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): August 19, 2013

Cogent Communications Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-31227	52-2337274
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. 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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-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.

On August 19, 2013, Cogent Communications Group, Inc. (the "Company") completed an add-on offering of $65 million in aggregate principal amount of its 8.375% Senior Secured Notes due 2018 (the "Notes"), priced at 109.00% of par value. The net proceeds from the offering were approximately $69.9 million after deducting discounts and commissions and estimated offering expenses. The net proceeds from the offering are intended to be used for general corporate purposes, the buy back of the Company's convertible debt if the holders exercise their put, and/or repurchases of its common stock or senior convertible notes or special or recurring dividends to the Company’s stockholders. The Notes were issued by the Company and guaranteed by each of the Company’s domestic subsidiaries. Interest on the Notes are payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2014. The Notes accrue interest from August 15, 2013.

The Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes were sold in a private placement to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.

The Notes were issued pursuant to a first supplemental indenture, dated August 19, 2013 (the "Supplemental Indenture"), among the Company, the guarantors named therein and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee and collateral agent, to the indenture, dated January 26, 2011 (the "Indenture"), among the Company, the guarantors named therein and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee and collateral agent, pursuant to which the Company previously issued $175,000,000 aggregate principal amount of 8.375% Senior Secured Notes due 2018 (the "Existing Notes"). The Notes offered in this offering have substantially identical terms to the Existing Notes (other than the date of the initial issuance, the date from which interest will initially begin to accrue and the first interest payment date) and were issued under the same CUSIP numbers. The Notes constitute the same series of securities as the Existing Notes for purposes of the Indenture, and will vote together on all matters with such notes. The description of the terms of the Notes in this report is a summary and is qualified in its entirety by the terms of the Indenture as supplemented by the Supplemental Indenture, each of which is filed as an exhibit to this Form 8-K and incorporated into this Item 1.01 by reference.

In aggregate, the Notes are the Company’s senior secured obligations and are guaranteed on a senior basis by each of the Company’s domestic subsidiaries. The Notes will be effectively senior in right of payment to all of the Company’s and each guarantor’s senior unsecured obligations to the extent of the value of the collateral securing the Notes and the guarantees. The Notes will be equal in right of payment with the Company’s and each guarantor’s unsecured indebtedness that is not subordinated in right of payment to the Notes to the extent of any insufficiency in the collateral securing the Notes and the guarantees. The Notes will rank senior in right of payment to the Company’s and each guarantor’s future subordinated debt, if any; and will be structurally subordinated in right of payment to all indebtedness and other liabilities of any of the Company’s subsidiaries that are not guarantors, which will only consist of immaterial subsidiaries and foreign subsidiaries that do not guarantee other indebtedness of the Company. The Notes and related guarantees are secured by first-priority liens on substantially all of the assets of the Company and the guarantors (subject to certain permitted liens and exceptions).

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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No. Description

4.1 First Supplemental Indenture related to the 8.375% Senior Secured Notes due 2018, dated as of August 19, 2013, among Cogent Communications Group, Inc., the guarantors named therein and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee and collateral agent.

4.2 Indenture related to the 8.375% Senior Secured Notes, dated as of January 26, 2011, among Cogent Communications Group, Inc., the guarantors named therein and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee and collateral agent (filed as exhibit 4.1 to report on form 8-K dated February 1, 2011 and incorporated herein by reference).

4.3 Form of 8.375% Senior Secured Notes due 2018 (included as Exhibit A to Exhibit 4.2 hereto).

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 Group, Inc.
August 19, 2013	By:	/s/David Schaeffer
		Name: David Schaeffer
		Title: Chairman, President & Chief Executive Officer

Exhibit Index

Exhibit No.	Description
4.1	First Supplemental Indenture related to the 8.375% Senior Secured Notes due 2018, dated as of August 19, 2013, among Cogent Communications Group, Inc., the guarantors named therein and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee and collateral agent.

EX-4.1

EXHIBIT 4.1
Execution Version

FIRST SUPPLEMENTAL INDENTURE
Dated as of August 19, 2013
Among
COGENT COMMUNICATIONS GROUP, INC., as the Issuer,

the Guarantors party hereto
and
WILMINGTON TRUST, NATIONAL ASSOCIATION
(successor by merger to Wilmington Trust FSB),
as Trustee and Collateral Agent
8.375% SENIOR SECURED NOTES DUE 2018

FIRST SUPPLEMENTAL INDENTURE, dated as of August 19, 2013 (this “Supplemental Indenture”), among COGENT COMMUNICATIONS GROUP, INC. (the “Issuer”), as issuer, the Guarantors party hereto (the “Guarantors”), 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, the Guarantors, 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, Section 9.01(10) of the Base Indenture provides that the Issuer may provide for the issuance of Additional Notes as permitted by Section 2.01 therein;

WHEREAS, the Issuer wishes to issue an additional $65.0 million of its 8.375% Senior Secured Notes due 2018 as Additional Notes (as defined in the Base Indenture) under the Base Indenture (the “Additional Securities”);

WHEREAS, in connection with the issuance of the Additional Securities, the Issuer and the Guarantors have each duly authorized the execution and delivery of this Supplemental Indenture; and

WHEREAS, pursuant to Sections 2.01, 2.02, 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 Guarantors,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 Base 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. Additional Notes. As of the date hereof, the Issuer will issue the Additional Securities. The Additional Securities issued pursuant to this Supplemental Indenture constitute Additional Notes issued pursuant to Sections 2.01 and 2.02 of the Base Indenture and shall be consolidated with and form a single class with the Initial Notes previously established pursuant to the Base Indenture. The Additional Securities shall have the same terms and conditions in all respects as the Initial Notes, except that the issue date of the Additional Securities shall be August 19, 2013, the first interest payment date with respect to the Additional Securities shall be February 15, 2014 and the Additional Securities shall accrue interest from August 15, 2013. Subject to the foregoing, the Additional Securities shall be substantially in the form of Exhibit A to the Base Indenture.

3. Aggregate Principal Amount. The aggregate principal amount of the Additional Securities that may be authenticated and delivered pursuant to this Supplemental Indenture shall be $65.0 million.

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 ADDITIONAL SECURITIES 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 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 makes any representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.

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 Base 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. 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.

[Signature Pages Follow]

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, INC.
COGENT COMMUNICATIONS OF CALIFORNIA, INC.
COGENT COMMUNICATIONS OF D.C., INC.
COGENT COMMUNICATIONS OF FLORIDA, INC.
COGENT COMMUNICATIONS OF MARYLAND, INC.
COGENT COMMUNICATIONS OF TEXAS, INC.
COGENT IH, LLC
COGENT WG, LLC

as Guarantors

By: /s/David Schaeffer
Name: David Schaeffer
Title:President and Chief Executive Officer



WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee and Collateral Agent

By: /s/Joseph P O’Donnell
Name: Joseph P O’Donnell
Title: Vice President