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SUBSEQUENT EVENTS | 3 Months Ended
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Mar. 31, 2025
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Acquisition of Alani Nutrition LLC On April 1, 2025, the Company completed its acquisition of Alani Nu. The transaction was executed pursuant to the Membership Interest Purchase Agreement dated February 20, 2025 (the “Alani Nu Purchase Agreement”). The acquisition aligns with the Company's focus on the performance energy and health-focused wellness segments. The combination is consistent with the Company’s strategy of leveraging operational synergies across sales, marketing, and distribution channels. Under the terms of the Alani Nu Purchase Agreement, the Company acquired all of the issued and outstanding membership interests of Alani Nu from the Sellers. Total consideration consisted of the following: •$1,275.0 million in cash, subject to customary post-closing adjustments; •22,451,224 shares of Celsius common stock, subject to a lock-up agreement that restricts the sale or transfer of the Company's common stock, with one-third of the common stock released from restrictions on each April 1, 2026, October 1, 2026 and April 1, 2027; and •up to $25.0 million in cash consideration, payable only if net sales of Alani Nu’s products meet or exceed an agreed target for 2025 as set forth in the Alani Nu purchase agreement. To fund part of the cash portion of the purchase price, on April 1, 2025, the Company, certain of the Company's subsidiaries, the lenders and issuing banks from time to time party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent, entered into a Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for a term loan facility in an aggregate principal amount of up to $900.0 million, which was fully drawn at closing to fund a portion of the cash consideration, and a revolving credit facility in an aggregate principal amount of up to $100.0 million. The remaining cash consideration was funded with existing cash on hand.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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