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DEBT
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
DEBT DEBT
Debt consisted of the following:
September 30, 2025
Term loan, due 2032
$897,750
Less: current portion[1]
(9,000)
Less: unamortized discount and debt issuance costs
(27,278)
Total long-term debt
$861,472
[1] The current portion of the Company’s debt is included in other current liabilities on the condensed consolidated balance sheet.
The Company’s debt outstanding as of September 30, 2025 matures as follows:
2025
$2,250
2026
9,000
2027
9,000
2028
9,000
2029
9,000
Thereafter
859,500
Total Debt
$897,750
Unamortized discounts and debt issuance costs
(27,278)
Total debt, net of unamortized discounts and debt issuance costs
$870,472
Credit Agreement
On April 1, 2025, Celsius Holdings, Inc. and Celsius, Inc., as borrowers, certain subsidiaries of Celsius as guarantors, the lenders
and issuing banks from time to time party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent,
entered into 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 on the Closing Date of Alani Nu to fund a portion of the cash consideration, payable to the
Sellers in the Alani Nu Acquisition, and the Revolving Credit Facility in an aggregate principal amount of up to $100.0 million
(which may include the issuance of letters of credit in a stated face amount of up to, but not exceeding, $50.0 million). The Term
Loan Facility matures on April 1, 2032, and the Revolving Credit Facility matures on April 1, 2030.
There were no borrowings and no letters of credit outstanding under the Revolving Credit Facility as of September 30, 2025. As of
September 30, 2025, the Company’s unamortized debt issuance costs related to the Revolving Credit Facility were $2.4 million
which is included in other long term assets in the condensed consolidated balance sheet.
Borrowings under the Credit Agreement bear interest, in the case of the Revolving Credit Facility, (A) at a rate equal to (1) the
highest of (w) the U.S. prime rate, (x) the Federal Funds Rate plus 0.5%, (y) the sum of the benchmark rate for an interest period of
one month plus 1.00%, and (z) 1.00%, plus (2) a margin of 2.0% in the case of alternate base rate loans and (B) a rate equal to term
SOFR or EURIBOR rate plus a margin of 3.0% in the case of benchmark rate loans and, in the case of the Term Loan Facility, (A)
at a rate equal to (1) the highest of (w) the U.S. prime rate, (x) the Federal Funds Rate plus 0.5%, (y) the sum of the benchmark rate
for an interest period of one month plus 1.00%, and (z) 1.00%, plus (2) a margin of 2.25% in the case of alternate base rate loans
and (B) a rate equal to term SOFR or EURIBOR plus a margin of 3.25% in the case of benchmark rate loans. Subsequent to the
delivery of the financial statements for the first full fiscal quarter following the Closing Date of Alani Nu, the interest rate margins
under the Term Loan Facility and the Revolving Credit Facility are subject to step-downs based on the first lien net leverage ratio.
The applicable interest rate is adjusted quarterly on a prospective basis based upon the first lien net leverage ratio in accordance
with the terms of the Credit Agreement. On September 2, 2025, the applicable interest rate was reduced by 0.25% as a result of
achieving the specified covenant metrics under the Credit Agreement. The effective interest rate as of September 30, 2025 was
7.90%.
On October 2, 2025, the Company entered into an amendment to the Credit Agreement that reduced the applicable interest rates
under both the Term Loan Facility and the Revolving Credit Facility by 0.75%. See Note 17. Subsequent Events.
The Term Loan Facility is guaranteed by certain wholly owned domestic subsidiaries of the Company, other than certain excluded
subsidiaries, including, but not limited to, immaterial subsidiaries and foreign subsidiaries. The Term Loan Facility and Revolving
Credit Facility are secured by a first priority security interest in the Company's and the other borrowers’ and guarantors’ cash,
accounts receivable, intellectual property, books and records and related assets and certain intellectual property of other
subsidiaries.
The Credit Agreement contains customary restrictive covenants that, among other things, generally limit the ability of the Company
and substantially all of its subsidiaries to (i) create liens, (ii) pay dividends, acquire shares of capital stock and make payments on
subordinated debt, (iii) sell assets, (iv) enter into transactions with affiliates, (v) effect mergers and (vi) incur indebtedness. The
Credit Agreement additionally contains customary representations, warranties, affirmative covenants and events of default (subject
to grace periods). As of September 30, 2025, management had not identified any events of non-compliance with the covenants
under the Credit Agreement.
Beginning in the third quarter of the year ended December 31, 2025, the Credit Agreement requires that the Company make
scheduled quarterly payments equal to 0.25% of the original principal amount of the Term Loan Facility (subject to reductions by
optional and mandatory prepayments of the loans). The Company made $2.3 million of mandatory prepayments for the three and
nine months ended September 30, 2025. Additionally, the Credit Agreement requires mandatory prepayments in connection with
certain assets sales, the incurrence of certain additional indebtedness and the Company’s cash flow exceeding specified thresholds,
in each case subject to various limitations and exceptions.
The Company’s outstanding debt carrying value is listed at its face value less unamortized discount and debt issuance costs on the
condensed consolidated balance sheets. Given the recent inception of the Term Loan Facility and its variable interest rate structure,
based on benchmark rates plus a company-specific credit spread, the Company determined that the carrying amount of the Term
Loan Facility approximated its fair value as of September 30, 2025. The credit spread reflects the Company’s credit rating and is
classified within Level 2 of the fair value hierarchy, as it is derived from observable market inputs but not directly quoted prices.