Cogent Communications Holdings,Inc. (NASDAQ:CCOI) Files An 8-K Regulation FD Disclosure

ITEM 7.01. Regulation FD Disclosure.

Cogent Communications Group,Inc. (Cogent), a wholly owned
subsidiary of Cogent Communications Holdings,Inc. (the
Company), intends to commence a tack-on offering of an
additional $125 million aggregate principal amount of its 5.375%
Senior Secured Notes due 2022 (the Notes) for issuance in
a private placement not registered under the Securities Act of
1933, as amended (the Act). The Notes are being offered
and sold only to qualified institutional buyers in an
unregistered offering to Rule144A under the Act.

The Notes will be guaranteed by Cogents domestic subsidiaries,
subject to certain exceptions, and by the Company. The Companys
guarantee will be unsecured and the Company will not be subject
to the covenants under the indenture governing the Notes. If the
offering is consummated, Cogent expects to use the proceeds from
the offering to pay a $56.6 million cash dividend to the Company
and for general corporate purposes and/or to repurchase our
common stock or to pay additional dividends to our stockholders.
There can be no assurance that the issuance and sale of the Notes
will be consummated. Additional details are discussed in the
associated press release, a copy of which is attached as
Exhibit99.1. The information in this Current Report does not
constitute an offer to sell or a solicitation of an offer to buy
any of the Notes. The Notes offering is not being made to any
person in any jurisdiction in which the offer, solicitation or
sale is unlawful. The Notes offered have not been registered
under the Act, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.

This information set forth herein shall not be deemed filed for
purposes of Section18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or incorporated by reference
in any filing under the Act or the Exchange Act, except as shall
be expressly set forth by specific reference in such a filing.

Caution Concerning Forward-Looking Statements

Except for historical information and discussion contained
herein, statements contained in this Current Report constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to statements identified by words
such as believes, expects, anticipates, estimates, intends,
plans, targets, projects and similar expressions. The statements
in this release are based upon the current beliefs and
expectations of the Companys management and are subject to
significant risks and uncertainties. Actual results may differ
from those set forth in the forward-looking statements. Numerous
factors could cause or contribute to such differences, including
future economic instability in the global economy or a
contraction of the capital markets, which could affect spending
on Internet services and our ability to engage in financing
activities; the impact of changing foreign exchange rates (in
particular the Euro to US dollar and Canadian dollar to US dollar
exchange rates) on the translation of our non-US dollar
denominated revenues, expenses, assets and liabilities; legal and
operational difficulties in new markets; changes in government
policy and/or regulation, including rulesregarding data
protection, cyber security and net neutrality; increasing
competition leading to lower prices for our services; our ability
to attract new customers and to increase and maintain the volume
of traffic on our network; the ability to maintain our Internet
peering arrangements on favorable terms; our reliance on an
equipment vendor, Cisco Systems Inc., and the potential for
hardware or software problems associated with such equipment; the
dependence of our network on the quality and dependability of
third-party fiber providers; our ability to retain certain
customers that comprise a significant portion of our revenue
base; the management of network failures and/or disruptions; and
outcomes in litigation as well as other risks discussed from time
to time in our filings with the Securities and Exchange
Commission, including, without limitation, our annual report on
Form10-K for the fiscal year ended December31, 2015 and our
Quarterly Reports on Form10-Q for the quarters ended March31,
2016, June30, 2016 and September30, 2016 filed with the
Securities and Exchange Commission. The Company undertakes no
duty to update any forward-looking statement or any information
contained in this Current Report or in other public disclosures
at any time.

About Cogent Communications Holdings, Inc. (NASDAQ:CCOI)

Cogent Communications Holdings, Inc. is a facility-based provider of Internet access and Internet Protocol (IP) communications services. The Company’s network is designed and optimized to transmit data using IP. The Company delivers its services to small and medium-sized businesses, communications service providers and other bandwidth-intensive organizations in North America, Europe and Asia. The Company offers on-net Internet access services through its own facilities, which run from its network to its customers’ premises. The Company offers its on-net services to customers located in buildings that are physically connected to its network. Its on-net service consists of high-speed Internet access and IP connectivity ranging from 100 Megabits per second to 100 Gigabits per second of bandwidth. It provides its on-net Internet access services to its net-centric and corporate customers.

Cogent Communications Holdings, Inc. (NASDAQ:CCOI) Recent Trading Information

Cogent Communications Holdings, Inc. (NASDAQ:CCOI) closed its last trading session up +0.70 at 39.10 with 245,695 shares trading hands.