[Techtaffy Newsdesk]

Zayo Group, and AboveNet boards of directors have approved a definitive agreement under which Zayo will acquire  AboveNet for approximately$2.2 billion. As part of the transaction, GTCR, a Chicago-based private equity firm, will also make an equity investment in Zayo.

This transaction is not subject to any financing conditions.Morgan Stanley Senior Funding,  and Barclays have committed to provide Zayo Group, with sufficient committed debt financing that together with equity commitments from GTCR and Charlesbank Capital Partnerswill allow Zayo to consummate the acquisition.

The definitive agreement contains a 30-day “go-shop” provision, whereby AboveNet has the right to solicit and enter into discussions with respect to alternative acquisition proposals untilApril 17, 2012, subject to extension toMay 2, 2012 under certain circumstances.

J.P. Morgana cted as lead financial advisor to AboveNet withMoelis & Company  acting as co-advisor. Moelis & Company will lead the go-shop process with J.P. Morgan acting as co-advisor. Wiggin and Dana  is serving as AboveNet’s legal advisor. Willkie Farr & Gallagher is serving as legal counsel to AboveNet. Latham & Watkins  and Gibson Dunn & Crutcher are serving as GTCR’s and Zayo’s legal advisors, respectively.

The transaction, subject to customary approvals, is expected to close in mid 2012.

AboveNet is a provider of high bandwidth connectivity solutions for businesses and carriers. Its private optical network delivers key network and IP services in and among top U.S. and European markets.

Based in Louisville, Colo., privately owned Zayo Group is a national provider of fiber-based bandwidth infrastructure and network-neutral colocation and interconnection services.