Filing Flows › Five Below (FIVE) › Takeover & LBO
Is Five Below (FIVE) a takeover target?
A leveraged buyout at today's price plus 30% ($310.74 a share) would return about 2% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%. Historically 2.1% of companies with its figures were bought within a year (0.42× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $310.74 | today's $239.03 plus 30% |
| × shares | 55.5 million | |
| = Equity value | $17.2B | |
| + Debt refinanced | $0 | |
| − Cash | $1.2B | |
| = Enterprise value | $16.1B | 16.3× EBITDA of $984M |
| Fees | $321M | 2% of the price |
| New debt | $5.4B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $11.0B | 67% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $5.7B | $1.1B | $414M | $280M | $5.1B |
| Year 2 | $6.1B | $1.1B | $393M | $343M | $4.8B |
| Year 3 | $6.5B | $1.2B | $366M | $405M | $4.4B |
| Year 4 | $6.7B | $1.2B | $335M | $465M | $3.9B |
| Year 5 | $6.9B | $1.3B | $300M | $522M | $3.4B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 12.3× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $15.8B | |
| − Debt left | $3.4B | |
| = Buyer's equity | $12.4B | |
| Money multiple | 1.13× | on $11.0B put in |
| Buyer's yearly return (IRR) | 2.5% |
Price against return
What the buyer makes at other premiums over today's $239.03.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $262.93 | 8.4% |
| 20% | $286.84 | 5.2% |
| 30% | $310.74 | 2.5% |
| 40% | $334.64 | 0.1% |
| 50% | $358.55 | −2.0% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $5.3B | |
| EBITDA, last 12 months | $984M | 18.5% of revenue |
| Depreciation and amortization | $200M | |
| Capital spending | $204M | |
| Debt | $0 | |
| Cash | $1.2B | |
| Share price | $239.03 | on Nov 6, 2026 |
Fixed rules, the same as the interactive view's starting point: the shares are bought at today's price plus 30%, the company's debt is refinanced and fees take 2%. New debt is the least of 5.5× EBITDA, 65% of the price and the amount whose interest EBITDA covers 2 times, at 7.65% a year (SOFR 3.89% plus the high-yield B spread 3.26% plus 0.5%, rates of Oct 15, 2026). Revenue grows 8.0% in the first year — the company's own rate, held between −3% and +8% — fading to 3% by year 5; the EBITDA margin, depreciation and capital spending stay at today's share of revenue; working capital takes 10% of each year's added revenue; tax is 24% of profit after interest. Every dollar of free cash flow repays debt. After 5 years the buyer sells at today's multiple of EBITDA.
What a takeover could cost
Takeovers on record paid a median premium of 32.5% over the share price before the deal (the middle half 20% to 51.8%), according to the 1,437 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Five Below would cost about $316.71 a share, $17.6B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 20% | $286.84 | $15.9B |
| Median | 32.5% | $316.71 | $17.6B |
| High end (a quarter paid more) | 51.8% | $362.85 | $20.1B |
The odds, from history
Historically 2.1% of companies with its figures were bought within a year (0.42× the average). Its figures put it in decile 1 of 10 (10 = the most likely to be bought). The odds come from a model of every merger proxy, tender-offer response and going-private statement filed on EDGAR since 2011, set against each company's size, margins, debt, cash flow and growth the year before.
Five Below's latest quarter
Five Below, Q2 FY27: revenue $1.3B (+23% year over year), operating margin 21.8%, net earnings $221M, operating cash flow $215M. The chart follows the revenue to costs, profit and cash.
Questions
Is Five Below being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Five Below?
A leveraged buyout at today's price plus 30% ($310.74 a share) would return about 2% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%.
What would a takeover of Five Below cost?
Takeovers on record paid a median premium of 32.5% over the share price before the deal (the middle half 20% to 51.8%), according to the 1,437 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Five Below would cost about $316.71 a share, $17.6B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.