Advent To Invest in Five Below

Advent International has agreed to invest in Five Below, an extreme value retailer owned by LLR Partners. Once the deal closes later this year, Five Below founders David Schlessinger and Tom Vellios, LLR and company management will continue to own a significant stake. Founded in 2002, Five Below targets the youth and young adult market, offering merchandise priced between $1 and $5. LLR Partners is a Philadelphia PE shop that invests in middle market firms.


Advent International, the global private equity firm, today announced that it has signed a definitive agreement to invest in Five Below, Inc., a leading extreme value retailer.  The transaction will help advance the Company’s robust growth strategy.  Five Below founders David Schlessinger and Tom Vellios and the rest of the Company’s management team will continue to lead Five Below.  The founders, management and current investor LLR Partners will retain a significant ownership stake in the Company post-transaction.
Founded in 2002, Five Below targets the youth and young adult market, offering a wide variety of merchandise all at price points between $1 and $5, including bath and body, fashion accessories, sporting goods, games, craft and school supplies, room décor, DVDs and books, candy, video games and electronic accessories, and more.
“Advent’s investment in Five Below is the start of an exciting new phase in our company’s development,” said David Schlessinger, co-founder and Executive Chairman of Five Below.  “Our customers, who have helped us grow the business to where it is today, are our most valuable asset.  We will earn their continued loyalty as we utilize Advent’s expertise in growing retail companies.  Our focus remains on continuing to offer a dynamic retail experience for everyone.”
“It is clear to me that Advent recognizes Five Below’s compelling product offering and unique selling proposition,” said Tom Vellios, co-founder and CEO of Five Below.  “Their experience and proven track record, combined with Five Below’s unique business model, will add real value going forward.  We are excited to work with Advent and take our company to the next level.”
Five Below, based in Philadelphia, Pennsylvania, will operate 142 stores by year end.  The retailer plans to open 40 new stores in 2010 and expand beyond its mid-Atlantic roots into new U.S. regions, including New England, upstate New York, Ohio and North Carolina.
“Since founding the business eight years ago, David and Tom have grown Five Below into a best-in-class business that presents a highly attractive investment opportunity,” said Steven J. Collins, Managing Director at Advent.  “Our global retail experience with Poundland and Dollar Express allowed us to recognize the superior unit economics of the value retail segment.”
“We are pleased to have the opportunity to work closely with such a talented and dedicated leadership team,” said David Mussafer, Managing Partner at Advent.  “We are impressed with what David, Tom and their team have accomplished at Five Below.  We believe our experience with strong retail brands with significant growth potential such as lululemon athletica, Hudson News and Amscan/Party City allowed us to identify Five Below’s unique position in the marketplace.”
“Five Below’s focus on a specific demographic, wide merchandise assortment and exciting store experience have enabled the Company to consistently grow throughout the recent economic downturn,” said Andrew Crawford, Principal at Advent.  “We expect customers will continue to shop at Five Below even as the economy recovers, as the trend toward value retail remains very strong.  We fully expect Five Below’s management team to continue to build on the company’s strong foundations to reach new markets and fulfill the Company’s significant potential.”
Advent has been investing in the retail, consumer products and leisure sectors since 1984 and brings a proven track record in the extreme value retail sector. Past investments include Dollar Express (merged into Dollar Tree (NASDAQ:DLTR) in 2001) and Poundland (sold to Warburg Pincus in 2010).  Other notable recent retail, consumer products, and leisure investments by in North America include lululemon athletica, Amscan/Party City, Hudson News and Charlotte Russe.
The Five Below investment is subject to clearance under Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions.  The transaction is expected to close this year and is subject to regulatory review.
Advent was advised by Weil Gotshal & Manges (legal) and Five Below was advised by Pepper Hamilton (legal).
About Advent International
Founded in 1984, Advent International is one of the world’s leading global buyout firms, with offices in 17 countries on four continents.  A driving force in international private equity for 26 years, Advent has built an unparalleled global platform of over 160 investment professionals across Western and Central Europe, North America, Latin America and Asia.  The firm focuses on international buyouts, strategic repositioning opportunities and growth buyouts in five core sectors, working actively with management teams to drive revenue growth and earnings improvements in portfolio companies.  Since inception, Advent has raised $26 billion in private equity capital and, through its buyout programs, has completed over 250 transactions valued at approximately $52 billion in 35 countries.
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About Five Below

Five Below is the leading retailer of high quality, trend-right, extreme-value merchandise to the youth and young adult market.  The Company offers a dynamic assortment of $1 to $5 merchandise across sporting goods, media, crafts, party goods, room décor, apparel and accessories, and seasonal product categories.  Five Below was founded in 2002 by David Schlessinger, founder of Zany Brainy, and Tom Vellios, former CEO of Zany Brainy.  Five Below is based in Philadelphia, Pa.  More information can be found at