Collegium Pharmaceutical, Inc. Prices $125.0 Million Convertible Senior Notes Offering

STOUGHTON, Mass., Feb. 10, 2020 (GLOBE NEWSWIRE) -- Collegium Pharmaceutical, Inc. (NASDAQ: COLL) today announced the pricing of its offering of $125,000,000 aggregate principal amount of 2.625% convertible senior notes due 2026 (the “notes”) in a public offering registered under the Securities Act of 1933, as amended.  Collegium also granted the underwriter of the notes a 30-day option to purchase up to an additional $18,750,000 principal amount of notes solely to cover over-allotments.

The notes will be senior, unsecured obligations of Collegium and will accrue interest at a rate of 2.625% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020.  The notes will mature on February 15, 2026, unless earlier repurchased, redeemed or converted.  Before August 15, 2025, noteholders will have the right to convert their notes only upon the occurrence of certain events.  From and after August 15, 2025, noteholders may convert their notes at any time at their election until the close of business on the scheduled trading day immediately before the maturity date.  Collegium will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Collegium’s election.  The initial conversion rate is 34.2618 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $29.19 per share of common stock.  The initial conversion price represents a premium of approximately 35% over the last reported sale of $21.62 per share of Collegium’s common stock on February 10, 2020.  The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

Except as described in the immediately following sentence, Collegium may not redeem the notes prior to February 15, 2023.  If the asset purchase agreement for the Nucynta Transaction (as defined below) is terminated in accordance with its terms, or Collegium’s board of directors determines that the Nucynta Transaction will not close or the Nucynta Transaction does not close by March 13, 2020, then the notes will be redeemable, in whole and not in part, at Collegium’s option, on a redemption date occurring on or before May 29, 2020, at a cash redemption price equal to 101% the principal amount of the notes to be redeemed, plus accrued and unpaid interest, plus the “applicable premium” described in the preliminary prospectus supplement for the offering of the notes.  In addition, the notes will be redeemable, in whole and not in part, for cash at Collegium’s option at any time on or after February 15, 2023, but only if the last reported sale price per share of Collegium’s common stock exceeds 130% of the conversion price for a specified period of time, at a redemption price equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.