Press Release
August 1, 2022

Holland & Knight Advises Celsius Holdings on Investment and Distribution Deal with PepsiCo

FORT LAUDERDALE, Fla. (August 1, 2022) – Holland & Knight advised Celsius Holdings, Inc. (NASDAQ: CELH), maker of a leading global fitness energy drink, CELSIUS®, on its definitive agreement forging a long-term strategic distribution arrangement with PepsiCo, Inc. (NASDAQ: PEP). The deal was finalized and announced on August 1.

The distribution agreement initially transitions Celsius' current U.S. distribution to PepsiCo's best-in-class capabilities. As part of the transaction, PepsiCo made a net cash investment of $550 million in Celsius in exchange for convertible preferred stock. It will also nominate a director to serve on Celsius' board of directors.

Shares underlying the transaction were priced at $75 per share, or approximately 7.33 million shares, which equates to an estimated 8.5% ownership in Celsius on an as-converted basis. The preferred shares are entitled to a 5% annual dividend.

Celsius is a global consumer packaged goods company with a proprietary, clinically proven formula for its master brand CELSIUS®, a pioneer in the rapidly growing energy category.

Holland & Knight's representation of Celsius was led by Partners Tammy Knight and Alvin Johnson. They were assisted by Partners Gloria Skigen, Seth Milligan, Kevin Gooch and Matthew Bielen and Associates Caitlin Simkins, Eli Gordon and Nico Lozano.

More information about the transaction can be found here.

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