Five Below Receives $17 Million Equity Financing to Support Future Growth

September 15, 2008

LLR Partners follows 2005 investment with fresh capital to fuel new store openings for extreme-value retailer

Five Below, the leading retailer of extreme-value merchandise to the teen and pre-teen market, today announced the closing of a $17 million follow-on investment by LLR Partners. Blue 9 Capital, a New York City-based private equity firm with extensive experience and expertise in small middle-market company investments, also participated in the financing.

Five Below will use this financing to support its plans to grow to 200 stores over the next three years. The company has 80 stores, operating in seven states in the Mid-Atlantic region from Virginia to Massachusetts. Five Below has just successfully entered the Boston/New England market, and projects it will open 50 stores in that market over the next few years.

“Throughout our six years in operation, our customers—teens, tweens and people of all ages—have flocked to Five Below to get the best merchandise at the best prices, all at $1.00 to $5.00,” says David Schlessinger, co-founder and chairman of Five Below. “As our customers watch their dollars more carefully, we have found Five Below has become even more meaningful in their lives, and actually have seen a significant uptrend in our business.”

“The retail industry has seen a significant increase in consumer demand for high quality, trend-right merchandise at affordable prices,” says Tom Vellios, CEO and co-founder of Five Below. “From a location perspective, we have found that Five Below’s extreme-value model is well-positioned to capitalize on available real estate, and drive traffic to our stores during these tough times.”

Five Below was founded in 2002 by David Schlessinger and Tom Vellios, experienced retailers who created and developed the Zany Brainy retail concept into a 200-store chain that was eventually sold to FAO, Inc.

“Since our initial investment, Five Below has expanded its innovative retail concept and achieved impressive growth from 25 to 80 stores,” said Howard Ross, Partner at LLR, which has committed $20 million of equity capital to Five Below. “David and Tom anticipated the need for this new market niche long before our economy became tight, and have positioned the Five Below concept perfectly to meet an immediate and ongoing need for shoppers. The company is well-funded to continue its growth and deliver affordable, trendy, and high-quality merchandise to today’s younger generation.”

About Five Below, Inc.

Five Below is the leading retailer of extreme-value merchandise to the teen and pre-teen market. Five Below’s dynamic assortment of merchandise, all of which is priced between$1.00 and $5.00, includes: sporting goods, games, wearables and jewelry, hobbies and collectibles, bath and body, candy, snacks and beverages, room décor and storage, stationary and school supplies, computer software, books, electronics accessories, novelty and “gag” items, and seasonal items. Five Below is based in Philadelphia, PA. For more information about Five Below, please visit www.fivebelow.com.