PepsiCo’s Strategic Partnership with Celsius Holdings

On August 29, 2025, PepsiCo, Inc. (“PepsiCo”) and Celsius Holdings, Inc. (“Celsius Holdings”) announced an agreement to strengthen their long-term strategic partnership. As part of the agreement, (i) Celsius Holdings’ Alani Nu brand will move to 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 brand internationally. Celsius Holdings will become the 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. Cravath is representing PepsiCo in connection with the transaction.

The Cravath team is led by partner Claudia J. Ricciardi and includes associate Chris Kim and foreign associate attorney Eduardo K.M. Benclowicz on M&A matters; partner Sasha Rosenthal-Larrea, senior attorney Carys J. Webb and foreign associate attorney Shogo Tsunoda on intellectual property matters; partner Andrew J. Pitts on capital markets matters; partner Jonathan J. Katz, of counsel Sarah W. Colangelo and foreign associate attorney Andreas Kaletsch on executive compensation and benefits matters; partner Matthew Morreale on environmental matters; partners Jesse M. Weiss and Margaret T. Segall and associates Lavinia M. Hecht and Timothy O’Neill on antitrust matters; partners Michael P. Addis and Justin C. Clarke on litigation matters; and partner Michael L. Arnold, of counsel Lisa M. Kohl and associate Lyudmila D. Kirichenko on corporate governance matters. Jack Weinert also worked on intellectual property matters.