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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 15, 2026
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) |
|
(IRS Employer
Identification No.) |
2450 N St NW,
Washington, D.C. |
|
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:
¨
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))
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 ¨
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. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On June 15, 2026, Cogent Communications Group,
LLC (“Cogent Group”) and Cogent Finance, Inc. (the “Co-Issuer” and, together with Cogent Group, the “Issuers”),
two wholly owned subsidiaries of Cogent Communications Holdings, Inc. (the “Company”), entered into a First Supplemental
Indenture (the “Supplemental Indenture”) with the Company, the other guarantors named therein and Wilmington Trust, National
Association, as trustee and collateral agent (the “Trustee and Collateral Agent”), to the Indenture, dated as of June 17,
2025 (the “Indenture”), among the Issuers, the Company, the other guarantors named therein, the Trustee and Collateral Agent
to effect certain amendments to the Indenture to: (i) amend the “Permitted Liens” definition therein to increase the
secured leverage ratio under the “ratio liens” basket from 4.00:1.00 to 4.75:1.00; (ii) require the Company to contribute
or otherwise provide to Cogent Group and/or one or more of its restricted subsidiaries the proceeds of certain data center sales and require
Cogent Group to use such proceeds solely to repurchase or otherwise retire existing indebtedness at a discount (with at least 50% of such
proceeds being used to repurchase the Issuers’ existing 6.500% Senior Secured Notes due 2032 (the “Notes”)); (iii) provide
that the proceeds from such data center sales will not be used to increase available restricted payment capacity under the Indenture;
(iv) provide that Cogent Group will not make restricted payments constituting the dividend, distribution, sale, transfer or contribution
of indefeasible rights of use (“IRUs”) and prohibit any IRU that is owned or held by Cogent Group or any guarantor from being
transferred to, assumed by or refinanced by any unrestricted subsidiary or any restricted subsidiary that is not a guarantor, subject
to limited exceptions; and (v) amend, supplement or change certain other provisions in the Indenture related to the foregoing. Entry
into the Supplemental Indenture follows the Issuers’ receipt of consents from holders of a majority of the outstanding aggregate
principal amount of the Notes. The Supplemental Indenture was effective upon execution.
The foregoing description of the Supplemental
Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which
is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit |
|
|
| Number |
|
Description |
| |
|
|
| 4.1 |
|
First Supplemental Indenture, dated as of June 15, 2026, among Cogent Communications Group, LLC, Cogent Finance, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Dated: June 15, 2026
| |
Cogent Communications Holdings, Inc. |
| |
|
|
| |
By: |
/s/ David Schaeffer |
| |
|
Name: David Schaeffer |
| |
|
Title: President and Chief Executive Officer |
| |
|
|
