Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Acquisition of the Wireline Business of Sprint Communications

On September 6, 2022, Cogent Infrastructure, Inc., a Delaware corporation (the “Buyer”) and a direct wholly owned subsidiary of Cogent Communications Holdings, Inc., a Delaware corporation (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Sprint Communications LLC (“Sprint Communications”) and an indirect wholly owned subsidiary of T-Mobile US, Inc., a Delaware corporation (“T-Mobile”), and Sprint LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of T-Mobile (the “Seller”), pursuant to which the Buyer acquired the U.S. long-haul fiber network (including the non-U.S. extensions thereof) of Sprint Communications and its subsidiaries (the “Wireline Business”). In accordance with the terms and conditions set forth in the Purchase Agreement, on May 1, 2023 (the “Closing Date”), the Company purchased from the Seller all of the issued and outstanding membership interests (the “Purchased Interests”) of Wireline Network Holdings LLC, a newly formed Delaware limited liability company that, following an internal restructuring, holds Sprint Communications’ assets and liabilities relating to the Wireline Business (such transactions contemplated by the Purchase Agreement, collectively, the “Transaction”).

Purchase Price

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, including for cash, working capital and other customary items (the “Purchase Price Adjustment”), as set forth in the Purchase Agreement. Based on the Seller’s estimates of the Purchase Price Adjustment components, including an estimated $43.4 million of cash and cash equivalents (for purposes of funding the international operations of the Wireline Business), the Purchase Price Adjustment resulted in the Buyer making a payment to the Seller of approximately $61.1 million on the Closing Date (such amount, the “Estimated Purchase Price”). Pursuant to the terms of the Purchase Agreement, the Estimated Purchase Price is subject to adjustment following the Closing Date upon final determination of the various components of the Purchase Price Adjustment. Although the Purchase Price Adjustment process remains ongoing as of the date hereof, the Company currently expects that, upon final determination of the Purchase Price Adjustment components in accordance with the terms of the Purchase Agreement, the Buyer will be required to make an additional payment of approximately $3.5 million to the Seller, which payment the Company currently expects will be paid within 180 days from the Closing Date. In addition to the Purchase Price Adjustment payment, the Purchase Agreement also requires the Seller to reimburse the Buyer 50% of any short-term operating lease liabilities assumed by the Buyer. The Company currently expects a payment of $57.1 million to be due from the Seller to the Buyer in respect of the acquired short-term lease obligations. Pursuant to the terms of the Purchase Agreement, this amount would be paid from the Seller to the Buyer in four equal payments in months 55 to 58 following the Closing Date. This amount will be recorded at its present value, which the Company currently estimates would result in a discount of $17.0 million. The interest rate used in determining the present value was derived considering rates on similar issued debt instruments with comparable durations, among other market factors. The determination of the discount rate requires judgment.

IP Transit Services Agreement

On the Closing Date, Cogent Communications, Inc. and 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 Services Agreement”), pursuant to which TMUSA will pay an affiliate of the Company 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.

Unaudited Pro Forma Condensed Combined Financial Information

The following unaudited pro forma condensed combined financial information presents the unaudited pro forma condensed combined balance sheet as of December 31, 2022 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022. The unaudited pro forma condensed combined financial information was prepared in accordance with U.S. generally accepted accounting principles and pursuant to Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information presents the combination of the historical results of the Company and the Wireline Business after giving pro forma effect to the Transaction as described herein. The unaudited pro forma condensed combined financial statements are derived from the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022 included in its Annual Report on Form 10-K for the year ended December 31, 2022 and the audited consolidated financial statements of the Wireline Business as of and for the year ended December 31, 2022 included in the Current Report on Form 8-K/A to which these unaudited pro forma condensed combined financial statements are filed as an exhibit, filed with the Securities and Exchange Commission (the “SEC”) on July 14, 2023. The unaudited pro forma condensed combined balance sheet as of December 31, 2022 combines the historical balance sheets of the Company and the Wireline Business on a pro forma basis as if the Transaction had been consummated on December 31, 2022. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 combines the historical statements of operations of the Company and the Wireline Business for such period on a pro forma basis as if the Transaction had been consummated on January 1, 2022.

The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or consolidated financial condition of the Company would have been had the Transaction actually occurred on the date indicated, nor do they purport to project the future consolidated results of operations or consolidated financial condition of the Company for any future period or as of any future date. The assumed accounting for the Transaction, including estimated consideration, is based on provisional amounts and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities of the Wireline Business was based upon the preliminary estimate of fair values. For the preliminary estimate of fair values of the assets acquired and liabilities assumed of the Wireline Business, the Company used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. The unaudited pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable under the circumstances. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The purchase adjustments relating to the combined financial information are preliminary and subject to change as additional analyses are performed and finalized. Final accounting treatment, purchase price allocation and/or purchase adjustments may be different than that reflected herein, and any such differences may be material. All pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma condensed combined financial information, which should be read in conjunction herewith.

The unaudited pro forma condensed combined financial statements should be read in conjunction with the Company’s historical financial statements and related management’s discussion and analysis of financial condition and results of operations, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and filed with the SEC on February 24, 2023, and the historical financial statements of the Wireline Business, which are included as Exhibit 99.1 to the Current Report on Form 8-K/A to which these unaudited pro forma condensed combined financial statements are filed as an exhibit, filed with the SEC on July 14, 2023.

UNAUDITED PRO-FORMA CONDENSED COMBINED BALANCE SHEET 

AS OF DECEMBER 31, 2022 

(Amounts in thousands)

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information.

UNAUDITED PRO-FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS 

FOR THE YEAR ENDED DECEMBER 31, 2022 

(Amounts in thousands, except share and per share information)

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information.

Notes to Unaudited Pro Forma Condensed Combined Financial Information

Note 1. Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting in accordance with the business combination accounting guidance as provided in Financial Accounting Standards Board ASC Topic 805, Business Combinations (“ASC 805”), with the Company treated as the accounting acquirer and the Wireline Business as the accounting acquiree. The unaudited pro forma condensed combined financial information may differ from the final purchase accounting for a number of reasons, including the fact that the estimates of fair values of assets acquired and liabilities assumed of the Wireline Business are preliminary and subject to change when the formal valuation and other studies are finalized. The differences that may occur between the preliminary estimates and the final purchase accounting could have a material impact on the accompanying unaudited pro forma condensed combined financial information. The final allocation is expected to be completed when the Company files its report on Form 10-Q for the quarter ending June 30, 2024 and could differ materially from the preliminary allocation used in the transaction accounting adjustments. The final allocation may include (1) changes in fair values of property, plant and equipment; (2) changes in allocations to intangible assets; and (3) other changes to assets and liabilities.

On the Closing Date, Cogent Communications, Inc. and T-Mobile USA, Inc., a Delaware corporation and direct subsidiary of T-Mobile (“TMUSA”), entered into an agreement for IP transit services (“IP Transit Services Agreement”), pursuant to which TMUSA will pay an affiliate of the Company 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.

The Company evaluated what elements are part of the business combination and the consideration exchanged to complete the acquisition. Under ASC 805, the Company has concluded that the $700 million of payments to be made under the IP Transit Agreement represent consideration received from T-Mobile to complete the acquisition of a distressed business. The Company also evaluated whether the $700.0 million IP Transit Services Agreement was in the scope of ASU No. 2014-09, Revenue from Contracts with Customers (“ASC 606”). The Company has concluded that T-Mobile did not represent a “customer” as defined by ASC 606, the stated contract price did not represent consideration for services to be delivered and the transaction did not satisfy the definition of revenue, which excluded this arrangement from the scope of ASC 606. As a result, the IP Transit Services Agreement will be recorded in connection with the Transaction at its discounted present value resulting in a discount of $79.6 million. The interest rate used in determining the present value was derived considering rates on similar issued debt instruments with comparable durations, among other market factors. The determination of the discount rate requires judgment.

SEC Preclearance Letter

On June 27, 2023, the Company submitted a letter to the SEC’s Office of the Chief Accountant (“OCA”) seeking confirmation of certain aspects of the accounting treatment for the IP Transit Agreement, in particular accounting for the IP Transit Services Agreement as consideration to complete the Transaction as opposed to revenue. The SEC staff encourages companies to consult with the OCA on accounting, financial reporting, and auditing concerns or questions, especially those involving unusual or complex transactions for which no clear authoritative guidance exists. The pro forma adjustments reflected in the unaudited pro forma condensed combined financial information represent the Company’s preliminary conclusions relative to the accounting treatment applicable to the IP Transit Services Agreement. The Company is in ongoing discussions with the SEC staff. The matter remains under review by the OCA and a final determination has not yet been reached.

The historical financial information has been adjusted to give effect to matters that are (i) directly attributable to the Transaction, (ii) factually supportable and (iii) with respect to the statement of operations, expected to have a continuing impact on the operating results of the combined company. The unaudited pro forma condensed combined financial information does not give effect to the potential impact of any anticipated synergies, operating efficiencies or cost savings that may result from the Transaction or of any integration costs.

Note 2. Significant Accounting Policies

The accounting policies used in the preparation of this unaudited pro forma condensed combined financial information are those set out in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022. As part of the application of ASC 805, the Company is currently conducting a more detailed review of the Wireline Business’ accounting policies in an effort to determine if differences in accounting policies require reclassification or adjustment of the Wireline Business’ results of operations or reclassification or adjustment of assets or liabilities to conform to the Company’s accounting policies and classifications. Therefore, the Company may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.

Note 3. Calculation of Estimated Consideration and Preliminary Purchase Price Allocation of the Transaction

Estimated Consideration

The acquisition-date fair value of consideration expected to be received from the Transaction totaled $595.8 million and comprised the following:

Preliminary Purchase Price Allocation

Fair Value of Assets Acquired and Liabilities Assumed and Gain on Bargain Purchase

The Company accounted for the Transaction as a business combination under ASC 805. Under ASC 805, the identifiable assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date. Assigning fair market values to the assets acquired and liabilities assumed at the date of an acquisition requires the use of significant judgment regarding estimates and assumptions. For the fair values of the assets acquired and liabilities assumed, the Company used the cost, income and market approaches, including market participant assumptions. The fair value of the identifiable assets acquired (including amounts due under the IP Transit Services Agreement) were in excess of the liabilities assumed and the net consideration to be paid resulting in a gain on bargain purchase of $1.1 billion.

The Transaction is considered an asset purchase for income tax purposes. The tax basis of the acquired business is the consideration paid ($1) plus the tax basis of the liabilities assumed, with adjustments for cash acquired in excess of the purchase price. Deferred income taxes are recorded based upon the difference between the book and tax basis of the acquired assets and assumed liabilities at the Company’s marginal effective income tax rate on the Closing Date.

The following table summarizes the fair values for each major class of assets acquired and liabilities assumed at the acquisition date. The Company retained the services of certified valuation specialists to assist with assigning values to certain acquired assets and assumed liabilities. The amounts presented are provisional and are subject to change as the Company refines the estimates and inputs used in the calculations of the assets acquired and liabilities assumed.

The pro forma historical net asset adjustments as shown above are further described below.

Intangible Assets

Intangible assets include $57.0 million of acquired customer relationships with an estimated useful life of nine years and were determined using the income approach. This fair value measurement is based on significant inputs not observable in the market and, therefore, represents a Level 3 measurement as defined in ASC 820, Fair Value Measurement. The key assumptions in applying the income approach include the discount rate, estimated market share, capital and operating expenditures, forecasted revenue and a long-term growth rate for a hypothetical market participant. Future amortization expense of the customer relationships is $6.3 million per year for nine years. The preliminary estimate of fair value and estimated useful life may differ from final amounts the Company will calculate after completing a detailed valuation analysis, and the difference could have a material effect on the accompanying unaudited pro forma condensed combined financial statements. A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the annual amortization expense of approximately $0.5 million, assuming a useful life of nine years.

Note 4: Pro Forma Adjustments