Regulation FD Disclosure - Form 8-K

Item 7.01. Regulation FD Disclosure.

IPv4 Notes Offering

On April 19, 2024, Cogent Communications Holdings, Inc. (the "Company") announced that a special-purpose, bankruptcy remote, indirect wholly owned subsidiary of the Company (the "Securitization Issuer") intends to offer approximately $206,000,000 aggregate principal amount of secured Internet Protocol version 4 ("IPv4") address revenue term notes, Series 2024-1 (collectively, the "Notes"), subject to market conditions and other factors (the "Securitization"). The Notes will be secured by certain of the Company's IPv4 addresses, customer IPv4 address leases, customer accounts receivables and other IPv4 address assets. The Company intends to use the net proceeds of the offering for general corporate purposes. There can be no assurance 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 Current Report on Form 8-K 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.

Related Transactions

In connection with the consummation of the Securitization, the Company plans to:

(i)

transfer or assign to the Company's direct subsidiary, Cogent Communications Group, LLC ("Cogent Group"), the issuer of the Company's existing senior notes, or its subsidiaries (a) certain IPv4 addresses (which IPv4 addresses will not be included as collateral for the Securitization) held by the Company's direct subsidiary, Cogent Infrastructure, LLC ("Cogent Infrastructure"), or its subsidiaries, (b) certain customer contracts that are unrelated to the Securitization and (c) the equity interests of Cogent Infrastructure's indirect subsidiary, Sprint Solutions Wireline LLC, including all liabilities and obligations associated therewith;

(ii)

enter into (a) leases on behalf of Cogent Infrastructure or its subsidiaries, as lessor, and Cogent Group or its subsidiaries, as lessee, for the use of certain premises held by Cogent Infrastructure or its subsidiaries, and (b) a dark fiber indefeasible right of use agreement in favor of Cogent Group or its subsidiaries for the use of certain fiber optic routes owned by Cogent Infrastructure or its subsidiaries;

(iii)

prior to the transfer of the equity of the Securitization Issuer from Cogent Group or its subsidiaries, transfer or assign to the Securitization Issuer (a) certain IPv4 addresses held by Cogent Group or one of its subsidiaries and (b) any related customer contracts;

(iv)	transfer the equity of the Securitization Issuer from Cogent Group or one of its subsidiaries to Cogent Infrastructure or one of its subsidiaries; and

(v)	following the transfer of the equity of the Securitization Issuer to Cogent Infrastructure or one of its subsidiaries, transfer or assign to the Securitization Issuer (a) certain IPv4 addresses held by Cogent Infrastructure or its subsidiaries and (b) any related customer contracts;

in each case, in amounts of substantially equivalent value and delivered by the Company to Cogent Group or Cogent Infrastructure, as applicable, as a contribution to capital. For the avoidance of doubt, following the consummation of the foregoing, the Securitization Issuer will be an indirect subsidiary of Cogent Infrastructure and will hold the IPv4 addresses contributed to it by Cogent Group, Cogent Infrastructure and/or their respective subsidiaries in connection with the foregoing.

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