Acquisition to cement Zayo as a leading Pan-European infrastructure provider

LONDON– November 10, 2015 – Zayo Group Holdings, Inc. (“Zayo”) (NYSE: ZAYO), a leadingprovider of bandwidth infrastructure and network-neutral colocation and connectivity services,�today announced it has entered into a definitive agreement to acquire Viatel’s infrastructure and�non-Irish enterprise businesses. Viatel is a wholly owned subsidiary of the Digiweb Group, a full�service telecommunications and managed services operator, based in Dublin, Ireland. The�purchase price is approximately €95 million.

�The Viatel acquisition will provide Zayo with Pan-European intercity and metro fiber capability�via an 8,400 kilometer fiber network across eight countries. The transaction will add 12 new�metro networks, seven data centers and connectivity to 81 on-net buildings. Two wholly-owned�subsea cable systems will provide connectivity on two of Europe’s busiest routes – London�Amsterdam and London-Paris. The Viatel businesses to be acquired are highly aligned with�Zayo’s existing product and customer set, including a higher proportion of dark fiber revenue.

�“Viatel’s long-haul fiber network and colo assets combined with Zayo’s existing national UK,�France and U.S. networks provides truly international, seamless connectivity for Zayo’s existing�and new customers,” said Dan Caruso, chairman and CEO of Zayo. “Our Pan-European�infrastructure capability addresses new growth opportunities, including connectivity to key�subsea cable systems delivering traffic to and from high-growth regions such as Asia and�Africa.”

�“This transformative acquisition cements Zayo as a leading Pan-European Infrastructure�provider and positions Zayo to capture significant organic and inorganic growth in Europe and�beyond,” said Karl Maier, president of Zayo International.

�“The combination of Zayo and Viatel will provide far greater network reach and growth potential�for Viatel’s customers,” said Colm Piercy, CEO of Viatel. “We will continue to offer leading�Voice, Data and Hosting solutions in Ireland.”

�The all-cash transaction is expected to be funded with cash on hand and to close by the end of�the calendar year, subject to customary closing conditions.

�For more information about Zayo, please visit www.zayo.com.

�About Zayo Group

Zayo Group Holdings, Inc. (NYSE: ZAYO) provides bandwidth infrastructure services, including�fiber and bandwidth connectivity, colocation and cloud services 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 87,000-mile network in the U.S. 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 services in its carrier-neutral data centers. Zayo provides clients with�flexible, customized solutions and self-service through Tranzact, an innovative online platform�for managing and purchasing bandwidth and services. For more information, visit zayo.com.

�About Viatel

Viatel is a leading telecommunications company and provides Connectivity solutions tailored�specifically for larger Enterprise, Public Sector, Wholesale and Carrier customers throughout�Europe. With metro fiber and data centres in Dublin, London, Amsterdam, Frankfurt, Dusseldorf,�Paris, Rotterdam, Brussels, Zurich, Lyons, Bordeaux and Marseilles, Viatel also owns over�8,400 km of duct and fiber optic network infrastructure connecting 8 countries, 35 primary cities,�150 data centres and thousands of mid and large-sized enterprises. The company delivers an�extensive portfolio of leading data, cloud, managed services and voice solutions through its�wholly owned infrastructure, platforms and partner networks, and is a preferred connectivity�partner of London Stock Exchange. In addition, it is directly connected to the largest content�distribution networks, internet peering exchanges, public cloud platforms, and internet�companies globally.

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 September 18, 2015.  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.