COGENT COMMUNICATIONS HOLDINGS, INC. (CCOI): M&A transaction — Cogent closes T-Mobile Wireline acquisition; ~$61.1M net payment; $700M IP transit contract

COGENT COMMUNICATIONS HOLDINGS, INC.

Cogent paid ~$61.1M net cash to Sprint/T-Mobile for Wireline Business (Sprint legacy long-haul fiber network).
Signed $700M IP Transit Agreement with T-Mobile: $350M over year 1, $350M over following 42 months.
Entered Transition Services Agreement (up to 2 years, extendable) and Customer Subscriber Agreement for colo/connectivity/voice.
Acquisition includes Sprint's U.S. long-haul network, customer base, and experienced employees.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

COGENT COMMUNICATIONS HOLDINGS, INC. completed an acquisition involving Sprint Communications LLC for purchase price of $1 payable to the Seller for the Purchased Interests, subject to adjustments for cash, working capital and other customary items, which result (closed 2023-05-01).

Action: acquisition
Counterparty: Sprint Communications LLC
Consideration: purchase price of $1 payable to the Seller for the Purchased Interests, subject to adjustments for cash, working capital and other customary items, which result
Closing: 2023-05-01

Exact text from the filing

On the Closing Date, the Buyer consummated the Transaction pursuant to the terms of the Purchase Agreement, providing a purchase price of $1 payable to the Seller for the Purchased Interests, subject to adjustments for cash, working capital and other customary items, which resulted in the Buyer paying to the Seller approximately $61.1 million.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

COGENT COMMUNICATIONS HOLDINGS, INC. entered into Transition Services Agreement with T-Mobile USA, Inc. valued at Not specified; fees based on historic practice and third-party costs at cost (effective 2022-09-07).

Action: entry
Agreement: asset purchase
Counterparty: T-Mobile USA, Inc.
Value: Not specified; fees based on historic practice and third-party costs at cost
Effective: 2022-09-07

Exact text from the filing

Transition Services Agreement On the Closing Date, the Buyer entered into a transition services agreement (the “TSA”) with the Seller, pursuant to which the Seller and certain of its affiliates will provide to the Buyer and its affiliates, and the Buyer and certain of its affiliates will provide to the Seller and certain of its affiliates, on an interim basis following the Closing Date, certain specified services (the “Transition Services”) to ensure an orderly transition following the purchase and sale of the Wireline Business.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

COGENT COMMUNICATIONS HOLDINGS, INC. entered into IP Transit Agreement with T-Mobile USA, Inc. valued at $700 million aggregate consideration payable by TMUSA to an affiliate of Cogent (effective 2022-09-07).

Action: entry
Counterparty: T-Mobile USA, Inc.
Value: $700 million aggregate consideration payable by TMUSA to an affiliate of Cogent
Effective: 2022-09-07

Exact text from the filing

On the Closing Date, T-Mobile USA, Inc., a Delaware corporation and direct subsidiary of T-Mobile (“TMUSA”), entered into an agreement for IP transit services (the “IP Transit Agreement”), pursuant to which TMUSA will pay an affiliate of Cogent an aggregate of $700 million, consisting of (i) $350 million in equal monthly installments during the first year after the Closing Date and (ii) $350 million in equal monthly installments over the subsequent 42 months.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

COGENT COMMUNICATIONS HOLDINGS, INC. entered into Customer Subscriber Agreement with T-Mobile USA, Inc. valued at Per service monthly fee plus certain third-party costs (effective 2022-09-07).

Action: entry
Counterparty: T-Mobile USA, Inc.
Value: Per service monthly fee plus certain third-party costs
Effective: 2022-09-07

Exact text from the filing

In addition, on the Closing Date, the Buyer and TMUSA entered into an agreement for colocation, connectivity and voice services (the “Customer Subscriber Agreement”), pursuant to which the Buyer and certain of its affiliates will provide such services to the Seller for a per service monthly fee plus certain third-party costs incurred in providing the services.

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COGENT COMMUNICATIONS HOLDINGS, INC. filing history →

Source: SEC EDGAR

accession 0001104659-23-053639

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