PepsiCo completes US$585M agreement with Celsius Holdings, Inc.

On August 28, 2025, PepsiCo, Inc. (Nasdaq: PEP) (“PepsiCo”) and Celsius Holdings, Inc. (Nasdaq: CELH) (“Celsius Holdings”) today announced an agreement to strengthen their long-term strategic partnership. As part of the agreement: (i) Celsius Holdings’ Alani Nu® brand will move into the PepsiCo distribution system in the U.S. and Canada, (ii) PepsiCo has acquired $585 million in newly issued convertible 5% preferred stock while extending its existing preferred stock to the same conversion period and (iii) Celsius Holdings has acquired the Rockstar Energy® brand in the U.S. and Canada from PepsiCo. PepsiCo will continue to own the Rockstar Energy brand internationally. Celsius Holdings will become the PepsiCo strategic energy lead in the U.S., managing the CELSIUS®, Alani Nu and Rockstar Energy brands, while PepsiCo will lead distribution for the Celsius Holdings portfolio in the U.S. and Canada.

PepsiCo’s ownership in Celsius Holdings increased to approximately 11% on an as-converted basis, and PepsiCo will nominate an additional director to serve on Celsius Holdings’ board of directors, further strategically aligning both companies for the long-term. This agreement leverages the respective strengths of Celsius Holdings and PepsiCo to scale the combined energy drink portfolio with a more unified commercial strategy.

PepsiCo is a multinational food and beverage company headquartered in the United States. It’s known for producing and distributing a wide range of products, including soft drinks, snacks, and energy beverages.

McCarthy Tétrault advised PepsiCo with a team led by Lara Nathans that included Oliver Borgers (Competition), Stefanie Morand, Simon Douville (Tax), Vincent Yip (IP), Martha Harrison (product regulatory), Pegah Mortazavian (corporate/M&A), and Keith Rose (privacy).