Cogent Communications, Wilmington Trust, and M&T Bank Now on Legal and Ethical Record

WASHINGTON - April 21, 2025 - PRLog -- WASHINGTON, D.C. — Following a series of public disclosures, federal whistleblower filings, and formal notices issued in March and April, three major institutions are now officially on legal and ethical record for their roles in a $174.4 million IPv4 securitization deal executed by Cogent Communications Holdings, Inc. amidst undisclosed fraud at the center of Cogent's foundation.

On April 11, 2025, Cogent finalized the transaction with Wilmington Trust acting as indenture trustee and M&T Bank as parent entity, despite multiple legal warnings that the underlying assets and corporate foundation were tied to a criminally concealed acquisition of Fiber Network Solutions, Inc. (FNSI) in 2003.

The acquisition of FNSI was made while its co-founder, president, CEO, chairman and majority shareholder, David J. Koch was incapacitated due to severe illness, under activities that demonstrate clear legal, ethical, and criminal misconduct. Koch was forcibly and unlawfully divested of control of his company, along with his 1.2 million shares.

In early 2003, rather than a standard stock transaction, this transaction was camouflaged as an "asset sale"—a structure that effectively nullified Koch's 1.2 million shares and redirected financial benefits through a sophisticated web of undisclosed and deliberately concealed mechanisms. The belief was that Koch would not survive his medical challenges to uncover this activity. As a result of at least eight predicate acts since December 2023 that attempt to conceal, obstruct and destroy evidence have reset the federal statute of limitations to March 2025 as an ongoing criminal conspiracy.

The FNSI acquisition was omitted from the main body of Cogent's 2004 S-1 SEC registration. It is hidden in an obscure unindexed exhibit (Exhibit 2.5) generically categorized as 'miscellaneous assets,' lacking board minutes, shareholder schedules, or governance documents. All schedules were omitted. Cogent made no press release nor did it issue any public statement to alert shareholders or the SEC.

SEC Source: https://www.sec.gov/Archives/edgar/data/1158324/000104746...

This omission is not only factually documented—it represents a potential material nondisclosure under federal securities law, especially when paired with the later monetization of those assets in the 2025 securitization.

Recently uncovered evidence confirmed that this was not an isolated event, but rather a 22-year ongoing effort to conceal financial misconduct—an effort that continues to this day.

The very recent evidence confirms that criminal efforts to manipulate, deceive, and silence key individuals are ongoing. All statute of limitations have been reset.

By last Friday, April 18, 2025, each board had received a formal memorandum placing them on record and confirming their legal exposure and fiduciary responsibility in relation to the $174.4 million securitization executed under false pretenses.

Read the Memorandums at: https://FiberNetworkSolutions.net/news.html

COGENT WAS WARNED – AND CHOSE SILENCE

Between March 14 and March 19, 2025, Cogent's executive leadership, board of directors, and Chief Legal Officer received four separate legal notices detailing criminal exposure tied to the concealed FNSI acquisition, suppressed shareholder records, and ongoing whistleblower obstruction.

Chief Legal Officer, John Chang did not dispute the claims. He issued no questions. He offered no denials of fact. Instead, he acknowledged receipt of the notices and flatly refused to respond further.
CCOI
"You should not expect responses to your future correspondence. We will reply if and when we believe a reply is warranted." — John Chang, Chief Legal Officer, March 19, 2025.

That email is now Exhibit A—confirmation that Cogent was formally on notice and made a conscious decision to reject cooperation. It also constitutes the eighth affirmative act of concealment since December 2023—resetting the federal statute of limitations to March 19, 2025.

John Chang's email served to confirm Cogent's formal notice while simultaneously stating its deliberate choice to reject cooperation.

That email may prove to be the digital match that reignited a 22-year smoldering fire and triggered the regulatory avalanche now barreling toward Cogent's boardroom.

If John Chang was the firewall, Dave Schaeffer was the arsonist. No legitimate board can review the March correspondence, the company's official disregard of allegations of corporate fraud from a federal whistleblower, the buried Exhibit 2.5, and the $174.4 million securitization, and still claim ignorance.

The March 14–19 email exchange, preserved in the March 21 PDF, clearly identified David J. Koch as a federally recognized whistleblower and extended an offer to share the report submitted to the FBI, SEC and IRS-CI. Mr. Chang's refusal was not a dismissal of risk; it was a formal rejection of accountability.

This wasn't a misunderstanding. It was a corporate decision. Mr. Chang's response was not written in haste. It was deliberate. It was likely reviewed. And it may have been approved at the highest levels. That single decision now defines the legal and reputational exposure of Cogent's entire executive suite and board of directors – directors who were all advised to seek independent personally retained criminal counsel.

Mr. Chang may not realize it yet, but his email is no longer just a refusal. It is now a roadmap to discovery — and likely Exhibit A in the depositions to come.

Mr. Chang's March 19 response also followed explicit off-ramps extended by the whistleblower, including a formal invitation to review the FBI report, settle the matter discreetly, and distance Cogent from Kyle Bacon's personal misconduct. Mr. Chang and Cogent were extended no fewer than six distinct lifelines during the March 14–19 exchange. Instead, Chang's categorical refusal closed the door to cooperation, which transformed Cogent's legal exposure from potential oversight into a deliberate act of concealment. That single email may now be viewed by regulators as the moment Cogent chose to protect the cover-up rather than correct it.

The concealment of the FNSI acquisition, the nullification of 1.2 million founder shares while he was medically incapacitated, the omission from Cogent's S-1, the buried unindexed Exhibit 2.5, and now the monetization of those stolen assets through the IPv4 securitization, all occurred under Schaeffer's direct leadership. If Chang was merely carrying out instructions, then the silence never belonged to him. It belonged to Schaeffer. And that silence may soon form the foundation of criminal liability.

It is now reasonable to ask whether Cogent's board of directors has initiated internal discussions regarding leadership accountability. If they have not, that conversation may soon be forced—by shareholders, regulators, or the rule of law itself.

KYLE BACON'S RECORDED CONFESSION: FNSI BUILT COGENT'S BUSINESS MODEL

In a verified audio recording, Kyle Bacon reveals that his first assignment after the acquisition of FNSI, and his full-time engagement with Cogent, CEO Dave Schaeffer told him the three colocation centers acquired from PSInet were hemorrhaging approximately $150,000 per month against $12,000 in revenue – losses that were unsustainable. Those were the first data centers Cogent have ever acquired and operated.

According to Bacon, Schaeffer pointed out that the five colocation centers he "bought" with the FNSI acquisition were profitable, and asked if Bacon could replicate their performance. Bacon responded by deploying FNSI's stolen systems, intellectual property, proprietary architecture, and operational playbook—transforming the failing PSInet liabilities into profitable data centers in only nine months. Bacon states to Koch, "I took our model – I took our data center model…" Kyle further explains how he took FNSI's sales playbook and presented it to Cogent's sales department.

Nine months later, Cogent's three PSInet data centers went from losing $150,000 a month to earning over $110,000 a month.

That is what Koch owned. That is what Cogent—and a small group led by Bacon—stole while their founder was medically incapacitated.

- That was not a purchase. It was a predatory confiscation.
- Bacon's quotes aren't nostalgia. They are a confession.
- The model that built Cogent wasn't theirs—it was stolen.
- Hear the confession at https://FiberNetworkSolutions.net/news.html

That operational pivot became the foundation of Cogent's entire business model—a model that remains its core to this day.

The pattern and details surrounding the FNSI acquisition while its founder was fighting for his life, wasn't a stock transaction. It was asset theft. That was not an acquisition and today, it is a 22-year cover-up.