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.
If a “fundamental change” (as defined in the
indenture for the notes) occurs, then 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 from
the offering will be approximately $120.4 million (or approximately
$138.6 million if the underwriter fully exercises its option to
purchase additional notes), after deducting the underwriting
discounts and commissions and estimated offering expenses.
Collegium intends to use the net proceeds from the sale of the
notes, together with cash on hand and borrowings under its credit
facility, to fund the purchase price of Collegium’s previously
announced acquisition of assets related to Nucynta ER and Nucynta
from Assertio Therapeutics, Inc. (the “Nucynta Transaction”).
Collegium intends to use the remaining net proceeds, if any, for
general corporate purposes. The offering of notes is not
contingent on the consummation of the Nucynta Transaction. If
the Nucynta Transaction does not close and Collegium does not use
the proceeds to redeem the notes, Collegium intends to use the net
proceeds for general corporate purposes.
Jefferies LLC is acting as the sole book-running
manager for the offering.
Collegium has filed a registration statement
(including a prospectus), which was declared effective on November
6, 2019, and a preliminary prospectus supplement with the
Securities and Exchange Commission (the “SEC”) for the offering of
the notes. You may get these documents free by visiting EDGAR
on the SEC website at www.sec.gov or by contacting Jefferies LLC,
Attention: Equity Syndicate Prospectus Department, 520 Madison
Avenue, 2nd Floor, New York, NY 10022, or by telephone at
877-821-7388, or by email at
Prospectus_Department@Jefferies.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the notes, nor shall
there be any sale of the notes in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Collegium
Collegium is a specialty pharmaceutical company
committed to being the leader in responsible pain management.
Collegium’s headquarters are located in Stoughton,
Massachusetts.
Forward-Looking Statements
This press release includes forward-looking
statements, including statements regarding the Nucynta Transaction,
the financing for the Nucynta Transaction, the completion of the
offering and the expected amount and intended use of the net
proceeds. Collegium may, in some cases, use terms such as
“predicts,” “forecasts,” “believes,” “potential,” “proposed,”
“continue,” “estimates,” “anticipates,” “expects,” “plans,”
“intends,” “may,” “could,” “might,” “should” or other words that
convey uncertainty of future events or outcomes to identify these
forward-looking statements. Forward-looking statements represent
Collegium’s current expectations regarding future events and are
subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those implied by the
forward-looking statements. Among those risks and
uncertainties are risks related to the Nucynta Transaction, market
conditions, the satisfaction of the closing conditions related to
the offering and risks relating to Collegium’s business, including
those described under the heading “Risk Factors” in Collegium’s
Quarterly Report on Form 10-Q for the quarter ended September 30,
2019 and other filings with the SEC, and in the preliminary
prospectus supplement related to the offering filed with the SEC on
February 10, 2020. Collegium may not consummate the offering
described in this press release and, if the offering is
consummated, cannot provide any assurances regarding its ability to
effectively apply the net proceeds as described above. Any
forward-looking statements included in this press release speak
only as of the date of this press release. Collegium does not
undertake any obligation to update the statements included in this
press release for subsequent developments, whether as a result of
new information, future events or otherwise, except as may be
required by law.
Contact Information
Alex Dasallaadasalla@collegiumpharma.com
Collegium Pharmaceutical (NASDAQ:COLL)
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