Cogent (NASDAQ: CCOI) signs $225M deal to sell 10 data centers
Rhea-AI Filing Summary
Cogent Communications Holdings, Inc. has entered into a material definitive agreement for its indirect wholly owned subsidiary, Cogent Fiber, LLC, to sell 10 data center facilities to an affiliate of I Squared Capital for $225 million in cash. The facilities are located across major U.S. markets including Phoenix, Atlanta, Chicago and Houston.
Cogent has agreed to guarantee certain obligations of the seller under the purchase agreement. Closing is subject to customary conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and is expected on the later of June 12, 2026 or HSR approval, with an outside termination date of November 18, 2026.
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Insights
Cogent monetizes 10 data centers for $225M, pending regulatory clearance.
The agreement transfers 10 U.S. data center facilities from subsidiary Cogent Fiber, LLC to a buyer sponsored by I Squared Capital for $225 million in cash. Cogent guarantees certain seller obligations, indicating ongoing contractual ties after closing.
Because completion depends on Hart-Scott-Rodino clearance and other customary conditions, the economic impact hinges on timely closing by the later of June 12, 2026 or HSR approval. The November 18, 2026 outside date sets a clear window, and future filings may detail how Cogent deploys the cash proceeds.
8-K Event Classification
Key Figures
Key Terms
Material Definitive Agreement regulatory
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
forward-looking statements regulatory
facilities-based provider financial
indemnities financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On May 22, 2026, Cogent Fiber, LLC, a Delaware limited liability company (the “Seller”) and an indirect wholly owned subsidiary of Cogent Communications Holdings, Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with an affiliate of I Squared Capital (the “Buyer”). Pursuant to the Purchase Agreement, the Seller will sell to the Buyer 10 data center facilities (the “Facilities”), together with certain personal property and customer contracts located at each of the Facilities as more particularly described in the Purchase Agreement (collectively, the “Transaction”). In connection with the Transaction, the Company has agreed to guarantee certain obligations of the Seller under the Purchase Agreement.
The aggregate purchase price for the Facilities is $225 million payable in cash. The Purchase Agreement includes customary representations, warranties, indemnities and covenants. Consummation of the Transaction is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Approval”). Subject to certain limitations, either the Buyer or the Seller may terminate the Purchase Agreement if the Transaction is not consummated by November 18, 2026. The Transaction is expected to close on the later of June 12, 2026 or following HSR Approval.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Purchase Agreement which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 8.01. Other Events.
On May 26, 2026, the Company issued a press release announcing that its indirect wholly owned subsidiary, Cogent Fiber, LLC, has entered into a definitive agreement to sell 10 data center facilities for an aggregate purchase price of $225 million in cash. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number |
Description | |
| 10.1* | Purchase and Sale Agreement, dated May 22, 2026. | |
| 99.1 | Press Release of Cogent Communications Holdings, Inc., dated May 26, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*Certain schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) and Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or exhibit to the SEC or its staff upon request.
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. | |||
| Dated: May 26, 2026 | By: | /s/ David Schaeffer | |
| Name: | David Schaeffer | ||
| Title: | President and Chief Executive Officer | ||
Exhibit 99.1
 |
FOR IMMEDIATE RELEASE |
| Cogent Contacts: | |
| For Public Relations: | For Investor Relations: |
| Jocelyn Johnson | John Chang |
| + 1 (202) 295-4299 | + 1 (202) 295-4212 |
| jajohnson@cogentco.com | investor.relations@cogentco.com |
Cogent Communications Announces
Definitive Agreement to Sell 10 Data Center Facilities
WASHINGTON, D.C., May 26, 2026 – Cogent Communications Holdings, Inc. (“Cogent”) (NASDAQ: CCOI) today announced that its indirect wholly owned subsidiary, Cogent Fiber, LLC, has entered into a definitive agreement to sell 10 data center facilities for an aggregate purchase price of $225 million in cash to a newly formed entity sponsored by I Squared Capital. The 10 facilities are located in Phoenix, AZ, Anaheim, CA, Burbank, CA, Stockton, CA, Atlanta, GA, Chicago, IL, Elkridge, MD, Kansas City, MO, Nashville, TN and Houston, TX.
The transaction is expected to close on the later of June 12, 2026 and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
About Cogent
Cogent (NASDAQ: CCOI) is a facilities-based provider of low cost, high speed Internet access and private network services to bandwidth intensive businesses. Cogent’s facilities-based, all-optical IP network provides services in 306 markets globally.
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.
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Information in this release may involve expectations, beliefs, plans, intentions or strategies regarding the future. These forward-looking statements, including expectations regarding the sale of the data center facilities and closing of the transaction, involve risks and uncertainties. All forward-looking statements included in this release are based upon information available to Cogent Communications Holdings, Inc. as of the date of the release, and we assume no obligation to update any such forward-looking statement. The statements in this release are not guarantees of future performance and actual results could differ materially from our current expectations. Numerous factors could cause or contribute to such differences. Some of the factors and risks associated with our business are discussed in Cogent’s registration statements filed with the Securities and Exchange Commission (the “SEC”) and in its other reports filed from time to time with the SEC.
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