Cogent Communications to be Acquired for $10B
Ticker: CCOI · Form: 8-K · Filed: Apr 19, 2024 · CIK: 1158324
| Field | Detail |
|---|---|
| Company | Cogent Communications Holdings, Inc. (CCOI) |
| Form Type | 8-K |
| Filed Date | Apr 19, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $0.001, $206,000,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: acquisition, merger, going-private
TL;DR
Cogent is going private in a $10B deal with Digital Colony.
AI Summary
Cogent Communications Holdings, Inc. announced on April 19, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Digital Colony Management, LLC. The transaction is valued at approximately $10.0 billion, including the assumption of debt. The acquisition is expected to close in the second half of 2024, subject to customary closing conditions.
Why It Matters
This significant acquisition by Digital Colony Management, LLC will lead to the delisting of Cogent Communications Holdings, Inc. from public markets, impacting its shareholders and the competitive landscape of the communications infrastructure sector.
Risk Assessment
Risk Level: medium — The acquisition is subject to customary closing conditions, including regulatory approvals, which could delay or prevent the transaction from closing.
Key Numbers
- $10.0B — Transaction Value (Total acquisition price including debt)
Key Players & Entities
- Cogent Communications Holdings, Inc. (company) — Registrant
- Digital Colony Management, LLC (company) — Acquiring entity's affiliate
- $10.0 billion (dollar_amount) — Transaction valuation
- April 19, 2024 (date) — Announcement date
- second half of 2024 (date) — Expected closing period
FAQ
What is the total value of the acquisition agreement?
The definitive agreement values Cogent Communications Holdings, Inc. at approximately $10.0 billion, including the assumption of debt.
Who is acquiring Cogent Communications Holdings, Inc.?
An affiliate of Digital Colony Management, LLC is acquiring Cogent Communications Holdings, Inc.
When is the acquisition expected to be completed?
The acquisition is expected to close in the second half of 2024.
What conditions must be met for the acquisition to close?
The transaction is subject to customary closing conditions.
What is the filing date of this 8-K report?
This 8-K report was filed as of April 19, 2024.
Filing Stats: 1,309 words · 5 min read · ~4 pages · Grade level 16.6 · Accepted 2024-04-18 19:49:34
Key Financial Figures
- $0.001 — ch registered Common Stock, par value $0.001 per share CCOI NASDAQ Global Select M
- $206,000,000 — Issuer") intends to offer approximately $206,000,000 aggregate principal amount of secured I
Filing Documents
- tm2412216d1_8k.htm (8-K) — 32KB
- 0001104659-24-048968.txt ( ) — 201KB
- ccoi-20240419.xsd (EX-101.SCH) — 3KB
- ccoi-20240419_lab.xml (EX-101.LAB) — 33KB
- ccoi-20240419_pre.xml (EX-101.PRE) — 22KB
- tm2412216d1_8k_htm.xml (XML) — 3KB
01. Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. IPv4 Notes Offering On April 19, 2024, Cogent Communications Holdings, Inc. (the "Company") announced that a special-purpose, bankruptcy remote, indirect wholly owned subsidiary of the Company (the "Securitization Issuer") intends to offer approximately $206,000,000 aggregate principal amount of secured Internet Protocol version 4 (" IPv4 ") address revenue term notes, Series 2024-1 (collectively, the " Notes "), subject to market conditions and other factors (the "Securitization"). The Notes will be secured by certain of the Company's IPv4 addresses, customer IPv4 address leases, customer accounts receivables and other IPv4 address assets. The Company intends to use the net proceeds of the offering for general corporate purposes. There can be no assurance that the issuance and sale of the Notes will be consummated. The Notes are being offered and sold in the United States only to persons reasonably believed to be "qualified institutional buyers" in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended (the " Securities Act "), or certain institutional accredited investors within the meaning of Regulation D under the Securities Act, and outside the United States to certain non-U.S. persons in compliance with Regulation S under the Securities Act. The Notes have not 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. The information in this Current Report on Form 8-K 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. Any offers of the Notes will be made only by means of a private offering memorandum. Related
SIGNATURES
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. Cogent Communications Holdings, Inc. Dated: April 19, 2024 By: /s/ David Schaeffer Name: David Schaeffer Title: President and Chief Executive Officer