COLLEGIUM PHARMACEUTICAL, INC 8-K

What Happened

• On December 23, 2025, Collegium Pharmaceutical, Inc. announced it entered into a Credit Agreement with a syndicate of lenders and Truist Bank as administrative agent. The agreement provides for a $580 million initial term loan, $300 million of delayed‑draw term loan commitments, and a $100 million revolving credit facility (totaling $980 million).
• The initial term loan was used to repay in full the Company’s outstanding obligations under its prior loan agreement (dated July 28, 2024), to pay transaction fees and expenses, and the remainder for general corporate purposes. The Company will begin scheduled quarterly principal repayments on March 31, 2026, and may prepay loans subject to customary provisions; voluntary repayment is allowed at any time without penalty.

Key Details

• Total facilities: $580M term loan (initial), $300M delayed‑draw term loans, $100M revolver — aggregate $980M.
• Interest: Term SOFR + a leverage‑based spread of 2.75%–3.75% (spread varies based on the Company’s First Lien Net Leverage Ratio).
• Covenants: Quarterly tested financial covenants include a first‑lien secured net leverage ratio (allows netting up to $250M of unrestricted cash) and a fixed charge coverage ratio; the agreement contains customary representations and events of default.
• Disclosure: Company issued a press release on December 30, 2025 announcing the agreement; full Credit Agreement will be filed as an exhibit to the Company’s 2025 Form 10‑K.

Why It Matters

• This transaction refinances Collegium’s prior debt and provides substantial committed liquidity (term, delayed‑draw, and revolver), which can support operations and strategic flexibility.
• Borrowing costs will vary with SOFR and the Company’s leverage level, and quarterly covenant tests mean investors should monitor the Company’s leverage and cash balances (including the $250M cash netting provision) for potential covenant impacts.
• The repayment schedule beginning in Q1 2026 starts principal amortization on the new facility; details of the full agreement will be available in the Company’s 2025 Form 10‑K.