Bond CogentComm Group 1% ( US19239VAB09 ) in USD

CogentComm Group

100 % ▲

United States

US19239VAB09 ( in USD )

1% per year ( payment 2 times a year)

15/06/2027

Prospectus brochure of the bond Cogent Communications Group US19239VAB09 en USD 1%, maturity 15/06/2027

1 000 USD

19239VAB0

N/A

15/12/2025 ( In 38 days )

Cogent Communications Group is a Tier 1 telecommunications provider offering IP transit, Ethernet, and colocation services globally.

Cogent Communications Group's 1% USD denominated bond (CUSIP: 19239VAB0, ISIN: US19239VAB09), maturing June 15, 2027, with a minimum purchase size of 1000 and paying semi-annual interest, is currently trading at 100%.

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S-3ASR 1 a07-19450_1s3asr.htm S-3ASR
As filed with the Securities and Exchange Commission on July 24, 2007Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COGENT COMMUNICATIONS GROUP, INC.
(Exact Name of Registrant as specified in its charter)
Delaware

4813

52-2337274
(State or other jurisdiction of (Primary Standard Industrial
(IRS Employer
incorporation or organization) Classification Code Number)
Identification Number)

1015 31st Street N.W.
Washington, D.C. 20007
(202) 295-4200
(Address, including zip code, and telephone number, including area code of registrant's principal executive offices)
David Schaeffer
Chairman and Chief Executive Officer
Cogent Communications Group, Inc.
1015 31st Street N.W.
Washington, D.C. 20007
(202) 295-4200
(Name, address, including zip code and telephone number, including area code of agent for service)
Copies to:
David M. McPherson, Esq.
Latham & Watkins LLP
555 11th Street N.W.
Washington, D.C. 20004
(202) 637-2200
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box: o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
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securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Each Class of
Offering Price
Securities to be Registered
Amount to
be Registered
Per Unit
Proposed Maximum
Offering Price
Amount of
Registration Fee
1.00% Convertible Senior Notes due 2027 $200,000,000(1)
100%(2)
$ 200,000,000 $ 6,140.00(5)
Common Stock, par value $0.001 per share 4,067,100(3)
--

--
(4)

(1) Represents the aggregate principal amount at maturity of the notes originally issued by the registrant on June 11, 2007.
(2) Equals the aggregate principal amount of the notes being registered. Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended, or the Securities Act.
(3) Represents the number of shares of common stock initially issuable upon conversion of the notes registered hereby. Pursuant to Rule
416 under the Securities Act, also includes such indeterminate number of shares of common stock as may be issued from time to time upon
conversion of the notes as a result of the anti-dilution provisions contained therein.
(4) No separate consideration will be received for the shares of common stock issuable upon conversion of the notes, and, therefore, no
registration fee is required pursuant to Rule 457(i) under the Securities Act.
(5) Of such amount $4,936.17 is paid herewith and $1,203.83 is offset by the filing fee paid in connection with registration statement
no. 333-133200 filed by the registrant on April 11, 2006.

Prospectus
$200,000,000
1.00% Convertible Senior Notes due 2027
On June 11, 2007, we issued $200,000,000 in aggregate principal amount of 1.00% convertible senior notes due 2027 in a private
offering. This prospectus relates to the resale by various selling securityholders of the notes and shares of our common stock
issuable upon conversion of the notes. We will not receive any of the proceeds from these resales.
The notes bear interest at a rate of 1.00% per annum. We will pay interest on the notes on June 15 and December 15 of each year,
beginning December 15, 2007. The notes will mature on June 15, 2027.
Holders may convert their notes at their option on any day prior to the close of business on the scheduled trading day immediately
preceding June 15, 2027 only under the following circumstances: (1) during the five business-day period after any five
consecutive trading-day period (the "measurement period") in which the price per note for each day of that measurement period
was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on such
day; (2) during any calendar quarter after the calendar quarter ending September 30, 2007, if the last reported sale price of our
common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the
immediately preceding calendar quarter exceeds 130% of the base conversion price in effect on the last trading day of the
immediately preceding calendar quarter; (3) if the notes have been called for redemption; or (4) upon the occurrence of specified
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corporate events. The notes will be convertible, regardless of the foregoing circumstances, at any time from, and including,
April 15, 2027 to, and including, the scheduled trading day immediately preceding the maturity date of the notes.
Upon conversion, holders will initially be entitled to receive cash based on the applicable conversion rate, a number of shares of
our common stock determined as set forth in this offering circular which we refer to as the applicable conversion rate, or a
combination thereof, at our discretion. If, during the observation period described herein, the daily VWAP (as defined herein) of
our common stock is less than or equal to $49.18 per share, which is referred to as the base conversion price, the applicable
conversion rate will equal the base conversion rate of 20.3355 shares, subject to adjustment upon the occurrence of certain events.
If, during the observation period described herein, the daily VWAP of our common stock exceeds the base conversion price, the
applicable conversion rate will be determined pursuant to a formula resulting in the base conversion rate being increased by up to
19.7254 additional shares, subject to adjustment upon the occurrence of certain events and determined as set forth in this offering
circular. In no event will the applicable conversion rate exceed 35.5872 shares of common stock per $1,000 principal amount of
notes, subject to adjustment as set forth herein.
On or after June 20, 2014, we may redeem for cash all or a portion of the notes at a redemption price of 100% of the principal
amount of the notes to be redeemed plus accrued and unpaid interest to, but not including, the redemption date.
Subject to certain exceptions, holders may require us to repurchase for cash all or part of their notes on June 15, 2014, June 15,
2017 and June 15, 2022 and upon a "designated event" at a price equal to 100% of the principal amount of the notes being
repurchased plus any accrued and unpaid interest up to, but excluding, the relevant repurchase date.
The notes will be our senior unsecured obligations and will rank equally with all of our other senior unsecured debt and all of our
future senior unsecured debt. The notes will be structurally subordinated to all liabilities of our subsidiaries and will be effectively
subordinated to our secured indebtedness. For a more detailed description of the notes, see "Description of the Notes" beginning
on page 17.
The notes are not listed on any securities exchange or included in any automated quotation system. Shares of our common stock
are traded on the NASDAQ Global market under the symbol "CCOI." The closing sale price of our common stock on July 23,
2007 was $33.56 per share.
Investing in the notes or our common stock issuable upon conversion of the notes involves risks that are described in the
"Risk Factors" section of this prospectus and the risk factors incorporated herein by reference from our annual and
quarterly reports filed with the Securities and Exchange Commission, or SEC.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is July 24, 2007.
TABLE OF CONTENTS
Page
Additional Information
i
Special Note Regarding Forward-Looking Statements
ii
Summary
1
Risk Factors
7
Use Of Proceeds
12
Price Range Of Common Stock And Dividend Policy
13
Descriptions Of Capital Stock
14
Description Of Notes
17
Ratio Of Earnings To Fixed Charges
48
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Certain Provisions United States Federal Income Tax Considerations
49
Selling Securityholders
58
Plan Of Distribution
60
Legal Matters
62

ADDITIONAL INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read
and copy any document we file at the SEC's public reference room in Washington, D.C. Please call the SEC at 1-800-
SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public
from the SEC's website at www.sec.gov. Our common stock is listed on the NASDAQ Global Market, under the
symbol "CCOI" and all reports, proxy statements and other information filed by us with NASDAQ may be inspected
at NASDAQ's offices.
In this document, we "incorporate by reference" the information we file with the SEC, which means that we can
disclose important information to you by referring to that information. The information incorporated by reference is
considered to be an important part of this prospectus. Any statement in a document incorporated by reference in this
prospectus will be deemed to be modified or superseded to the extent a statement contained in this prospectus or any
other subsequently filed document that is incorporated by reference in this prospectus modifies or supersedes such
statement. We incorporate by reference the documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, (other
than information in such future filings deemed, under SEC rules, not to have been filed) after the date of this
prospectus and until all of the notes or common stock to which this prospectus relates are sold by the selling security
holders or this offering is otherwise terminated:
· our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed on March 14, 2007

(File No. 001-31227);
· our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 filed on May 9, 2007 (File

No. 001-31227);
· our Definitive Proxy Statement on Schedule 14A for the fiscal year ended December 31, 2006, filed on

March 30, 2007 (File No. 001-31227); and
· our Current Reports on Form 8-K dated June 12, 2007 and June 21, 2007 (File No. 001-31227)

· the description of our common stock contained in our registration statement on Form 8-A filed on March 6,

2006 (File No. 000-51829).
You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:
Cogent Communications Group, Inc.
1015 31st Street, N.W.
Tel.: (202) 295-4200
Attention: Investor Relations
Exhibits to the filings will not be sent, however, unless those exhibits have been specifically incorporated by
reference in this offering circular.
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You should read the information in this document together with the information in the documents incorporated by
reference.
You should rely only upon the information provided in this document or incorporated in this document by reference.
We have not authorized anyone to provide you with different information. You should not assume that the
information in this document, including any information incorporated by reference, is accurate as of any date other
than the date indicated on the front cover.
i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference in this prospectus include "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The
forward-looking statements do not include the impact of any mergers, acquisitions, divestitures or business
combinations that may be announced or closed after the date hereof. Any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the
"believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts,"
"intends," "plans," "estimates," and "anticipates" and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain these words. Such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties that are difficult to predict and assumptions
that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or
forecast in these forward-looking statements. The reasons for this include changes in general economic conditions or
the factors described under "Risk Factors."
We caution you that any forward-looking statement reflects only our belief at the time the statement is made.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee our future results, levels of activity, performance or achievements. Except as required by law, we
undertake no obligation to update any of the forward-looking statements to reflect events or developments after the
date of this prospectus.
ii
SUMMARY
The following summary highlights certain significant aspects of our business and this offering, but you should
carefully read this entire prospectus, including the financial data and related notes and the documents incorporated
by reference, which are described under "Additional Information," before making an investment decision. Because
this is a summary, it may not contain all the information that is important to you. Our actual results could differ
materially from those anticipated in certain forward-looking statements contained in this prospectus as a result of
certain factors, including those set forth under "Risk Factors."
Except as otherwise indicated in this prospectus or as the context may otherwise indicate, in this prospectus the
words "we," "our," and "us" refer to Cogent Communications Group, Inc. and its subsidiaries.
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Our Company
Overview
We are a leading facilities-based provider of low-cost, high-speed Internet access and Internet Protocol
communications services. Our network is specifically designed and optimized to transmit data using Internet
Protocol, or IP. IP networks are significantly less expensive to operate and are able to achieve higher performance
levels than the traditional circuit-switched networks used by many of our competitors, thus giving us clear cost and
performance advantages in our industry. We deliver our services to small and medium-sized businesses,
communications service providers and other bandwidth-intensive organizations through over 12,900 customer
connections in North America and Western Europe. Our primary on-net service is Internet access at a speed of 100
Megabits per second and greater. We offer this on-net service exclusively through our own facilities, which run all
the way to our customers' premises.
Our network is comprised of in-building riser facilities, metropolitan optical fiber networks, metropolitan traffic
aggregation points and inter-city transport facilities. The network is physically connected entirely through our
facilities to over 1,125 buildings in which we provide our on-net services, including over 875 multi-tenant office
buildings. We also provide on-net services in carrier-neutral colocation facilities, data centers and single-tenant office
buildings. Because of our integrated network architecture, we are not dependent on local telephone companies to
serve our on-net customers. We emphasize the sale of on-net services because we believe we have a competitive
advantage in providing these services and our sales of these services generate higher gross profit margins.
We also provide Internet connectivity to customers that are not located in buildings directly connected to our
network. We serve these off-net customers using other carriers' facilities to provide the last mile portion of the link
from our customers' premises to our network. We also provide certain non-core services which are legacy services
which we acquired and continue to support but do not actively sell.
Company Information
We were incorporated in Delaware in August 1999. In February 2002, in connection with our merger with Allied
Riser Communications Corporation, shares of our common stock started public trading on the American Stock
Exchange and we became subject to, and commenced reporting under, the Securities Exchange Act of 1934. In
March 2006, our shares began trading on the Nasdaq Global Market. Our principal executive offices are located at
1015 31st Street N.W., Washington, D.C. 20007. Our telephone number is (202) 295-4200 and our web site address
is www.cogentco.com. The information contained, referenced or incorporated in our web site is not a part of this
offering circular.
1
The Notes
We provide the following summary solely for your convenience. This summary is not a complete description of the
notes. You should read the full text and more specific details contained elsewhere in this offering circular. For a more
detailed description of the notes and our common stock, see the sections entitled "Description of the Notes" and
"Description of Capital Stock" in this prospectus. With respect to the discussion of the terms of the notes on the
cover page, in this section and in the section entitled "Description of the Notes," the words "we," "our," "us" and the
"Company" refer only to Cogent Communications Group, Inc. and to not any of its subsidiaries.
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Issuer
Cogent Communications Group, Inc.
Notes Offered
$200 million principal amount of 1.00% Convertible Senior Notes
due 2027.
Maturity Date
June 15, 2027, unless earlier redeemed, repurchased or converted.
Interest
1.00% per annum, payable semi-annually in arrears in cash on
June 15 and December 15 of each year, beginning December 15,
2007.
Ranking
The notes will rank equally with any future senior debt and senior
to any future subordinated debt and will be effectively subordinated
to all existing and future liabilities of our subsidiaries and to any
secured debt we may issue to the extent of the value of the
collateral. As of March 31, 2007 we had no secured indebtedness.
The indenture for the notes does not restrict us or our subsidiaries
from incurring additional debt or other liabilities, including secured
debt. Our subsidiaries will not guarantee any of our obligations
under the notes.
Conversion Rights
Holders may convert their notes prior to the close of business on
the scheduled trading day immediately preceding June 15, 2027 in
multiples of $1,000 in principal amount, at the option of the holder
under the following circumstances:

· during the five business-day period after any five consecutive
trading day period (the "measurement period") in which the
trading price per note for each day of such measurement period
was less than 98% of the product of the last reported sale price of
our common stock and the applicable conversion rate on each
such day; or

· during any calendar quarter after the calendar quarter ending
September 30, 2007, if the last reported sale price of our
common stock for 20 or more trading days in a period of 30
consecutive trading days ending on the last trading day of the
immediately preceding calendar quarter exceeds 130% of the
base conversion price in effect on the last trading day of the
immediately preceding calendar quarter;

· if such notes have been called for redemption; or
2

· upon the occurrence of specified events described below under
"Description of the Notes--Conversion Rights."
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At the option of the holder, regardless of the foregoing
circumstances, holders may convert their notes, in multiples of
$1,000 in principal amount, at any time on or after April 15, 2027
through the scheduled trading day immediately preceding the
maturity date, subject to prior repurchase of the notes.

Upon conversion, we will have the right to deliver either (i) shares
of common stock based upon the applicable conversion rate or (ii) a
combination of cash and shares of common stock, if any, based on
a daily conversion value calculated on a proportionate basis for
each trading day of the observation period. See ``Description of
Notes--Conversion Rights--Payment upon Conversion.''
Applicable Conversion Rate
The applicable conversion rate for any notes to be converted will
equal the sum of the daily conversion rate fractions for each day
during the 20 VWAP trading days (as defined under "Description
of the Notes--Payment Upon Conversion") during the observation
period (defined below). The daily conversion rate fraction for each
day during the related observation period shall be determined as
follows:

· if the daily VWAP (as defined under "Description of the Notes
--Payment Upon Conversion") on such date is less than or equal
to the base conversion price (defined below), the daily
conversion rate fraction for such notes will be equal to the base
conversion rate divided by 20, as may be adjusted as described
below.

· if the daily VWAP is greater than the base conversion price,
the daily conversion rate fraction of such notes will be equal to
the following:

base conversion rate +
[( such daily VWAP - base conversion price
such daily VWAP
)× incremental share factor ]

20

In no event, however, will the daily conversion rate fraction for
any day during the observation period exceed one-twentieth of
35.5872 shares (the "daily share cap"), subject to adjustment as
described herein. Accordingly, the applicable conversion rate is
capped and you will not participate in any price appreciation in our
common stock above $216.82 per share.

The "base conversion rate" is 20.3355 shares, subject to adjustment
as described under "Description of the Notes--Conversion Rate
Adjustments."
3
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The "base conversion price" per $1,000 principal amount of notes
is a dollar amount (initially $49.18) determined by dividing $1,000
by the base conversion rate, as may be adjusted as described below.

The "incremental share factor" is initially 19.7254, as may be
adjusted as described below.

"Observation period" with respect to any note means:

· for any conversion date occurring (i) in respect of notes called
for redemption following our notice of redemption or (ii) in
respect of notes converted following the 23rd scheduled trading
day preceding the maturity date, the 20 consecutive VWAP
trading days beginning on, and including, the 22nd scheduled
trading day preceding the maturity date or the redemption date,
as applicable.

· in all other instances, the 20 consecutive VWAP trading day
period beginning on, and including, the third trading day
immediately following the conversion date.

We may in lieu of delivering all or a portion of shares of our
common stock based on the applicable conversion rate as described
above, deliver cash based on the daily conversion value during the
observation period as described herein. The daily conversion value
on any day during the related observation period will in no event
exceed the daily share cap multiplied by the daily VWAP on such
day. Accordingly, you will not participate in any price appreciation
in our common stock above $216.82 per share.

In addition, if a "fundamental change" occurs prior to June 20,
2014, subject to certain limitations and provided such fundamental
change is not a public acquirer change in control in respect of
which the Company has elected to adjust the applicable conversion
rate and related conversion obligation as described under
"Description of the Notes--Conversion Rights--Conversion Rate
Adjustments--Conversion After a Public Acquirer Fundamental
Change," we will increase the applicable conversion rate for a
holder who elects to convert its notes in connection with such
fundamental change upon conversion in the circumstances as
described under "Description of the Notes--Conversion Rights--
Conversion Rate Adjustments--Adjustment to Conversion Rate
upon Conversion upon Fundamental Change." No adjustment to the
conversion rate will be paid if the stock price is less than $28.10 or
if the stock price exceeds $225.00 (in each case, subject to
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adjustment).

You will not receive any additional cash payment or additional
shares representing accrued and unpaid interest upon conversion of
a note, except in limited circumstances. Instead, interest will be
deemed paid by the cash and shares, if any, of common stock
delivered to you upon conversion.
4

Sinking Fund
None.
Optional Redemption by Cogent
On or after June 20, 2014, we may redeem at any time for cash all
or part of the notes, upon not less than 23 scheduled trading days
nor more than 45 scheduled trading days notice before the
redemption date by mail to the trustee, the paying agent and each
holder of notes, at 100% of the principal amount of the notes to be
redeemed, plus accrued and unpaid interest, including any special
interest, to but excluding the redemption date.
Purchase of Notes by Us at the Option of

the Holder
Holders have the right to require us to purchase all or a portion of
their notes for cash on June 15, 2014, June 15, 2017 and June 15,
2022, each of which we refer to as a "purchase date." In each case,
we will pay a purchase price in cash equal to 100% of the principal
amount of the notes to be repurchased plus accrued and unpaid
interest to the purchase date.
Designated Event Repurchase Right of

Holders
Subject to certain exceptions, if we undergo a "designated event" as
defined below under "Description of the Notes--Designated Event
Permits Holders to Require us to Purchase Notes," including a
"fundamental change" as defined in such section, you will have the
option to require us to repurchase all or any portion of your notes.
The designated event repurchase price will be 100% of the
principal amount of the notes to be purchased plus any accrued and
unpaid interest to but excluding the designated event repurchase
date. We will pay cash for all notes so repurchased.
Events of Default
Except as noted below, if an event of default on the notes occurs,
the principal amount of the notes, plus accrued and unpaid interest
and special interest, if any, may be declared immediately due and
payable, subject to certain conditions set forth in the indenture. If
the event of default relates to our failure to comply with the
reporting obligations in the indenture, at our option, the sole
remedy for the first 60 days following such event of default
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