors’, officers’ and 5% shareholders’ questionnaires Business section drafting session Distribute draft of Underwriting Agreement Review management’s organizational meeting presentation materials AB UC, CC CC Z, AB, CC, UC UC Z, AB May 12 th Distribute revised business section Business section drafting session Circulate draft comfort letter and opinions of counsel Organizational meeting including due diligence with full syndicate (May 15 th ) Set up customer and supplier diligence calls Z, AB, CC, UC CC, UC, A All (Excl. Co-Mgrs) Z, AB May 19 th S-1 drafting session Host preliminary meeting with research analysts Start selection process for listing exchange and reserve ticker (timing flexible) Identify / address necessary 3 rd party data approvals Customer and supplier due diligence Z, AB, CC, UC Z, RA Z, CC CC, UC UW, UC, CC May 26 th S-1 drafting session Customer and supplier due diligence (cont’d) Z, AB, CC, UC UW, UC, CC Z = Zayo CC = Company Counsel RA = Research Analysts S = Sponsor / Major Shareholders AB = Active Bookrunners UC = Underwriters’ Counsel UW = All Underwriters A = Auditors Key Dates May 15 – Organizational Meeting Week of May 19 th – Research Analyst Meeting

7 7 | Proprietary and Confidential 7 IPO Execution Timeline Z = Zayo CC = Company Counsel RA = Research Analysts S = Sponsor / Major Shareholders AB = Active Bookrunners UC = Underwriters’ Counsel UW = All Underwriters A = Auditors Key Dates Week of June 9th – AC and BOD approve prelim S-1 Week of June 16 th – File Prelim S-1 Week of July 18 th – File 1 st amendment to S-1 Week of:Key ActivityResponsibilities June 2 nd S-1 drafting session Underwriter financial due diligence, including projections Z, AB, CC, UC Z, UW, UC, CC June 9 th Accounting due diligence S-1 drafting session Receive signed lock-up letters from directors, officers and 5% shareholders Obtain all necessary consents and approvals Agree in principal to form of underwriting agreement, opinions and comfort letter Board meeting to approve submission of S-1 to the SEC Z, UW, CC, UC, A Z, AB, CC, UC Z, CC, UC CC, UC Z June 16 th Underwriters clear commitment committees Finalize S-1 at the printers Initial SEC filing: Submit S-1 to the SEC, including audited FY 2011 – 2013 financials and FY Q1 – Q reviewed financials (June 16 th ) UW Z, AB, CC, UC, A Z, CC June 23 rd – July 7 th Initial SEC review period (typically 30 days) Prepare roadshow presentation (until roadshow launch) Draft company projection model for research analysts Z, AB, CC, UC Z, AB July 14 th – July 21 st Receive first round comments from SEC Finalize materials for financial session with research analysts Z, CC Z, AB July 28 th – Aug. 4 th Submit Amendment #1 to SEC Research analyst financial diligence Target finalizing choice of exchange Z, CC Z, RA Z, CC Aug. 11 th – Aug. 18 th Receive second round comments from SEC Continue work with analysts to build models Continue work on roadshow presentation and commence dry runs Z, CC Z, RA Z, AB, CC, UC

8 8 | Proprietary and Confidential 8 IPO Execution Timeline Z = Zayo CC = Company Counsel RA = Research Analysts S = Sponsor / Major Shareholders AB = Active Bookrunners UC = Underwriters’ Counsel UW = All Underwriters A = Auditors Key Dates Week of Aug 25th – File 2 nd Amendment to S-1 Sep 12 th – FY 2014 Audit complete / File 3 rd Amendment to S-1 Week of Sep 22 nd – File red herring Oct 2 nd - Pricing Week of:Key ActivityResponsibilities Aug. 25 th – Sept. 1 st Submit Amendment #2 to SEC Analysts complete preliminary models Preliminary investor targeting / roadshow layout Z, CC Z, RA Z, AB Sept. 8 th Receive third round comments from SEC Complete FY 2014 audit Financial and auditor diligence update on FY2014 financials Preliminary valuation discussion Underwriters clear committees with preliminary valuation 10-K filing (Sept. 10 th ) and update on Q1 Update analysts for FY 2014 financials and finalize models File Amendment #3, including FY 2014 audited financials and submit confidential cheap stock side letter Continue to work on roadshow presentation and conduct dry runs Z, CC Z, A Z, UW, CC, UC, A Z, S, AB Z, UW Z, CC Z, RA Z, CC Z, AB, CC, UC Sept. 15 th Receive and clear any outstanding comments from SEC Finalize roadshow presentation Finalize valuation and price range Z, CC Z, AB, CC, UC Z, S, AB Sept. 22 nd Go / no go call File Amendment #4 (red herring) with price range; print preliminary prospectus (Sept. 22 nd ) Management presentation to bookrunners’ sales forces and commence ~8 day U.S. roadshow Z, S, AB Z, CC Z, UW Sept. 29 th Bring down due diligence Complete roadshow Pricing (Oct. 2 nd ) Execute underwriting agreement, accountants deliver comfort letter, legal opinions delivered File and print final prospectus; issue press release All Z, UW Z, S, AB Z, UW, CC, UC, A Z, CC Oct. 6 th Close and fund IPO (T+3) (Oct. 8 th ) All


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