Form 8-K FIVE BELOW, INC For: Sep 16

September 16, 2022 4:51 PM EDT

News and research before you hear about it on CNBC and others. Claim your 1-week free trial to StreetInsider Premium here.
FIVE BELOW, INC false 0001177609 0001177609 2022-09-16 2022-09-16





Washington, DC 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 16, 2022




(Exact Name of Registrant as Specified in Charter)




Pennsylvania   001-35600   75-3000378
(State or Other Jurisdiction
of Incorporation)
File Number)
  (IRS Employer
Identification No.)


701 Market Street
Suite 300
Philadelphia, PA 19106
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (215) 546-7909

Not applicable

(Former Name or Former Address, if Changed Since Last Report)




Title of each class




Name of each exchange
on which registered

Common stock   FIVE   NASDAQ Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 1.01

Entry Into a Material Definitive Agreement.

On September 16, 2022, Five Below Inc. (the “Company”) entered into a Second Amendment to Credit Agreement (the “Amendment”) among the Company, 1616 Holdings, Inc. (the “Guarantor” and with the Borrower, collectively, the “Loan Parties”), the lenders party thereto (the “Lenders”) and Wells Fargo Bank, National Association (“Wells”) as agent for the Lenders (in such capacity, the “Agent”), which amended that certain Fifth Amended and Restated Credit Agreement, dated April 24, 2020 (as amended by that certain First Amendment to Credit Agreement, dated as of January 27, 2021, the “Credit Agreement”) by and among the Loan Parties, the lenders party thereto and the Agent.

Pursuant to the Amendment, the Maturity Date of the Credit Agreement was extended from April 24, 2023 to September 16, 2027.

The Amendment also replaced the existing LIBOR Rate provisions with SOFR Rate provisions which converted then outstanding LIBOR loans into SOFR loans and additionally makes a number of other revisions to other provisions of the Credit Agreement. Giving effect to the Amendment, outstanding borrowings under the Credit Facility would accrue interest at floating rates plus an applicable margin ranging from 1.12% to 1.50% for SOFR loans and 0.125% to 0.50% for base rate loans, and letter of credit fees range from 1.125% to 1.50%., in each case based on the average availability under the Credit Facility.

The Credit Agreement is an exhibit to a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on April 29, 2020. The First Amendment to Credit Agreement is an exhibit to a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on January 27, 2021. The Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The description of the material terms of the Amendment is qualified in its entirety by reference to such exhibit.


Item 2.03

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.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits




   Exhibit Description
10.1    Second Amendment to Credit Agreement, dated September 16, 2022, among the Company, 1616 Holdings, Inc., Wells Fargo Bank, National Association, and the lenders party thereto.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


      Five Below, Inc.
Date: September 16, 2022     By:  

/s/ Kenneth R. Bull

      Name:  Kenneth R. Bull
      Title:    Chief Financial Officer and Treasurer






IDEA: R1.htm

IDEA: d364944d8k_htm.xml

IDEA: Financial_Report.xlsx

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

Serious News for Serious Traders! Try Premium Free!

You May Also Be Interested In

Related Categories

SEC Filings