Cogent Communication (CCOI) Launches Notes Offering

Cogent Communications Holdings, Inc. (NASDAQ: CCOI) today announced that two of its wholly owned subsidiaries, Cogent Communications Group, LLC (f/k/a Cogent Communications Group, Inc.) ("Cogent Group") and Cogent Finance, Inc. (the "Co-Issuer" and, together with Cogent Group, the "Issuers"), intend to commence an offering of $300.0 million aggregate principal amount of 7.000% senior notes due 2027 (the "Notes") to be offered and sold only to persons reasonably believed to be "qualified institutional buyers" in an unregistered offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in transactions outside the United States in compliance with Regulation S under the Securities Act. The Notes are expected to be guaranteed on a senior unsecured basis by Cogent Group's existing and future material domestic subsidiaries (other than the Co-Issuer), subject to certain exceptions. In addition, the Notes will be guaranteed on a senior unsecured basis by the Company; however, the Company will not be subject to the covenants under the indenture governing the Notes. Cogent Group intends to use approximately $110 million of the net proceeds from the offering to exercise a contractual option to prepay in full an existing indefeasible right-of-use agreement with an aggregate principal amount of approximately $125 million of monthly recurring payments remaining held by a subsidiary of Cogent Infrastructure LLC, a Delaware limited liability company (f/k/a Cogent Infrastructure, Inc.), at a 12% discounted rate. Cogent Group intends to use the remainder of the net proceeds for general corporate purposes and/or to make special or recurring dividends to the Company. The Notes will have the same maturity date and call protection, bear interest at the same rate and otherwise have substantially the same terms as the Issuers' existing 7.00% senior notes due 2027 (the "Existing Unsecured Notes"); however, the Notes will not be fungible (from a trading or tax perspective) with the Existing Unsecured Notes and will be a separate series of notes from the Existing Unsecured Notes.

There can be no assurance that the issuance and sale of the Notes will be consummated.

The information in this press release 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. The Notes have not been 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.

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