WASHINGTON, April 29, 2021 /PRNewswire/ -- Cogent
Communications Holdings, Inc. (NASDAQ: CCOI) (the Company") today
announced that Cogent Communications Group, Inc. ("Cogent"), a
wholly owned subsidiary of the Company, intends to commence an
offering of $500.0 million aggregate
principal amount of senior secured notes due 2026 (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
will be guaranteed on a senior secured basis by Cogent's material
domestic subsidiaries and on a senior unsecured basis by the
Company.
Prior to the consummation of the offering of the Notes, Cogent
expects to redeem $45.0 million
aggregate principal amount of its 5.375% Senior Secured Notes due
2022 (the "Existing Secured Notes"), following which $284.1 million of the Existing Secured Notes will
remain outstanding. Cogent expects to use the net proceeds from the
offering of the Notes to redeem all of the remaining $284.1 million aggregate principal amount of
Existing Secured Notes. In connection with the redemption of the
remaining aggregate principal amount of Existing Secured Notes,
Cogent expects to issue a conditional notice of full redemption to
holders of $284.1 million aggregate
principal amount of the Existing Secured Notes, specifying
December 1, 2021 as the redemption
date. On the issue date of the Notes, Cogent intends to satisfy and
discharge its obligations under the Existing Secured Notes by
depositing with the trustee for the Existing Secured Notes
sufficient funds to pay the principal of, and accrued and unpaid
interest on, the Existing Secured Notes. Cogent expects to use any
remaining 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 or that any of the Existing Secured Notes will be
redeemed.
The information in this release 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 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 in the United
States absent registration or an applicable exemption from
registration requirements.
This does not constitute a notice of redemption of the Existing
Secured Notes or an offer to tender for, or purchase, any Existing
Secured Notes or any other security.
About Cogent Communications
The Company (NASDAQ: CCOI)
is a facilities-based provider of low cost, high speed Internet
access and private network services to bandwidth intensive
businesses. The Company's facilities-based, all-optical IP network
provides services in 210 markets across 48 countries.
Cogent is headquartered at 2450 N Street, NW, Washington, D.C. 20037. For more information,
visit www.cogentco.com. 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 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 transactions may not occur; the impact of the COVID-19
pandemic and the related government policies; future economic
instability in the global economy or a contraction of the capital
markets which could affect spending on Internet services and our
ability to engage in financing activities; the impact of changing
foreign exchange rates (in particular the Euro to U.S. dollar and
Canadian dollar to U.S. dollar exchange rates) on the translation
of our 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 U.S.
Universal Service Fund on the basis of our 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; increasing
competition leading to lower prices for our services; our ability
to attract new customers and to increase and maintain the volume of
traffic on our network; the ability to maintain our Internet
peering arrangements on favorable terms; our reliance on an
equipment vendor, Cisco Systems Inc., and the potential for
hardware or software problems associated with such equipment; the
dependence of our network on the quality and dependability of
third-party fiber providers; our ability to retain certain
customers that comprise a significant portion of our revenue base;
the management of network failures and/or disruptions; and outcomes
in litigation; 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 fiscal year ended December 31, 2020 and the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2021. The Company undertakes no duty to
update any forward-looking statement or any information contained
in this release or in other public disclosures at any time.
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SOURCE Cogent Communications Holdings, Inc.