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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
June 5, 2024
Cogent Communications Holdings, Inc.
(Exact name of registrant as specified in
its charter)
Delaware |
|
000-51829 |
|
46-5706863 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(IRS. Employer Identification No.) |
2450 N St NW, Washington, D.C. |
|
20037 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: 202-295-4200
Not Applicable
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of Each Class |
Trading Symbol |
Name of Each
Exchange on
which Registered |
Common Stock, par value $0.001 per share |
CCOI |
NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
Notes Offering
On June 5, 2024, Cogent Communications
Holdings, Inc. (the “Company”) 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”)
for issuance in a private placement not registered under the Securities Act of 1933, as amended (the “Securities
Act”). The Notes are being 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 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 are expected to 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. 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.
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 held by a subsidiary of Cogent Infrastructure (as defined below) with an aggregate principal amount of
approximately $125 million, consisting of 33 remaining monthly recurring payments of $4.2 million, 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.
There can be no assurance that the issuance and
sale of the Notes will be consummated. Additional details are discussed in the associated press release, a copy of which is attached as
Exhibit 99.1.
The information in this Current Report on Form
8-K does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes. The offering is not being made to any
person in any state or jurisdiction in which the offer, solicitation or sale is unlawful. The Notes have not been and will not be registered
under the Securities Act, and may not be offered or sold absent registration or an applicable exemption from registration requirements.
Other Information
Company Financial Information
Certain financial information of the Company and
its subsidiaries that are not Cogent Group and its subsidiaries is detailed below as of and for the three months ended June 30, 2023 and
as of and for the three months ended September 30, 2023 (in thousands):
| |
As of | |
| |
June 30, 2023 | |
Cash and cash equivalents | |
$ | 118,882 | |
Accounts receivable, net | |
| 39,452 | |
Due from T-Mobile, IP Transit Services Agreement, current portion | |
| 291,160 | |
Due from T-Mobile, Transition Services Agreement | |
| 6,625 | |
Other current assets | |
| 34,071 | |
Total current assets | |
$ | 490,190 | |
| |
| | |
Property and equipment, net | |
| 1,008,801 | |
Right-of-use leased assets | |
| 331,225 | |
Intangible assets, net | |
| 56,070 | |
Deposits and other assets | |
| 7,081 | |
Due from T-Mobile, IP Transit Services Agreement, long-term portion | |
| 307,732 | |
Due from T-Mobile Purchase Agreement | |
| 40,534 | |
Total assets | |
$ | 2,241,633 | |
| |
| | |
Accounts payable | |
| 7,941 | |
Accrued and other liabilities | |
| 92,371 | |
Due to T-Mobile – Transit Services Agreement | |
| 118,777 | |
Due to T-Mobile – Purchase Agreement | |
| 3,492 | |
Operating lease liabilities, current maturities | |
| 111,769 | |
Total current liabilities | |
$ | 334,350 | |
Operating lease liabilities | |
| 360,491 | |
Deferred income tax liabilities | |
| 406,977 | |
Other long-term liabilities | |
| 38,807 | |
Total liabilities | |
$ | 1,140,625 | |
Total stockholders’ equity | |
| 1,101,008 | |
Total liabilities and stockholders’ equity | |
$ | 2,241,633 | |
| |
Three Months Ended | |
| |
June 30, 2023 | |
Service revenue | |
$ | 78,028 | |
Operating expenses: | |
| | |
Network operations | |
| 72,611 | |
Selling, general, and administrative | |
| 49,784 | |
Depreciation and amortization | |
| 27,098 | |
Total operating expenses | |
$ | 149,493 | |
| |
| | |
Operating (loss) | |
| (71,465 | ) |
Gain on bargain purchase – Sprint Wireline Business | |
| 1,155,719 | |
Interest income – IP Transit Services Agreement | |
| 7,669 | |
Interest income – Purchase Agreement | |
| 506 | |
Other, net | |
| (802 | ) |
Income before income taxes | |
$ | 1,091,627 | |
Income tax benefit | |
| — | |
Net income | |
$ | 1,091,627 | |
| |
As of | |
| |
September 30, 2023 | |
Cash and cash equivalents | |
$ | 37,383 | |
Accounts receivable, net | |
| 37,582 | |
Due from T-Mobile, Transition Services Agreement | |
| 16,831 | |
Other current assets | |
| 18,732 | |
Total current assets | |
$ | 110,528 | |
Property and equipment, net | |
| 989,103 | |
Right-of-use leased assets | |
| 293,439 | |
Intangible assets, net | |
| 54,362 | |
Deposits and other assets | |
| 7,180 | |
Due from T-Mobile Purchase Agreement | |
| 37,865 | |
Total assets | |
$ | 1,492,477 | |
| |
| | |
Accounts payable | |
| 5,575 | |
Accrued and other liabilities | |
| 33,743 | |
Due to T-Mobile – Transition Services Agreement | |
| 69,629 | |
Due to T-Mobile – Purchase Agreement | |
| 4,981 | |
Operating lease liabilities, current maturities | |
| 54,378 | |
Finance lease liabilities, current maturities | |
| 40,825 | |
Total current liabilities | |
$ | 209,131 | |
Due to Cogent Communications, Inc. | |
| 105,780 | |
Operating lease liabilities | |
| 239,061 | |
Finance lease liabilities | |
| 103,956 | |
Deferred income tax liabilities | |
| 406,983 | |
Other long-term liabilities | |
| 39,424 | |
Total liabilities | |
$ | 1,104,335 | |
Stockholders’ equity | |
| 388,142 | |
Total liabilities and stockholders’ equity | |
$ | 1,492,477 | |
| |
Three Months Ended | |
| |
September 30, 2023 | |
Service revenue | |
$ | 113,014 | |
Operating expenses: | |
| | |
Network operations | |
| 101,995 | |
Selling, general, and administrative | |
| 38,078 | |
Depreciation and amortization | |
| 59,049 | |
Total operating expenses | |
$ | 199,122 | |
| |
| | |
Operating (loss) | |
| (86,108 | ) |
Interest expense | |
| (4,879 | ) |
(Loss) on bargain purchase – Sprint Wireline Business | |
| (623,722 | ) |
Interest (expense) – IP Transit Services Agreement | |
| (7,669 | ) |
Interest income – Purchase Agreement | |
| 664 | |
Other, net | |
| 155 | |
Loss before income taxes | |
$ | (721,559 | ) |
Income tax expense | |
| (17 | ) |
Net (loss) | |
$ | (721,576 | ) |
In addition, in connection with the offering of
the Notes, a preliminary offering memorandum was provided to prospective purchasers containing the following information:
Expected Cost Savings and Synergies in Connection
with the Acquisition of the Sprint Business
As
previously disclosed, on May 1, 2023 (the “Sprint
Business Closing Date”), the Company’s direct wholly owned subsidiary, Cogent Infrastructure, LLC, a Delaware
limited liability company (f/k/a Cogent Infrastructure, Inc.) (“Cogent
Infrastructure”), closed on its acquisition of the U.S. long-haul fiber network (including the non-U.S. extensions
thereof) of Sprint Communications LLC and its subsidiaries (the “Sprint
Business”). In connection with its acquisition of the Sprint Business, as previously disclosed, the Company expects to
achieve annual cost savings and synergies of approximately $220 million over the first three years after the Sprint Business
Closing Date by consolidating the international operations of the Sprint Business with Cogent Group’s, identifying and
eliminating unnecessary costs and inefficiencies in the Sprint Network, replacing leased network assets with owned network assets
and optimizing the workforce. The Company anticipates approximately $185 million of cost savings and synergies will derive from the Sprint North American network, primarily comprising lease cost reductions, system consolidation and facilities
consolidation, as well as a headcount reduction of former Sprint employees and other expenses. The Company also anticipates that approximately $25
million in cost savings will be achieved from the Sprint international network and approximately $10 million in synergies will be
achieved from a reduction in maintenance and other expenses associated with an indefeasible right-of-use agreement that the Company
does not plan to renew in late 2025. Through May 1, 2024, the Company believes it has achieved approximately half of such cost
savings and synergies in connection with its acquisition of the Sprint Business based upon the difference between the monthly cost
annualized run rate of the Sprint Business at the Sprint Business Closing Date and the most recent monthly cost annualized run rate
for the Sprint Business.
Although the Company has been successful in implementing
approximately half of its expected cost savings and synergies to date, it may be unable to realize the remaining cost savings and synergies
within the timeframe expected or at all, and the Company may incur additional and/or unexpected costs in order to realize them.
Adjusted EBITDA
On
the Sprint Business Closing Date, Cogent Communications, LLC (f/k/a Cogent Communications, Inc.), a direct wholly owned subsidiary of Cogent Group, and T-Mobile USA, Inc., a Delaware corporation
and a direct subsidiary of T-Mobile (“TMUSA”), entered into an agreement for IP transit services (the “IP
Transit Services Agreement”), pursuant to which TMUSA will pay Cogent Group an aggregate of $700.0 million, consisting
of (i) $350.0 million in equal monthly installments of $29.2 million per month during
the first year after the Sprint Business Closing Date and (ii) $350.0 million in equal monthly installments of $8.3 million
per month over the subsequent 42 months.
All
of the payments under the IP Transit Services Agreement have been made and are expected to continue being made to Cogent Group
and, as such, have had the impact of increasing the EBITDA of Cogent Group. EBITDA, as adjusted for Sprint acquisition costs and cash
payments under the IP Transit Services Agreement for Cogent Group and its subsidiaries increased from $232.2 million for the 12-month
period ended March 31, 2023 to $602.8 million for the 12-month period ended March 31, 2024 (the “LTM
Period”), of which approximately $297.1 million was attributable to cash payments under the IP Transit Services Agreement.
In connection with the
Company’s previously disclosed securitization transactions, Cogent Group and its subsidiaries transferred contracts associated
with approximately 11.0 million leased IPv4 addresses of Cogent Group and its subsidiaries, which Cogent Group believes contributed
approximately $34 million of Cogent Group’s EBITDA, as adjusted for Sprint acquisition costs and cash payments under the
IP Transit Services Agreement of Cogent Group and its subsidiaries for the LTM Period.
Consolidated Cash Flow
For the LTM Period, Cogent Group’s
“Consolidated Cash Flow” as defined in the Issuers’ indentures governing their 3.500% Senior Secured Notes due 2026
and the Existing Unsecured Notes (the “Existing Indentures”), and as will be defined in the indenture governing the
Notes, was $348.7 million as compared to $602.8 million of EBITDA, as adjusted for Sprint acquisitions costs and cash payments
under the IP Transit Services Agreement for Cogent Group and its subsidiaries. These measures differ in as much as Consolidated Cash Flow
does not include Sprint acquisition costs or any cash payments made under the IP Transit Services Agreement other than $29.2 million
received on the Sprint Business Closing Date. Furthermore, as of March 31, 2024, on an as adjusted basis after giving effect to the
offering of the Notes, Cogent Group’s consolidated leverage ratio as calculated under the Existing Indentures and under the indenture
that will govern the Notes would have been 4.71x.
Restricted Payment Availability
As
of March 31, 2024, Cogent Group had approximately $408.2 million of restricted payment capacity under the restricted payments covenant in the Existing Indentures.
The information contained in this Item 7.01, including
Exhibit 99.1, shall be considered “furnished” and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the
Securities Act, nor shall it be deemed incorporated by reference into any reports or filings with the Securities and Exchange Commission,
whether made before or after the date hereof, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
Except for historical information and
discussion contained herein, statements contained in this Current Report on Form 8-K 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 Current Report 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
Sprint Business, including difficulties integrating the Company’s business with the acquired Sprint Business, which
may result in the combined company not operating as effectively or efficiently as expected; transition services required to support
the acquired Sprint 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 Current Report or in other public disclosures at any
time.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: June 5, 2024
|
Cogent Communications Holdings, Inc. |
|
|
|
By: |
/s/ David Schaeffer |
|
|
Name: |
David Schaeffer |
|
|
Title: |
President and Chief Executive Officer |
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1158324/000110465924068515/tm2416287d1_ex99-1img01.jpg) |
FOR IMMEDIATE RELEASE |
Cogent Contacts: |
|
For Public Relations: |
For Investor Relations: |
Jocelyn Johnson |
John Chang |
+ 1 (202) 295-4299 |
+ 1 (202) 295-4212 |
jajohnson@cogentco.com |
investor.relations@cogentco.com |
Cogent Launches Notes Offering
WASHINGTON, D.C. June 5, 2024 — 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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