WASHINGTON, June 5, 2024
/PRNewswire/ -- Cogent Communications Holdings, Inc. (NASDAQ:
CCOI) (the "Company" or "Cogent") today announced that two of its
wholly owned subsidiaries, Cogent Communications Group, LLC (f/k/a
Cogent Communications Group, Inc.) ("Cogent Group") and Cogent
Finance, Inc. (the "Co-Issuer" and, together with Cogent Group, the
"Issuers"), intend to commence an offering of $300.0 million aggregate principal amount of
7.000% senior notes due 2027 (the "Notes") to be offered and sold
only to persons reasonably believed to be "qualified institutional
buyers" in an unregistered offering pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and to
certain non-U.S. persons in transactions outside the United States in compliance with
Regulation S under the Securities Act. The Notes are expected to be
guaranteed on a senior unsecured basis by Cogent Group's existing
and future material domestic subsidiaries (other than the
Co-Issuer), subject to certain exceptions. In addition, the Notes
will be guaranteed on a senior unsecured basis by the Company;
however, the Company will not be subject to the covenants under the
indenture governing the Notes. Cogent Group intends to use
approximately $110 million of the net
proceeds from the offering to exercise a contractual option to
prepay in full an existing indefeasible right-of-use agreement with
an aggregate principal amount of approximately $125 million of monthly recurring payments
remaining held by a subsidiary of Cogent Infrastructure LLC, a
Delaware limited liability company
(f/k/a Cogent Infrastructure, Inc.), at a 12% discounted rate.
Cogent Group intends to use the remainder of the net proceeds for
general corporate purposes and/or to make special or recurring
dividends to the Company. The Notes will have the same maturity
date and call protection, bear interest at the same rate and
otherwise have substantially the same terms as the Issuers'
existing 7.00% senior notes due 2027 (the "Existing Unsecured
Notes"); however, the Notes will not be fungible (from
a trading or tax perspective) with the Existing Unsecured Notes and
will be a separate series of notes from the Existing Unsecured
Notes.
There can be no assurance that the issuance and sale of the
Notes will be consummated.
The information in this press release shall not constitute an
offer to sell or a solicitation of an offer to buy any of the Notes
or any other securities, and shall not constitute an offer to sell,
solicitation of an offer to buy or sale of any securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. The Notes have not been and will not be registered under
the Securities Act or the securities laws of any other
jurisdiction, and may not be offered or sold absent registration or
an applicable exemption from registration requirements.
About Cogent Communications
The Company (NASDAQ: CCOI) is a facilities-based provider of
low-cost, high-speed Internet access, private network services,
Internet Protocol version 4 address leasing, optical transport
services and data center colocation to bandwidth intensive
businesses. Cogent's facilities-based, all-optical IP network
provides services in hundreds of major metropolitan markets across
53 countries.
Cogent is headquartered at 2450 N Street, NW, Washington, D.C. 20037. Cogent can be reached
in the United States at (202)
295-4200 or via email at info@cogentco.com.
Except for historical information and discussion contained
herein, statements contained in this release constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to statements identified by words such as
"believes," "expects," "anticipates," "estimates," "intends,"
"plans," "targets," "projects" and similar expressions. The
statements in this press release are based upon the current beliefs
and expectations of the Company's management and are subject to
significant risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements. Numerous factors
could cause or contribute to such differences, including, among
others, risks related to the offering of the Notes, including that
such transaction may not occur and the use of proceeds thereof; the
impact of the Company's acquisition of the U.S. long-haul fiber
network (including the non-U.S. extensions thereof) of Sprint
Communications LLC and its subsidiaries (the "Wireline Business"),
including difficulties integrating the Company's business with the
acquired Wireline Business, which may result in the combined
company not operating as effectively or efficiently as expected;
transition services required to support the acquired Wireline
Business and the related costs continuing for a longer period than
expected; transition related costs associated with the acquisition;
the COVID-19 pandemic and the related government policies; future
economic instability in the global economy, including the risk of
economic recession, recent bank failure and liquidity concerns at
certain other banks or a contraction of the capital markets, which
could affect spending on Internet services and the Company's
ability to engage in financing activities; the impact of changing
foreign exchange rates (in particular the Euro to USD and Canadian
dollar to USD exchange rates) on the translation of the Company's
non-USD denominated revenues, expenses, assets and liabilities;
legal and operational difficulties in new markets; the imposition
of a requirement that we contribute to the US Universal Service
Fund on the basis of the Company's Internet revenue; changes in
government policy and/or regulation, including net neutrality rules
by the United States Federal Communications Commission and in the
area of data protection, cyber-attacks or security breaches of the
Company's network; increasing competition leading to lower prices
for the Company's services; the Company's ability to attract new
customers and to increase and maintain the volume of traffic on the
Company's network; the ability to maintain the Company's Internet
peering arrangements and right-of-way agreements on favorable
terms; the Company's reliance on a few equipment vendors, and the
potential for hardware or software problems associated with such
equipment; the dependence of the Company's network on the quality
and dependability of third-party fiber and right-of-way providers;
the Company's ability to retain certain customers that comprise a
significant portion of the Company's revenue base; the management
of network failures and/or disruptions; the Company's ability to
make payments on the Company's indebtedness as they become due;
outcomes in litigation; and risks associated with variable interest
rates under the Company's interest rate swap agreement as well as
other risks discussed from time to time in the Company's filings
with the Securities and Exchange Commission, including, without
limitation, the Company's Annual Report on Form 10-K for the year
ended December 31, 2023 and the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2024. The Company
undertakes no duty to update any forward-looking statement or any
information contained in this press release or in other public
disclosures at any time.
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SOURCE Cogent Communications Holdings, Inc.