Celsius Holdings, Inc. (CELH): M&A transaction — Celsius completes $1.65B acquisition of Alani Nu; cash and stock mix

Celsius Holdings, Inc.

Net purchase price $1.65B ($1.8B gross less $150M tax assets); cash $1.25B plus 22.5M shares of CELH.
Entered $900M term loan (due 2032) and $100M revolver (due 2030) to fund cash portion; rates 2.25-3.25%+SOFR.
Up to $25M earnout payable if 2025 Alani Nu net sales meet target.
Alani Nu founders to remain as advisors to Celsius post-close.
Financial statements and pro forma data to be filed by amendment within 71 days.

item 1.01 item 2.01 item 2.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Celsius Holdings, Inc. incurred credit facility of $900 million with UBS AG, Stamford Branch at 3.25% in the case of loans bearing interest based upon SOFR or EURIBOR maturing April 1, 2032.

Instrument: credit facility
Principal: $900 million
Counterparty: UBS AG, Stamford Branch
Rate: 3.25% in the case of loans bearing interest based upon SOFR or EURIBOR
Maturity: April 1, 2032
Event: incurrence

Exact text from the filing

The Credit Agreement provides for a term loan facility in an aggregate principal amount of up to $900 million

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Celsius Holdings, Inc. incurred revolving credit of $100 million with UBS AG, Stamford Branch at 3.0% in the case of loans bearing interest based upon SOFR or EURIBOR maturing April 1, 2030.

Instrument: revolving credit
Principal: $100 million
Counterparty: UBS AG, Stamford Branch
Rate: 3.0% in the case of loans bearing interest based upon SOFR or EURIBOR
Maturity: April 1, 2030
Event: incurrence

Exact text from the filing

a revolving credit facility in an aggregate principal amount of up to $100 million

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Celsius Holdings, Inc. completed an acquisition involving Alani Nutrition LLC for approximately $1.25 billion in cash, 22,451,224 shares of common stock, and the right to receive up to $25 million in additional cash consideration (closed 2025-04-01).

Action: acquisition
Counterparty: Alani Nutrition LLC
Consideration: approximately $1.25 billion in cash, 22,451,224 shares of common stock, and the right to receive up to $25 million in additional cash consideration
Closing: 2025-04-01

Exact text from the filing

such membership interests and to which Celsius paid the Aggregate Consideration (as defined below). The purchase price paid by Celsius to Holdco consisted of (i) approximately $1.25 billion in cash, which is subject to post-closing adjustment (the “ Cash Consideration ”), (ii) 22,451,224 shares of common stock, $0.001 par value per share, of Celsius (the “ Stock

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10 debt financings filed in the last 30 days. Browse all debt financings →

Celsius Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001341766-25-000069

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