Cogent Communications Holdings Enters Material Definitive Agreement

TL;DR

Cogent Communications just signed a big deal, filing an 8-K on May 2nd. Watch this space.

AI Summary

On May 2, 2024, Cogent Communications Holdings, Inc. entered into a material definitive agreement related to a direct financial obligation. The company, incorporated in Delaware, filed an 8-K report detailing this event. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates a significant financial commitment or obligation for Cogent Communications, which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations or risks that may not be immediately apparent.

Key Players & Entities

• Cogent Communications Holdings, Inc. (company) — Registrant
• May 2, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share CCOI NASDAQ Global Select M
• $206,000,000 — ounced financing transaction by issuing $206,000,000 aggregate principal amount of 7.924% se
• $500.0 million — nc.) ("Cogent Group"), is the issuer of $500.0 million aggregate principal amount of 3.50% sen
• $450.0 million — d notes due 2026 (the "2026 Notes") and $450.0 million aggregate principal amount of 7.00% sen

Filing Documents

• tm2413490d1_8k.htm (8-K) — 38KB
• tm2413490d1_ex4-1.htm (EX-4.1) — 1005KB
• tm2413490d1_ex4-2.htm (EX-4.2) — 66KB
• tm2413490d1_ex4-3.htm (EX-4.3) — 17KB
• tm2413490d1_ex4-4.htm (EX-4.4) — 17KB
• tm2413490d1_ex4-5.htm (EX-4.5) — 18KB
• tm2413490d1_ex4-6.htm (EX-4.6) — 18KB
• 0001104659-24-057099.txt ( ) — 1576KB
• ccoi-20240502.xsd (EX-101.SCH) — 3KB
• ccoi-20240502_lab.xml (EX-101.LAB) — 33KB
• ccoi-20240502_pre.xml (EX-101.PRE) — 22KB
• tm2413490d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Agreement

Item 1.01. Entry into a Material Agreement. Securitization Transactions General On May 2, 2024 (the "Closing Date"), Cogent IPv4 LLC (the "Issuer"), a special-purpose, bankruptcy remote, indirect wholly owned subsidiary of Cogent Communications Holdings, Inc. (the "Company"), completed the previously announced financing transaction by issuing $206,000,000 aggregate principal amount of 7.924% secured IPv4 address revenue notes, Series 2024-1 Class A-2 (collectively, the "Notes"), with an anticipated term ending in May 2029 (such anticipated repayment date, the "ARD"), in an offering exempt from registration under the Securities Act of 1933, as amended. The Notes were issued pursuant to an indenture, dated as of the Closing Date (the "Base Indenture"), as supplemented by the Series 2024-1 Supplement thereto, dated as of the Closing Date (the "Series 2024-1 Supplement"), in each case entered into by and between the Issuer and Wilmington Trust, National Association, as the indenture trustee (the "Trustee"). The Base Indenture allows the Issuer to issue additional series of notes subject to certain conditions set forth therein, and the Base Indenture, together with the Series 2024-1 Supplement, and any other series supplements to the Base Indenture, is referred to herein as the "Indenture." The Notes were issued as part of a securitization transaction, pursuant to which certain Internet Protocol version 4 ("IPv4") addresses, customer IPv4 address leases, customer accounts receivables and other IPv4 address assets (collectively, "IPv4 Address Assets") were contributed or sold to the Issuer and are included as collateral for the Notes. Notes While the Notes are outstanding, scheduled payments of interest are required to be made on the Notes on a monthly basis. From and after the ARD, principal payments will also be required to be made on the Notes on a monthly basis. No principal payments will be due on the Notes prior to the ARD, unless certain rapid amortizati

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information required by Item 2.03 is contained under the header "Securitization Transactions" in Item 1.01 and is incorporated herein by reference. 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 4.1 Base Indenture, dated as of May 2, 2024, by and between Cogent IPv4 LLC and Wilmington Trust, National Association. 4.2 Series 2024-1 Supplement, dated as of May 2, 2024, by and between Cogent IPv4 LLC and Wilmington Trust, National Association. 4.3 First Supplemental Indenture, dated as of May 2, 2024, by and among Cogent Communications Group, LLC, Sprint Solutions Wireline LLC and Wilmington Trust, National Association, as trustee and collateral agent. 4.4 First Supplemental Indenture, dated as of May 2, 2024, by and among Cogent Communications Group, LLC, Sprint Solutions Wireline LLC and Wilmington Trust, National Association, as trustee. 4.5 Second Supplemental Indenture, dated as of May 3, 2024, by and among Cogent Communications Group, LLC, Cogent Finance, Inc. and Wilmington Trust, National Association, as trustee and collateral agent. 4.6 Second Supplemental Indenture, dated as of May 3, 2024, by and among Cogent Communications Group, LLC, Cogent Finance, Inc. and Wilmington Trust, National Association, as trustee. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

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: May 3, 2024 By: /s/ David Schaeffer Name: David Schaeffer Title: President and Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR