WELCOME TO THE ZAYO STOCKHOLDER SETTLEMENT WEBSITE

This website has been established to provide general information related to the proposed settlement (the "Settlement") of the case known as Teamsters Local 237 Additional Security Benefit Fund and the Teamsters Local 237 Supplemental Fund for Housing Authority Employees and Alan Waterhouse v. Dan Caruso, C.A. No. 2020-0620-PAF. The Court which will be ruling on the Settlement is the Court of Chancery of the State of Delaware. The capitalized terms used on this website, and not otherwise defined, shall have the same meanings ascribed to them in the Stipulation and Agreement of Compromise and Settlement dated September 18, 2023 (the "Stipulation"), which can be found and downloaded by clicking on the Case Documents tab above. Your rights may be affected by the Settlement if you held outstanding shares of Zayo common stock, either of record or beneficially, at any time during the period from May 7, 2019, through and including, March 9, 2020 (the "Class Period").

This Settlement resolves all actual and potential claims arising from or relating to the merger transaction between Zayo and a consortium of equity co-investors anchored by private equity firms Digital Colony Partners, L.P. and EQT Fund Management S.à.r.l. and their affiliates (the “Transaction”) for $35.00 per share in cash (the “Transaction Consideration”). In consideration of the Settlement, a total of $27,125,000.00 in cash will be deposited into an account and will be distributed to the Settlement Payment Recipients according to the proposed Plan of Allocation, if approved by the Court.

The Court appointed the law firms of Robbins Geller Rudman & Dowd LLP, Friedlander & Gorris, P.A., Johnson Fistel LLP, and Bernstein Litowitz Berger & Grossmann LLP. to represent you and the other Class Members. You will not be directly charged for these lawyers. They will be paid from the Settlement Fund to the extent the Court approves their application for fees and expenses. If you want to be represented by your own lawyer, you may hire one at your own expense.

WHAT IS THIS LAWSUIT ABOUT?

As more fully described in the Notice of Pendency and Proposed Settlement of Class Action (the "Notice"), on May 7, 2019, the board of directors (the “Board”) of Zayo approved the Company’s entry into an Agreement and Plan of Merger (the “Merger Agreement”), under which Zayo agreed to the Transaction for $35.00 per share in cash.

On May 8, 2019, Zayo announced that it had entered into the Merger Agreement.

On June 26, 2019, Zayo issued a definitive proxy statement on Schedule 14A (the “Proxy”), in which the Board recommended that stockholders vote their shares in favor of adopting the Merger Agreement.

On July 12, 2019, non-party Zayo stockholder Massachusetts Laborers’ Annuity Fund (“Massachusetts Laborers”) sent a letter to the Board of Zayo demanding inspection of Zayo’s books and records, pursuant to 8 Del. C. § 220, for the purpose of investigating potential wrongdoing in connection with the Transaction.

On July 17, 2019, plaintiff Teamsters Local 237 sent a letter to the Board of Zayo demanding inspection of Zayo’s books and records, pursuant to 8 Del. C. § 220, for the purpose of investigating potential wrongdoing in connection with the Transaction.

On July 19, 2019, plaintiff Waterhouse sent a letter to the Board of Zayo demanding inspection of Zayo’s books and records, pursuant to 8 Del. C. § 220, for the purpose of investigating potential wrongdoing in connection with the Transaction.

On July 25, 2019, Teamsters Local 237 filed suit in the Delaware Court of Chancery for an order compelling the Company to allow it to inspect books and records relating to the Transaction. See generally Teamsters Local 237 Additional Security Benefit Fund v. Zayo Group Holdings, Inc., C.A. No. 2019-0572-PAF (Del. Ch.) (the “Teamsters Local 237 Section 220 Action”).

Also on July 25, 2019, Massachusetts Laborers filed suit in the Delaware Court of Chancery for an order compelling the Company to allow it to inspect books and records relating to the Transaction. See generally Massachusetts Laborers’ Annuity Fund v. Zayo Group Holdings, Inc., C.A. No. 2019-0573-PAF (Del. Ch.) (the “Massachusetts Laborers Section 220 Action”).

On July 26, 2019, Zayo held a special meeting of stockholders, at which the stockholders voted to approve the Merger Agreement.

On July 31, 2019, Waterhouse filed suit in the Delaware Court of Chancery for an order compelling the Company to allow him to inspect books and records relating to the Transaction. See generally Waterhouse v. Zayo Group Holdings, Inc., C.A. No. 2019-0589-PAF (Del. Ch.) (the “Waterhouse Section 220 Action,” and together with the Teamsters Local 237 Section 220 Action and the Massachusetts Laborers Section 220 Action, the “Section 220 Actions”).

On August 19 and 21, 2019, Zayo filed answers to the complaints in each of the Section 220 Actions.

Between August 20, 2019 and September 12, 2019, the parties in the Section 220 Actions each served requests for the production of documents and responses and objections to the requests for production of documents directed to them. After negotiations, on October 8, 2019, the parties in the Section 220 Actions executed a Settlement and Confidentiality Agreement providing for production of specified corporate books and records, including Board materials and certain emails from the Zayo email account of Caruso.

The Company produced books and records on September 17, October 11, and November 6, 2019, as the parties in the Section 220 Actions continued to meet and confer respecting the scope and completeness of Zayo’s production of books and records.

In all, between September 17, 2019 and January 8, 2020, Zayo produced 1,418 documents to the plaintiffs in the Section 220 Actions.

On March 9, 2020, the Transaction closed.

On July 24, 2020, Teamsters Local 237 and Waterhouse filed the complaint in this Action (the “Complaint”). The Complaint alleges a single count, for breach of fiduciary duty in connection with the Transaction and disclosure thereof, solely against Caruso.

On September 15, 2020, Teamsters Local 237, Waterhouse, and Massachusetts Laborers each filed a stipulation of voluntary dismissal closing their respective Section 220 Actions.

On October 30, 2020, Defendant filed a motion to dismiss the verified class action complaint in this Action, with his opening brief and supporting exhibits. Briefing on Defendant’s motion to dismiss was completed on February 12, 2021, and oral argument was held on May 19, 2021.

On August 31, 2021, the Court issued a Memorandum Opinion granting in part and denying in part Defendant’s motion to dismiss. The Court dismissed the Complaint to the extent it alleged that Caruso breached his fiduciary duties by his conduct in connection with the process leading to the Transaction (other than, as discussed below, his conduct in connection with Zayo’s public disclosures), reasoning that “Plaintiffs have alleged facts creating a pleadings-stage inference that Caruso was subject to a conflict of interest because he knew from the outset that the ultimately successful bidder required that Caruso remain as CEO post-closing,” but that, among other things, the “Complaint lacks allegations supporting a reasonable inference that Zayo’s Board did not act in a manner reasonably designed to manage the conflict or "maximize value” and “lacks well-pleaded allegations supporting a reasonable inference that Caruso disabled the Board by failing to inform it about critical events or by acting unilaterally without the Board’s knowledge.” The Court held that the Complaint adequately stated a claim that Caruso committed a breach of fiduciary duty in his capacity as an officer of Zayo in connection with a discussion between Caruso and a representative of Consortium B “that was not disclosed in the Proxy, even though the Proxy discloses other, similar communications between them regarding the Merger price.”

Following issuance of the Memorandum Opinion, the parties engaged in discovery.

On September 23, 2021, Plaintiffs served a first set of interrogatories and a first request for production of documents, directed to Defendant, to which Defendant served responses and objections on November 5, 2021.

On October 21, 2021, Plaintiffs served a subpoena duces tecum and ad testificandum directed to Zayo.

On November 19, 2021, Plaintiffs served subpoenas duces tecum and ad testificandum directed to each of Zayo’s non-executive directors.

On December 2, 2021, Plaintiffs served subpoenas duces tecum and ad testificandum directed to Digital Colony Acquisitions, LLC.

On January 27, 2022 and continuing thereafter, Defendant produced documents in response to Plaintiffs’ document requests, which included text and voice messages collected from Caruso’s cell phone.

On February 1, 2022, Defendant served a first set of requests for production of documents directed to Plaintiffs, to which Plaintiffs served responses and objections on March 4, 2022.

On May 3, 2022, Plaintiffs served a subpoena duces tecum and ad testificandum directed to EQT Partners Inc.

On October 31, 2022, Plaintiffs served a subpoena duces tecum directed to AT&T Inc.

On December 27, 2022, Plaintiffs served subpoenas duces tecum directed to J.P. Morgan Securities LLC, GTCR LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and Stonepeak Partners LP.

On March 24, 2022, Plaintiffs filed a motion to compel production of documents, seeking an order compelling Defendant to produce documents responsive to Plaintiffs’ requests.

On April 8, 2022, the Court convened a telephonic status conference respecting the motion to compel, at which Defendant confirmed that, following filing of the motion to compel, he had agreed to produce the requested documents in order to moot the motion to compel.

On April 29, 2022, Defendant filed a motion for bifurcation, seeking to bifurcate proceedings in this Action as between issues of liability and issues of damages (if any).

On October 10, 2022, after briefing and oral argument, the Court granted Defendant’s motion for bifurcation. The Court instructed the parties to continue to confer in good faith as to the scope of discovery. Following the Court’s order granting Defendant’s motion for bifurcation, Plaintiffs continued to meet and confer with Defendant and with certain third parties regarding the scope of discovery.

As of the date of the Stipulation, Plaintiffs have obtained and reviewed over 16,000 documents, totaling over 88,000 pages, from Defendant and third parties.

Plaintiffs, Defendant, and Zayo have engaged in substantial settlement negotiations, which included a January 3, 2023 mediation session before former U.S. District Judge Layn R. Phillips of Phillips ADR Enterprises following the exchange of opening and reply mediation statements. The January 3, 2023 mediation session did not result in a settlement, however the parties continued settlement discussions with the assistance and supervision of Judge Phillips over the next several months as discovery continued.

On July 28, 2023, each of the Parties agreed in principle to settle the Action for $27,125,000.00 in cash, subject to Court approval, the definitive terms of which are reflected in the Stipulation. The Stipulation is intended to fully, finally, and forever release, resolve, remise, compromise, settle, and discharge the Released Plaintiffs’ Claims and the Released Defendant’s Claims with prejudice. Defendant and Zayo have confirmed that there are no pending or known threatened federal securities claims that would be released as a result of the Stipulation. The entry by the Parties into the Stipulation is not, and shall not be construed as or deemed to be evidence of, an admission as to the merit or lack of merit of any claims or defenses that were asserted or could have been asserted in the Action.

Plaintiffs continue to believe that their claims have legal merit, but also believe that the Settlement set forth below provides substantial and immediate benefits for the Class. In addition to these substantial benefits, Plaintiffs and Plaintiffs’ Counsel have considered: (i) the attendant risks of continued litigation and the uncertainty of the outcome of the Action; (ii) the probability of success on the merits; (iii) the inherent problems of proof associated with, and possible defenses to, the claims asserted in the Action; (iv) the desirability of permitting the Settlement to be consummated according to its terms; (v) the expense and length of continued proceedings necessary to prosecute the Action against the Defendant through trial and appeals; (vi) the assistance and guidance of a respected mediator; and (vii) the conclusion of Plaintiffs and Plaintiffs’ Counsel that the terms and conditions of the Stipulation are fair, reasonable, and adequate, and that it is in the best interests of the Class to settle the Action on the terms set forth herein.

Based on Plaintiffs’ Counsel’s review and analysis of the relevant facts, allegations, defenses, and controlling legal principles, Plaintiffs’ Counsel believe that the Settlement set forth in the Stipulation is fair, reasonable, and adequate, and confers substantial benefits upon the Class. Based upon Plaintiffs’ Counsel’s evaluation as well as their own evaluations, Plaintiffs have determined that the Settlement is in the best interests of the Class and have agreed to the terms and conditions set forth herein.

The Released Defendant Parties deny any and all allegations of wrongdoing, fault, liability, or damage whatsoever and deny that Plaintiffs have asserted a valid legal claim; deny that any of them engaged in or committed any breach of duty, wrongdoing, or violation of law; deny that Plaintiffs or any of the other Class Members suffered any damage whatsoever; deny that any of them acted improperly in any way; and believe that each of them acted properly, in good faith and in a manner consistent with all legal duties at all times. The Settlement and the Stipulation shall in no event be construed as, or deemed to be, evidence of or an admission or concession on the part of the Released Defendant Parties with respect to any claim or factual allegation or of any fault or liability or wrongdoing or damage whatsoever or any infirmity in the defenses that any of the Released Defendant Parties has or could have asserted.

Defendant enters into the Stipulation solely because he considers it desirable that the Action be settled and dismissed with prejudice in order to, among other things, (1) eliminate the uncertainties, burden, inconvenience, distraction, and expense of further litigation, and (2) finally put to rest and terminate all claims that were or could have been asserted in the Action against the Released Defendant Parties. Nothing in the Stipulation shall be construed as an admission by Defendant of any wrongdoing, fault, liability, or damages whatsoever.

Plaintiffs, for themselves and on behalf of the Class, and Defendant agree that the Settlement is intended to and will resolve all actual or potential claims arising from or related to the Transaction on behalf of the Class and that this Settlement achieves a global and complete release of all claims arising from or related to the Transaction.

WHAT DOES THE SETTLEMENT PROVIDE?

The proposed Settlement will create a cash settlement fund of $27,125,000.00 (the “Settlement Amount”). The Settlement Amount, plus accrued interest, will be administered by the Administrator and the Escrow Agent and shall be used (i) to pay all Administrative Costs; (ii) to pay any fee and expense award, including any incentive awards to Plaintiffs; (iii) to pay any taxes and tax expenses; and (iv) following the payment of (i), (ii), and (iii) herein, for subsequent disbursement of the Net Settlement Fund to the Settlement Payment Recipients as provided in the Notice.

ADDITIONAL INFORMATION

Although the information in this website is intended to assist you, it does not replace the information contained in the Notice and Stipulation, both of which can be found and downloaded by clicking on the Case Documents tab above. We recommend that you read the Notice and other relevant case documents carefully.

IMPORTANT DATES AND DEADLINES