Collegium Pharmaceutical, Inc. Prices Upsized $210.0 Million Convertible Senior Notes Offering - Seite 2

The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Collegium’s option at any time, and from time to time, on or after February 17, 2026 and on or before the 40th scheduled trading day before the maturity date, 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. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If certain corporate events that constitute a fundamental change occur, then, subject to a limited exception, noteholders may require Collegium to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

Collegium estimates that the net proceeds to it from the offering will be approximately $203.2 million (or approximately $233.8 million if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions and Collegium’s estimated offering expenses.

Collegium intends to use approximately $140.1 million of the net proceeds from the offering to finance the concurrent repurchase of $117.4 million aggregate principal amount of its 2.625% Convertible Senior Notes due 2026 (the “2026 notes”), as described below, and the remainder of the net proceeds for general corporate purposes, which may include working capital, capital expenditures and implementation of Collegium’s capital allocation strategy, which is focused on executing business development transactions targeting commercial-stage, durable assets; rapid repayment of debt; and opportunistically returning capital to shareholders. Collegium has not designated any specific uses, other than the repurchase of 2026 notes, and has no current agreements with respect to any acquisition or strategic transaction.

Contemporaneously with the pricing of the notes in the offering, Collegium entered into separate privately negotiated transactions with certain holders of the 2026 notes to repurchase $117.4 million aggregate principal amount of the 2026 notes for an aggregate of approximately $140.1 million of cash (collectively, the “2026 notes repurchases”), which includes accrued and unpaid interest on the 2026 notes to be repurchased.