FIVE BELOW, INC. (NASDAQ:FIVE) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.Entry Into a Material Definitive Agreement

On May10, 2017, Five Below, Inc. (the Company) entered into a
Fourth Amended and Restated Loan and Security Agreement (the
Amended Loan and Security Agreement), among the Company, Five
Below Merchandising, Inc. and Wells Fargo Bank, National
Association. The Amended Loan and Security Agreement amends and
restates the Third Amended and Restated Loan and Security
Agreement, dated June12, 2013, among the Company, Five Below
Merchandising, Inc. and Wells Fargo Bank, National Association.

The Amended Loan and Security Agreement includes a revolving line
of credit in the amount of up to $20.0million (the Revolving
Credit Facility). to the Amended Loan and Security Agreement,
advances under the Revolving Credit Facility are no longer tied
to a borrowing base; however, the Company is required to maintain
eligible inventory at all times in an amount equal to at least
$100.0million. The Revolving Credit Facility expires on the
earliest to occur of (i)May10, 2022 or (ii)an event of default.
The Revolving Credit Facility may be increased to up to
$50.0million, subject to certain conditions. The Revolving Credit
Facility also includes a $20.0million sub limit for the issuance
of letters of credit.

The Amended Loan and Security Agreement reduces the interest rate
payable on borrowings to be, at the Companys option, a per annum
rate equal to (a)a prime rate or (b)a LIBOR-based rate plus a
margin of 1.00%. Letter of credit fees are equal to the interest
rate payable on LIBOR-based loans. The interest rate and letter
of credit fees under the Amended Loan and Security Agreement are
subject to an increase of 2.00% per annum upon an event of
default.

The Amended Loan and Security Agreement removes restrictions on
the Companys ability to pay or make dividends and distributions
or repurchase its stock, but the Amended Loan and Security
Agreement continues to include other customary negative and
affirmative covenants including, among other things, limitations
on the Companys ability to (i)incur additional debt; (ii)create
liens; (iii)make certain investments, loans and advances;
(iv)sell assets; (v)engage in mergers or consolidations; or
(vi)change its business.

The Amended Loan and Security Agreement also removes the
provisions that required the Company to make prepayments on
outstanding Revolving Credit Facility balances upon the receipt
of certain proceeds, including those from the sale of certain
assets. Amounts under the Revolving Credit Facility may become
due upon certain events of default including, among other things,
the Companys failure to comply with the Revolving Credit
Facilitys covenants, bankruptcy, default on certain other
indebtedness or a change in control.

Under the Amended Loan and Security Agreement, all obligations
under the Revolving Credit Facility continue to be guaranteed by
Five Below Merchandising, Inc., a wholly-owned subsidiary of the
Company, and are secured by substantially all of the assets of
the Company and Five Below Merchandising, Inc.

A copy of the Amended Loan and Security Agreement is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
The foregoing description of the Amended Loan and Security
Agreement is qualified in its entirety by reference to the full
text of the Amended Loan and Security Agreement.

Item2.03.Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of a
Registrant

The disclosure set forth above under Item 1.01 is hereby
incorporated by reference into this Item 2.03.

Item9.01.Financial Statements and Exhibits.

(d) Exhibits

About FIVE BELOW, INC. (NASDAQ:FIVE)

Five Below, Inc. is a specialty retailer offering a range of merchandise for teen and pre-teen customer. The Company offers an assortment of products, including select brands and licensed merchandise across a range of categories, including Style, Room, Sports, Tech, Crafts, Party, Candy and Now. The Company’s product groups include leisure, fashion and home, and party and snack. Its Leisure includes items, such as sporting goods, games, toys, tech, books, electronic accessories, and arts and crafts. Its Fashion and home includes items, such as personal accessories, attitude t-shirts, beauty offerings, home goods and storage options. Its Party and snack includes items, such as party and seasonal goods, greeting cards, candy and other snacks, and beverages. The Company operates approximately 430 locations across over 30 states throughout the Northeast, South and Midwest regions of the United States. The Company’s typical store features approximately 4,000 stock-keeping units (SKUs).

FIVE BELOW, INC. (NASDAQ:FIVE) Recent Trading Information

FIVE BELOW, INC. (NASDAQ:FIVE) closed its last trading session down -0.96 at 51.30 with 1,113,842 shares trading hands.