Cogent Announces Definitive Agreement to Acquire T-Mobile’s Wireline Business

WASHINGTON, D.C. September 7, 2022 – Cogent Communications Holdings, Inc. (NASDAQ: CCOI) (“Cogent”) announced today that it has entered into a definitive agreement to acquire T-Mobile’s Wireline Business. Cogent’s commitment to serving the Wireline Business customers it is acquiring through this transaction will cement the future for this strong legacy business as T-Mobile continues its strategic focus on providing wireless solutions to consumers and enterprises as the core of its future growth.

For Cogent, acquisition of T-Mobile’s Wireline Business is expected to be an ideal strategic fit with its existing business. The Wireline Business offers the legacy Sprint U.S. long-haul network that provides an owned network asset to complement and eventually replace Cogent’s current leased network and provides the ability to expand its product set, including the sales of optical wave transport services to new and existing customers. It also has a current customer base who are a fit for Cogent’s products and services, and a group of experienced employees with the knowledge and capabilities to execute the company’s strategy.

As part of the agreement, in addition to the fiber network and related assets and customers, Cogent will acquire certain liabilities associated with the business. In addition, at the closing of the acquisition, the parties will enter into a separate agreement pursuant to which Cogent will offer IP transit services to T-Mobile for 54 months following the closing date and T-Mobile will pay Cogent $700 million for such services, with $350 million due in equal payments over the first 12 months after closing and $350 million due in equal payments over the remaining 42 months.

Cogent expects to offer customers the ability to migrate from their legacy MPLS VPN solutions to modern Ethernet / VPLS or SD-WAN / DIA solutions for their corporate needs. Cogent also expects to facilitate the migration of netcentric internet access customers from the T-Mobile Wireline Business (legacy Sprint) AS1239 to Cogent’s AS174.

A newly formed direct subsidiary of Cogent will consummate the acquisition. Cogent does not plan to issue new debt or equity in order to finance the acquisition, and the transaction is not expected to be dilutive to Cogent’s existing stockholders. Cogent plans to maintain its current dividend per share, which is expected to continue to increase over time.

Approvals

The transaction is subject to receipt of regulatory approvals and other customary closing conditions and is expected to close in the second half of 2023.

Advisors

Morgan Stanley & Co. LLC served as exclusive financial advisor for Cogent, and Latham & Watkins LLP acted as legal advisor.

Houlihan Lokey served as the exclusive financial advisor to T-Mobile and T-Mobile was represented by Joseph Alexander, Nancy Victory, Marc Samuel and Jason Juall from DLA Piper.