8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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 23, 2014

COGENT COMMUNICATIONS HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-51829	52-2337274
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

1015 31st St. NW, Washington, District of Columbia	20007
(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 (see General Instruction A.2. below):

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))

Item 1.01.Entry into a Material Definitive Agreement.

As previously announced, on April 9, 2014, Cogent Communications Finance, Inc. (the “Escrow Issuer”), a financing subsidiary of Cogent Communications Holdings, Inc. (“Holdings”) issued $200.0 million in aggregate principal amount of its 5.625% Senior Notes due 2021 (the “2021 Notes”) and the gross proceeds of such issuance were held in escrow.  The 2021 Notes were issued pursuant to, and are governed by, an indenture, dated April 9, 2014 (the “2021 Notes Indenture”), between the Escrow Issuer and the Trustee.

On June 20, 2014, Cogent Communications Group, Inc. (“Group”) consummated the redemption (the “Redemption Transactions”) of all its outstanding 1.00% Convertible Senior Notes due 2027 (the “Existing Convertible Notes”).

On June 23, 2014, the Escrow Issuer merged with and into Group, with Group continuing as the surviving corporation (the “Merger”).  At the time of consummation of the Merger, Group became the issuer of the 2021 Notes.  As a result of the Merger, on June 23, 2014, Group, Holdings and certain of Group’s domestic subsidiaries entered into a supplemental indenture (the “2021 Notes First Supplemental Indenture”) to the 2021 Notes Indenture pursuant to which Group assumed the obligations of the Escrow Issuer under the 2021 Notes and the 2021 Notes Indenture and Holdings and certain of Group’s domestic subsidiaries agreed to guarantee Group’s obligations under the 2021 Notes and the 2021 Notes Indenture.  In addition, on June 23, 2014, Group and Holdings entered into a supplemental indenture (the “2018 Notes Second Supplemental Indenture”) to the indenture, dated January 11, 2011 (as amended or supplemented, the “2018 Notes Indenture”), among Group, the guarantors named therein and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee, governing Group’s 8.375% Senior Secured Notes due 2018 (the “2018 Notes”) pursuant to which Holdings agreed to guarantee Group’s obligations under the 2018 Notes and the 2018 Notes Indenture.  The aggregate principal amount of 2018 Notes outstanding is $240.0 million.  Holdings is not subject to any covenants under the 2021 Indenture or the 2018 Indenture.

As a result of consummation of the Redemption Transactions, the Merger and the entry into the 2021 Notes First Supplemental Indenture, the conditions to the release of the proceeds of the 2021 Notes from escrow were satisfied on June 23, 2014 and the proceeds of the 2021 Notes less the initial purchaser’s fee was released from escrow on June 25, 2014.  The net proceeds from the offering of the 2021 Notes were $196.0 million after deducting discounts and commissions and estimated offering expenses.  The net proceeds from the offering of the 2021 Notes are intended to be used for general corporate purposes.

A copy of the 2021 Notes First Supplemental Indenture and the 2018 Notes Second Supplemental Indenture are attached to this Form 8-K as Exhibits 4.1 and 4.2, respectively, and the description of the 2021 Notes First Supplemental Indenture and the 2018 Notes Second Supplemental Indenture in this report are summaries and are qualified in their entirety by the terms of the 2021 Notes First Supplemental Indenture and the 2018 Notes Second Supplemental Indenture and are incorporated by reference herein.

Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 is contained in Item 1.01 and is incorporated herein by reference.

2

Item 9.01.Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit Number	Description of Exhibit
4.1	First Supplemental Indenture related to the 5.625% Senior Notes due 2021, dated as of June 23, 2014, among Cogent Communications Group, Inc., Cogent Communications Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.
4.2	Second Supplemental Indenture related to the 8.375% Senior Secured Notes due 2018, dated as of June 23, 2014, among Cogent Communications Group, Inc., Cogent Communications Holdings, Inc. and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee.

3

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.

Date:  June 26, 2014

Cogent Communications Holdings, Inc.
By:	/s/ David Schaeffer
Name:	David Schaeffer
Title:	President

4

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
4.1	First Supplemental Indenture related to the 5.625% Senior Notes due 2021, dated as of June 23, 2014, among Cogent Communications Group, Inc., Cogent Communications Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee.
4.2	Second Supplemental Indenture related to the 8.375% Senior Secured Notes due 2018, dated as of June 23, 2014, among Cogent Communications Group, Inc., Cogent Communications Holdings, Inc. and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee.

5

EX-4.1

Exhibit 4.1

Execution Version

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”), dated as of June 23,  2014, by and among COGENT COMMUNICATIONS GROUP, INC., a Delaware corporation (the “Company”), COGENT COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Cogent Holdco”), the other parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”) and Wilmington Trust, National Association, as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, Cogent Communications Finance, Inc., a Delaware corporation (the “Escrow Issuer”), and the Trustee have heretofore executed and delivered an indenture dated as of April 9, 2014 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $200,000,000 of 5.625% Senior Notes due 2021 (the “Notes”) of the Issuer (as defined in the Indenture);

WHEREAS, the Indenture provides that the Company, Cogent Holdco and the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Company shall unconditionally assume the Escrow Issuer’s Obligations under the Notes and the Indenture and Cogent Holdco and the Guaranteeing Subsidiaries shall unconditionally guarantee, on a joint and several basis, all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Company, Cogent Holdco, the Guaranteeing Subsidiaries and the Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, Cogent Holdco, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1)Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2)Agreement to Assume Obligations.  The Company hereby agrees to unconditionally assume the Escrow Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture and to be bound by all provisions of the Indenture and the Notes applicable to the “Company” and the “Issuer” and to perform all of the obligations and agreements of the “Company” and the “Issuer” under the Indenture and the Notes and may exercise every right and power of the “Escrow Issuer,” the “Company” and the “Issuer.”  The Escrow Issuer shall be fully released and discharged from its obligations under the Indenture and the Notes.

(3)Agreement to Guarantee.  Cogent Holdco and each of the Guaranteeing Subsidiaries hereby agrees, on a joint and several basis, to Guarantee to each Holder of the Notes and the Trustee the Indenture Obligations pursuant to Article 13 of the Indenture.

(4)Liability.  No director, officer, employee, incorporator, stockholder, member, manager or partner of the Company, Cogent Holdco or any Guaranteeing Subsidiary shall have any liability for any obligations of the Company or the Guarantors (including any Guaranteeing Subsidiary) under the Notes, any Note Guarantees, the Indenture or any supplemental indenture or for any claim

based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting Notes waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantees.

(5)Governing Law.  THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(6)Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

(7)Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

(8)The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company, Cogent Holdco and the Guaranteeing Subsidiaries.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

COGENT COMMUNICATIONS GROUP, INC.
By:	/s/ David Schaeffer
	Name:	David Schaeffer
	Title:	President and Chief Executive Officer
COGENT COMMUNICATIONS HOLDINGS, INC.
By:	/s/ David Schaeffer
	Name:	David Schaeffer
	Title:	President and Chief Executive Officer
COGENT COMMUNICATIONS, INC.
COGENT COMMUNICATIONS OF CALIFORNIA, INC.
COGENT IH, LLC
COGENT WG, LLC
COGENT COMMUNICATIONS OF D.C., INC.
COGENT COMMUNICATIONS OF FLORIDA, INC.
COGENT COMMUNICATIONS OF MARYLAND, INC.
COGENT COMMUNICATIONS OF TEXAS, INC.,
as Guarantors
By:	/s/ David Schaeffer
	Name:	David Schaeffer
	Title:	President and Chief Executive Officer

[Signature Page to First Supplemental Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
By:	/s/ Joseph P O’Donnell
	Name:	Joseph P O’Donnell
	Title:	Vice President

[Signature Page to First Supplemental Indenture]

EX-4.2

Exhibit 4.2

Execution Version

SECOND SUPPLEMENTAL INDENTURE

Dated as of June 23, 2014

Among

COGENT COMMUNICATIONS GROUP, INC., as the Issuer,

COGENT COMMUNICATIONS HOLDINGS, INC., as a Guarantor

and

WILMINGTON TRUST, NATIONAL ASSOCIATION

(successor by merger to Wilmington Trust FSB),

as Trustee and Collateral Agent

8.375% SENIOR SECURED NOTES DUE 2018

SECOND SUPPLEMENTAL INDENTURE, dated as of June 23, 2014 (this “Supplemental Indenture”), among COGENT COMMUNICATIONS GROUP, INC. (the “Issuer”), as issuer, Cogent Communications Holdings, Inc. (the “New Guarantor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (successor by merger to Wilmington Trust FSB), as Trustee and Collateral Agent under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Issuer, certain subsidiaries of the Issuer, the Trustee and the Collateral Agent are party to an Indenture, dated as of January 26, 2011 (the “Base Indenture” and, together with any supplements thereto, the “Indenture”), relating to the issuance from time to time by the Issuer of senior secured notes in series;

WHEREAS, pursuant to the Base Indenture, the Issuer initially issued $175.0 million of its 8.375% Senior Secured Notes due 2018 (the “Initial Notes”);

WHEREAS, pursuant to the First Supplemental Indenture, dated as of August 19, 2013, among the Issuer, certain subsidiaries of the Issuer, the Trustee and the Collateral Agent, the Issuer issued $65.0 million of its 8.375% Senior Secured Notes due 2018 (the “Additional Notes” and, together with the Initial Notes, the “Notes”);

WHEREAS, the New Guarantor has determined it is in its best interest to unconditionally guarantee, on a joint and several basis with all other Guarantors, all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Note Guarantee”);

WHEREAS, the Issuer and the New Guarantor have each duly authorized the execution and delivery of this Supplemental Indenture; and

WHEREAS, pursuant to Sections 9.01 and 9.06 of the Base Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the New Guarantor, the Trustee and the Collateral Agent mutually covenant and agree for the benefit of the Holders of the Notes as follows:

1.Defined Terms.  As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as so defined.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2.Agreement to be Bound.  The New Guarantor hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.

3.Agreement to Guarantee.  The New Guarantor agrees, on a joint and several basis with all other Guarantors, to Guarantee to each Holder of the Notes and the Trustee the Indenture Obligations pursuant to Article 13 of the Base Indenture.

4.Governing Law; Waiver of Jury Trial.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

5.Ratification and Reaffirmation of Indenture; Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, the Indenture (including the Note Guarantees contained therein) is in all respects ratified and reaffirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.  Neither the Trustee or the Collateral Agent shall be responsible in any manner whatsoever for, or makes any representation or warranty as to, the validity or sufficiency of this Supplemental Indenture or the accuracy of the recitals to this Supplemental Indenture, all of which recitals are made solely by the Company and the New Guarantor.

6.No Personal Liability of Directors, Officer, Employees and Stockholders.  No director, officer, employee, incorporator, stockholder, member, manager or partner of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees, the Security Documents, any Intercreditor Agreement or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantees. The waiver may not be effective to waive liabilities under the federal securities laws.

7.Counterparts.  The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.

8.Headings.  The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

9.Benefits Acknowledged. The New Guarantor’s Note Guarantee is subject to the terms and conditions set forth in the Indenture. The New Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the

2

Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Note Guarantee are knowingly made in contemplation of such benefits.

10.Successors.  All agreements of the New Guarantor in this Supplemental Indenture shall bind its successors, except as otherwise provided in the Indenture.  All agreements of the Trustee and the Collateral Agent in this Supplemental Indenture shall bind its successors.

[Signature Pages Follow]

3

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

COGENT COMMUNICATIONS GROUP, INC.
By:	/s/ David Schaeffer
	Name:	David Schaeffer
	Title:	President and Chief Executive Officer
COGENT COMMUNICATIONS HOLDINGS, INC., as a Guarantor
By:	/s/ David Schaeffer
	Name:	David Shaeffer
	Title:	President and Chief Executive Officer

[Signature Page to Second Supplemental Indenture – Secured Notes Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent
By:	/s/ Joseph P O’Donnell
	Name:	Joseph P O’Donnell
	Title:	Vice President

[Signature Page to Second Supplemental Indenture – Secured Notes Indenture]