8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  June 18, 2019

Cogent Communications Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-51829	46-5706863
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2450 N St NW Washington, District of Columbia	20037
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  202-295-4200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on which Registered
Common Stock, par value $0.001 per share	CCOI	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

ITEM 7.01.  Regulation FD Disclosure.

Cogent Communications Group, Inc. (“Cogent”), a wholly owned subsidiary of Cogent Communications Holdings, Inc. (the “Company”), intends to commence an offering of €135,000,000 aggregate principal amount of senior notes due 2024 (the “Notes”) for issuance in a private placement not registered under the Securities Act of 1933, as amended (the “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 Act and to certain non-U.S. persons in transactions outside the United States in compliance with Regulation S under the Act.

The Notes will be guaranteed by Cogent’s domestic subsidiaries, subject to certain exceptions, and by the Company. The Notes and the guarantees will be unsecured and the Company will not be subject to the covenants under the indenture governing the Notes. If the offering is consummated, Cogent expects to use the proceeds from the offering for general corporate purposes and/or to repurchase the Company’s common stock or for special or recurring dividends to the Company’s stockholders. There can be no assurance that the issuance and sale of the Notes will be consummated. Additional details are discussed in the associated press release, a copy of which is attached as Exhibit 99.1.

In connection with the offering of the Notes, a preliminary offering memorandum was provided to prospective purchasers containing the following information: As of March 31, 2019, the Company had approximately $88.3 million of restricted payment capacity under the “builder basket” contained in the restricted payments covenant in the indentures governing its existing senior notes.

The information in this Current Report does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes. The Notes offering is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. The Notes offered have not been registered under the Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This information set forth herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Caution Concerning Forward-Looking Statements

Except for historical information and discussion contained herein, statements contained in this Current Report 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, future economic instability in the global economy, which could affect spending on Internet services; the impact of changing foreign exchange rates (in particular the Euro to US dollar and Canadian dollar to US dollar exchange rates) on the translation of the Company’s non-US dollar denominated revenues, expenses, assets and liabilities; legal and operational difficulties in new markets; the imposition of a requirement that we contribute to the United States Universal Service Fund on the basis of the Company’s Internet revenue; changes in government policy and/or regulation, including rules regarding data protection, cyber security and net neutrality; 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 its network; the ability to maintain the Company’s Internet peering arrangements on favorable terms; the Company’s ability to renew its long-term leases of optical fiber that comprise its network; the Company’s reliance on an equipment vendor, Cisco Systems Inc., and the potential for hardware or software problems associated with such equipment; the dependence of the Company’s network

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on the quality and dependability of third-party fiber providers; the Company’s ability to retain certain customers that comprise a significant portion of its revenue base; the management of network failures and/or disruptions; outcomes in litigation; and risks related to the offering of the Notes, including that such transaction may not be consummated, 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, 2018 and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. The Company undertakes no duty to update any forward-looking statement or any information contained in this Current Report or in other public disclosures at any time.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit
Number	Description
99.1	Press Release of Cogent Communications Holdings, Inc., dated June 18, 2019.

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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.
June 18, 2019	By:	/s/David Schaeffer
		Name: David Schaeffer
		Title: President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

Cogent Contacts:
For Public Relations:	For Investor Relations:
Jocelyn Johnson	+ 1 (202) 295-4212
+ 1 (202) 295-4299	investor.relations@cogentco.com
jajohnson@cogentco.com

Cogent Launches Notes Offering

WASHINGTON, D.C. June 18, 2019 — Cogent Communications Holdings, Inc. (NASDAQ: CCOI) (“Cogent Communications”) today announced that Cogent Communications Group, Inc. (“Cogent”), a wholly owned subsidiary of Cogent Communications, intends to commence an offering of €135,000,000 aggregate principal amount of senior notes due 2024 (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 “Act”) and to certain non-U.S. persons in transactions outside the United States in compliance with Regulation S under the Act. The Notes will be guaranteed by Cogent’s domestic subsidiaries, subject to certain exceptions, and by Cogent Communications. The Notes and the guarantees will be unsecured and Cogent Communications will not be subject to the covenants under the indenture governing the Notes. If the offering is consummated, Cogent expects to use the proceeds from the offering for general corporate purposes and/or to repurchase Cogent Communications’ common stock or to pay special or recurring dividends to Cogent Communications’ stockholders. There can be no assurance that the issuance and sale of the Notes will be consummated.

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 Notes offering is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. The Notes offered have not been registered under the Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Cogent Communications

Cogent Communications (NASDAQ: CCOI) is a multinational, Tier 1 facilities-based ISP. Cogent Communications specializes in providing businesses with high speed Internet access, Ethernet transport, and colocation services. Cogent Communications’ facilities-based, all-optical IP network backbone provides services in over 200 markets globally.

Cogent Communications is headquartered at 2450 N Street, NW, Washington, D.C. 20037. For more information, visit www.cogentco.com. Cogent Communications can be reached in the United States at (202) 295-4200 or via email at info@cogentco.com.

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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 Cogent Communications’ 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, future economic instability in the global economy, which could affect spending on Internet services; the impact of changing foreign exchange rates (in particular the Euro to US dollar and Canadian dollar to US dollar exchange rates) on the translation of Cogent Communications’ non-US dollar denominated revenues, expenses, assets and liabilities; legal and operational difficulties in new markets; the imposition of a requirement that we contribute to the United States Universal Service Fund on the basis of Cogent Communications’ Internet revenue; changes in government policy and/or regulation, including rules regarding data protection, cyber security and net neutrality; increasing competition leading to lower prices for Cogent Communications’ services; Cogent Communications’ ability to attract new customers and to increase and maintain the volume of traffic on its network; the ability to maintain Cogent Communications’ Internet peering arrangements on favorable terms; Cogent Communications’ ability to renew its long-term leases of optical fiber that comprise its network; Cogent Communications’ reliance on an equipment vendor, Cisco Systems Inc., and the potential for hardware or software problems associated with such equipment; the dependence of Cogent Communications’ network on the quality and dependability of third-party fiber providers; Cogent Communications’ ability to retain certain customers that comprise a significant portion of its revenue base; the management of network failures and/or disruptions; outcomes in litigation; and risks related to the offering of the Notes, including that such transaction may not be consummated, as well as other risks discussed from time to time in Cogent Communications’ filings with the Securities and Exchange Commission, including, without limitation, Cogent Communications’ Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and Cogent Communications’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. Cogent Communications 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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