Cogent Communication (CCOI) Launches Notes Offering

Cogent Communications Holdings, Inc. (NASDAQ: CCOI) (the "Company" or "Cogent") 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 $600.0 million aggregate principal amount of senior secured notes due 2032 (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 U.S. 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 will be guaranteed on a senior secured 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 a portion of the net proceeds from the offering to finance the redemption in full of the Issuers' outstanding $500.0 million aggregate principal amount of 3.500% senior secured notes due 2026 (the "Existing Secured Notes"). 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.

There can be no assurance that the issuance and sale of the Notes will be consummated or that any of the Existing Secured Notes will be redeemed.

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. This press release does not constitute a notice of redemption of the Existing Secured Notes or an offer to tender for, or purchase, any Existing Secured Notes or any other security.

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