WASHINGTON, April 25,
2024 /PRNewswire/ -- Cogent Communications Holdings,
Inc. (NASDAQ: CCOI) (the "Company" or "Cogent") yesterday announced
that a special-purpose, bankruptcy remote, indirect wholly owned
subsidiary of the Company has priced $206,000,000 aggregate principal amount of
secured Internet Protocol version 4 ("IPv4") address revenue term
notes, Series 2024-1 (collectively, the "Notes"). The Notes will
have an anticipated repayment term of five years. The Notes will be
secured by certain of Cogent's IPv4 addresses, customer IPv4
address leases and customer accounts receivables.
Cogent intends to use the net proceeds of the offering for
general corporate purposes.
Cogent expects the Notes transaction to close on or around
May 2, 2024, subject to satisfaction
of various closing conditions. There can be no assurance regarding
the timing of closing or 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 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. Any offers of the Notes will be made only by means of a
private offering memorandum.
About Cogent Communications
Cogent (NASDAQ: CCOI) is a facilities-based provider of low
cost, high speed Internet access and private network services to
bandwidth intensive businesses. Cogent's facilities-based,
all-optical IP network provides services in hundreds of major
metropolitan markets across 54 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; 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 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. 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.
