Cogent Communications Files 8-K for Disclosure and Exhibits

TL;DR

Cogent Communications filed an 8-K for standard disclosures. No major news.

AI Summary

Cogent Communications Holdings, Inc. filed an 8-K on June 5, 2024, to report a Regulation FD Disclosure and Financial Statements and Exhibits. The filing does not contain specific financial figures or new material events beyond the standard reporting requirements for these sections.

Why It Matters

This filing serves as a routine update for investors, indicating that Cogent Communications has submitted required disclosures and financial information to the SEC.

Risk Assessment

Risk Level: low — The filing is a routine 8-K for disclosures and exhibits, not indicating any new risks or material changes.

Key Players & Entities

• Cogent Communications Holdings, Inc. (company) — Registrant
• 20240605 (date) — Date of Report
• 20240605 (date) — Date of Earliest Event Reported
• 202-295-4200 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ch Registered Common Stock, par value $0.001 per share CCOI NASDAQ Global Select M
• $300.0 million — s "), intend to commence an offering of $300.0 million aggregate principal amount of 7.000% se
• $110 million — gent Group intends to use approximately $110 million of the net proceeds from the offering t
• $125 m — egate principal amount of approximately $125 million, consisting of 33 remaining month
• $4.2 m — remaining monthly recurring payments of $4.2 million, at a 12% discounted rate. Cogent
• $220 million — savings and synergies of approximately $220 million over the first three years after the Sp
• $185 million — . The Company anticipates approximately $185 million of cost savings and synergies will deri
• $25 million — any also anticipates that approximately $25 million in cost savings will be achieved from t
• $10 million — international network and approximately $10 million in synergies will be achieved from a re
• $700.0 m — A will pay Cogent Group an aggregate of $700.0 million, consisting of (i) $350.0 million
• $350.0 million — te of $700.0 million, consisting of (i) $350.0 million in equal monthly installments of $29.2
• $29.2 million — illion in equal monthly installments of $29.2 million per month during the first year after t
• $8.3 million — illion in equal monthly installments of $8.3 million per month over the subsequent 42 months
• $232.2 million — oup and its subsidiaries increased from $232.2 million for the 12-month period ended March 31,
• $602.8 million — 12-month period ended March 31, 2023 to $602.8 million for the 12-month period ended March 31,

Filing Documents

• tm2416287d1_8k.htm (8-K) — 93KB
• tm2416287d1_ex99-1.htm (EX-99.1) — 14KB
• tm2416287d1_ex99-1img01.jpg (GRAPHIC) — 4KB
• 0001104659-24-068515.txt ( ) — 295KB
• ccoi-20240605.xsd (EX-101.SCH) — 3KB
• ccoi-20240605_lab.xml (EX-101.LAB) — 33KB
• ccoi-20240605_pre.xml (EX-101.PRE) — 22KB
• tm2416287d1_8k_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

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) wit

Forward-Looking Statements

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

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 99.1 Press Release of Cogent Communications Holdings, Inc., dated June 5, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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. Dated: June 5, 2024 Cogent Communications Holdings, Inc. By: /s/ David Schaeffer Name: David Schaeffer Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR