Collegium Pharmaceutical, Inc. Announces Proposed Convertible Senior Notes Offering
February 10 2020 - 7:20AM
Collegium Pharmaceutical, Inc. (NASDAQ: COLL) today announced its
intention to offer, subject to market and other conditions,
$125,000,000 aggregate principal amount of convertible senior notes
due 2026 (the “notes”) in a public offering registered under the
Securities Act of 1933, as amended. Collegium also expects to
grant 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, will accrue interest payable semi-annually in arrears
and will mature on February 15, 2026, unless earlier repurchased,
redeemed or converted. Noteholders will have the right to
convert their notes in certain circumstances and during specified
periods. 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. 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. The interest rate, initial conversion rate
and other terms of the notes will be determined at the pricing of
the offering.
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.
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 within the meaning of The Private Securities Litigation
Reform Act of 1995, including statements regarding the Nucynta
Transaction, the financing for the Nucynta Transaction, the
completion, timing and size of the proposed offering, the intended
use of the proceeds and the terms of the notes being offered.
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, including market interest rates, the trading price and
volatility of Collegium’s common stock, and risks relating to the
proposed offering, Collegium and its 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 proposed offering filed with the SEC on
or about the date hereof. Collegium may not consummate the
proposed offering described in this press release and, if the
proposed offering is consummated, cannot provide any assurances
regarding the final terms of the offer or the notes or 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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