RATE Bankrate, Inc. (delisted)

Certain Bankrate Unaudited Prospective Financial Information

In connection with the merger, Bankrate’s management prepared financial projections for fiscal years 2017 through 2026 for three alternative scenarios, the Base Case, the High Sensitivity Case and the Low Sensitivity Case (in each case, as defined below, and together, referred to in this proxy statement as the “Bankrate Projections”). The Bankrate Projections were provided to the Bankrate board of directors and/or Bankrate’s financial advisor in connection with their respective consideration and evaluation of the merger, and the Base Case for fiscal years 2017 through 2019 was provided to Red Ventures in connection with its consideration and evaluation of the merger.

Except for quarterly and annual guidance, Bankrate does not as a matter of course make public projections as to future performance, and is especially wary of making projections for extended periods, due to, among other

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reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty of underlying assumptions and estimates. However, Bankrate is including in this proxy statement a summary of certain limited unaudited prospective financial information for Bankrate on a standalone basis, without giving effect to the merger, solely because such financial information was given to the Bankrate board of directors, Bankrate’s financial advisor and/or Red Ventures for purposes of considering and evaluating the merger. The inclusion of the Bankrate Projections should not be regarded as an indication that the Bankrate board of directors, Bankrate’s financial advisor, Bankrate or its management, Red Ventures, Merger Sub or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and they should not be relied on as such.

The Bankrate Projections and the underlying assumptions upon which the Bankrate Projections were based are subjective in many respects, and subject to multiple interpretations and frequent revisions attributable to the cyclicality of Bankrate’s industry and based on actual experience and business developments. The Bankrate Projections, while presented with numerical specificity, reflect numerous assumptions with respect to company performance, industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties and beyond Bankrate’s control. Multiple factors, including those described in the section of this proxy statement entitled “ Cautionary Statement Concerning Forward-Looking Statements ,” could cause the Bankrate Projections or the underlying assumptions to be inaccurate. As a result, there can be no assurance that the Bankrate Projections will be realized or that actual results will not be significantly higher or lower than projected. Because the Bankrate Projections cover multiple years, such information by its nature becomes less reliable with each successive year. The Bankrate Projections do not take into account any circumstances or events occurring after the date on which they were prepared, including the merger. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the Bankrate Projections will be achieved. As a result, the inclusion of the Bankrate Projections in this proxy statement does not constitute an admission or representation by Bankrate, J.P. Morgan or any other person that the information is material. Bankrate made no representation to Red Ventures, Merger Sub or any other person, in the merger agreement or otherwise, concerning the Bankrate Projections. The summary of the Bankrate Projections is not provided to influence Bankrate stockholders’ decisions regarding whether to vote for the merger proposal or any other proposal. The financial projections should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in Bankrate’s public filings with the SEC.

The Bankrate Projections were not prepared with a view toward public disclosure or toward compliance with United States generally accepted accounting principles (referred to in this proxy statement as “GAAP”), published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Grant Thornton LLP (referred to in this proxy statement as “Grant Thornton”), Bankrate’s independent registered public accounting firm for the fiscal year ending December 31, 2016, nor Deloitte & Touche LLP (referred to in this proxy statement as “Deloitte”), Bankrate’s independent registered public accounting firm for the fiscal year ending December 31, 2017, nor any other accounting firm, has examined, compiled or performed any procedures with respect to the Bankrate Projections, and accordingly, neither Grant Thornton nor Deloitte expresses an opinion or any other form of assurance with respect thereto. The Grant Thornton report incorporated by reference in this proxy statement relates to Bankrate’s historical financial information. It does not extend to the prospective financial information contained herein and should not be read to do so.

The Bankrate Projections

Bankrate’s management prepared three sets of non-public, unaudited financial forecasts with respect to Bankrate’s business, as a standalone company, for fiscal years 2017 through 2026, which are referred to as the “Base Case,” the “High Sensitivity Case” and the “Low Sensitivity Case.”

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The Base Case for fiscal years 2017 through 2019 is based on the information contained in Bankrate’s financial model, which was prepared by Bankrate’s management from financial models used in connection with annual internal planning processes, and was provided to Bankrate’s financial advisor and Red Ventures and, with respect to projections relating to revenue and adjusted EBITDA, the Bankrate board of directors.

Bankrate’s management also extended certain projections in the Base Case beyond fiscal year 2019 to fiscal year 2026. Although Bankrate’s management does not as a matter of course prepare a financial model that extends beyond three fiscal years, Bankrate’s management prepared the Base Case projections relating to revenue and adjusted EBITDA through fiscal year 2026 based on certain assumptions and extrapolations in order to assist the Bankrate board of directors and Bankrate’s financial advisor in evaluating the merger and various strategic alternatives potentially available to the Company, including remaining a standalone company.

Finally, Bankrate’s management prepared the High Sensitivity Case and the Low Sensitivity Case based on the Base Case, modified to reflect different assumptions regarding Bankrate’s future financial performance, including revenue and expense growth assumptions. The High Sensitivity Case and the Low Sensitivity Case were provided to the Bankrate board of directors and Bankrate’s financial advisor to assist the Bankrate board of directors and Bankrate’s financial advisor in evaluating the merger and various strategic alternatives potentially available to the Company, including remaining a standalone company. Bankrate’s management directed J.P. Morgan to use the Base Case, rather than the High Sensitivity Case or the Low Sensitivity Case, for purposes of its opinion described in the section of this proxy statement entitled “ The Merger  —  Opinion of Bankrate’s Financial Advisor ” based on Bankrate’s management’s view that the Base Case projections were significantly more likely to reflect the future business performance of the Company on a standalone basis than would the High Sensitivity Case or the Low Sensitivity Case.

The following is a summary of the Bankrate Projections:

Summary of the Base Case for Fiscal Years 2017 through 2019

(dollars in millions)

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Summary of the Bankrate Projections for Fiscal Years 2017 through 2026

(dollars in millions)

A reconciliation of net income to Adjusted EBITDA is not provided because the Company cannot, without unreasonable effort, estimate or predict with reasonable certainty various components of net income, including acquisition or disposition related costs, changes in fair value in contingent acquisition consideration, discrete tax items, and expenses related to governmental investigations and related litigation and indemnification obligations, which components could significantly impact that financial measure. In addition, when planning, forecasting and analyzing future periods, the Company does so primarily on a non-GAAP basis without preparing a GAAP analysis, as that would require estimates for various reconciling items that would be difficult to predict with reasonable accuracy. As a result, the Company does not believe that a GAAP reconciliation to forward-looking non-GAAP financial measures would provide meaningful supplemental information about the Company’s outlook.

The Bankrate Projections do not take into account the possible financial and other effects on Bankrate of the merger and do not attempt to predict or suggest future results of the combined company. The Bankrate Projections do not give effect to the merger, including the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with completing the merger, the potential synergies that may be achieved by the combined company as a result of the merger, the effect on Bankrate of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but that were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the Bankrate Projections do not take into account the effect on Bankrate of any possible failure of the merger to occur.

For the foregoing reasons, and considering that the special meeting will be held several months after the Bankrate Projections were prepared, as well as the uncertainties inherent in any forecasting information, readers of this proxy statement are cautioned not to place unwarranted reliance on the Bankrate Projections set forth above. No one has made or makes any representation to any investor or stockholder regarding the information included in the Bankrate Projections. Bankrate urges all Bankrate stockholders to review its most recent SEC filings for a description of its reported financial results. See the section of this proxy statement entitled “ Where You Can Find Additional Information .”

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In addition, the Bankrate Projections have not been updated or revised to reflect information or results after the date the Bankrate Projections were prepared or as of date of this proxy statement, and except as required by applicable securities laws, Bankrate does not intend to update or otherwise revise the Bankrate Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error.

Opinion of Bankrate’s Financial Advisor

Pursuant to an engagement letter dated September 27, 2016, the Company retained J.P. Morgan Securities LLC as its financial advisor in connection with a potential acquisition of the Company, and pursuant to such engagement letter, J.P. Morgan delivered a fairness opinion in connection with the merger.

At the meeting of the Bankrate board of directors on July 2, 2017, J.P. Morgan rendered its oral opinion to the Bankrate board of directors that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the consideration to be paid to the holders of the Company common stock in the merger was fair, from a financial point of view, to such holders. J.P. Morgan confirmed its July 2, 2017 oral opinion by delivering its written opinion to the Bankrate board of directors, dated July 2, 2017, that, as of such date, the consideration to be paid to the holders of the Company common stock in the merger was fair, from a financial point of view, to such holders. The full text of the written opinion of J.P. Morgan, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The Company’s stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Bankrate board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the merger, was directed only to the consideration to be paid to the holders of the Company common stock in the merger and did not address any other aspect of the merger. J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any other class of securities, to creditors or to other constituencies of the Company or as to the underlying decision by the Company to engage in the merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the merger or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of the Company with respect to certain aspects of the merger, the past and current business operations of the Company, the financial

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condition and future prospects and operations of the Company and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by the Company or otherwise reviewed by or for J.P. Morgan, and J.P. Morgan did not independently verify (and did not assume any obligation for independently verifying) any such information or its accuracy or completeness. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, and J.P. Morgan did not evaluate the solvency of the Company or Red Ventures under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the merger and the other transactions contemplated by the merger agreement will be consummated as described in the merger agreement. J.P. Morgan also assumed that the representations and warranties made by the Company, Red Ventures and Merger Sub in the merger agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to the Company with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the Company or on the contemplated benefits of the merger.

In connection with the merger, the Company’s management prepared the Bankrate Projections, including the Base Case, the High Sensitivity Case and the Low Sensitivity Case. The Bankrate Projections were provided to J.P. Morgan in connection with its consideration and evaluation of the merger, and J.P. Morgan was directed by the Company’s management to use the Base Case, rather than the High Sensitivity Case or the Low Sensitivity Case, for purposes of its opinion based on the Company’s management’s view that the Base Case projections were significantly more likely to reflect the future business performance of the Company on a standalone basis than would the High Sensitivity Case or the Low Sensitivity Case. Except for quarterly and annual guidance, the Company does not as a matter of course make public projections as to future performance, and is especially wary of making projections for extended periods, due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty of underlying assumptions and estimates. The Bankrate Projections were not prepared with a view toward public disclosure or toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Bankrate Projections, while presented with numerical specificity, reflect numerous assumptions with respect to company performance, industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties and beyond the Company’s control. Multiple factors, including those described in the section of this proxy statement entitled “ Cautionary Statement Concerning Forward-Looking Statements ,” could cause the Bankrate Projections or the underlying assumptions to be inaccurate. As a result, there can be no assurance that the Bankrate Projections will be realized or that actual results will not be significantly higher or lower than projected. For more information regarding the use of the Bankrate Projections, see the section of this proxy statement entitled “ The Merger  — Certain Bankrate Unaudited Prospective Financial Information .”

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion, and that J.P. Morgan does not have any obligation to update, revise or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the consideration to be paid to the Company’s common stockholders in the merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors or employees of any party to the merger, or any class of such persons relative to the consideration in the merger

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or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which the Company common stock will trade at any future time.

The terms of the merger agreement, including the merger consideration, were determined through arm’s length negotiations between the Company, Red Ventures and Merger Sub, and the decision to enter into the merger agreement was solely that of the Bankrate board of directors. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Bankrate board of directors in its evaluation of the merger and should not be viewed as determinative of the views of the Bankrate board of directors or the Company’s management with respect to the merger or the merger consideration.

The following is a summary of certain material financial analyses provided by J.P. Morgan to the Bankrate board of directors in connection with J.P. Morgan rendering its opinion described above. The following summary, however, does not purport to be a complete description of the analyses or data presented by J.P. Morgan, nor does the order of analyses described represent the relative importance or weight given to those analyses by J.P. Morgan. In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the Bankrate board of directors on July 2, 2017 and contained in the presentation delivered to the Bankrate board of directors on such date in connection with the rendering of such opinion and the following does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Public Trading Multiples

Using publicly available information, J.P. Morgan compared selected financial data of the Company with similar data for the following selected vertical content and other content and marketplace publicly traded companies:

Vertical Content:

Other Content and Marketplaces:

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These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analyses, were, in J.P. Morgan’s judgment, considered sufficiently similar to that of the Company based on business sector participation, operational characteristics and financial metrics. None of the selected companies reviewed is identical to the Company and certain of these companies may have characteristics that are materially different from those of the Company. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than would affect the Company.

For each of the selected companies, J.P. Morgan calculated multiples and ratios based on closing stock prices on June 30, 2017 (the last full trading day prior to the delivery by J.P. Morgan of its opinion to the Bankrate board of directors). For each of the following analyses performed by J.P. Morgan, estimated financial data for the selected companies was based on information J.P. Morgan obtained from SEC filings, FactSet Research Systems and other Wall Street research. The multiples and ratios for each of the selected companies were based on such information. Among other calculations, with respect to the Company and the selected companies, J.P. Morgan calculated the multiple of enterprise value (which is referred to in this section as “EV”) to estimated adjusted EBITDA for calendar year 2018 (which is referred to in this section as “EV / 2018E EBITDA”). For the Company, EV includes adjustments for estimated net proceeds from the sale of the Insurance business of the Company and estimated earn-out liability with respect to the Company’s acquisition of NextAdvisor, Inc. as adjusted for the estimated present value of associated tax-deductible amortization. The following table represents the results of this analysis:

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Based on this analysis, J.P. Morgan then derived a multiple reference range of 9.0x to 13.0x for the EV / 2018E EBITDA multiple. After applying such range to Bankrate’s Adjusted EBITDA for calendar year 2018, as set forth in the Base Case provided by the Company to J.P. Morgan, the analysis indicated a range of implied per share equity values of $12.25 to $18.50 per share (in each case, rounded to the nearest $0.25), as compared to the merger consideration of $14.00 per share.

Selected Transaction Analysis

Using publicly available information from SEC filings, Merger Market, FactSet Research Systems, 451 Group and other Wall Street research, J.P. Morgan examined selected transactions involving companies engaged in businesses which J.P. Morgan judged to be sufficiently analogous to the business of the Company or aspects thereof. For each of the selected transactions, J.P. Morgan calculated the EV implied for the target company as a multiple of the target company’s one-year forward estimated EBITDA at the time of the transaction announcement (which is referred to as “EV / 1-year forward EBITDA”). The transactions considered are as follows:

Based on the results of this analysis and other factors that J.P. Morgan considered appropriate, J.P. Morgan applied an EV / 1-year forward EBITDA multiple range of 7.5x to 11.5x to the appropriate metric of the Company, which was based on the estimated Adjusted EBITDA for the 12 months ended June 30, 2018 from the Base Case as provided by the Company to J.P. Morgan. This analysis produced a range of implied equity values of $9.50 to $15.25 per share (in each case, rounded to the nearest $0.25), as compared to the merger consideration of $14.00 per share.

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None of the selected companies, businesses or transactions reviewed is identical to the Company or the merger and certain of these companies, businesses or transactions may have characteristics that are materially different from those of the Company or the merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operating characteristics of the companies, businesses or transactions involved, market conditions and other factors that could affect the companies, businesses or transactions differently than would affect the Company and the merger.

Discounted Cash Flow Analysis

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining an implied fully diluted equity value per share for the Company. J.P. Morgan calculated the present value of unlevered free cash flows that the Company is expected to generate during the remainder of 2017 (applying a valuation date as of March 31, 2017 by using 2017E unlevered free cash flows that did not include the Company’s actual results for the fiscal quarter ended March 31, 2017) and calendar years 2018 through 2026 as derived from the Base Case. J.P. Morgan also calculated a range of terminal values for the Company at December 31, 2026 by applying perpetual growth rates ranging from 2.5% to 3.5% for unlevered free cash flows for the Base Case. The unlevered free cash flows and the range of terminal values were then discounted to present values using a discount rate range of 10.5% to 12.5% for the Base Case, which was chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of the Company. The present value of the unlevered free cash flows and the range of terminal values were then adjusted by subtracting an estimated net debt balance of $118 million to indicate a range of implied fully diluted equity values per share for the Base Case of $12.00 to $17.50 per share (in each case, rounded to the nearest $0.25), as compared to the merger consideration of $14.00 per share.

Other Information

J.P. Morgan presented the historical trading range and analyst price targets analyses described below to the Bankrate board of directors for reference purposes only and did not rely upon them for valuation purposes.

Historical Trading Range. J.P. Morgan reviewed the 52-week trading range of the Company’s share prices for the period ending June 30, 2017, which was $7.20 per share to $12.85 per share, and compared that to the closing price of $12.85 as of June 30, 2017, the last full trading day prior to the delivery by J.P. Morgan of its opinion to the Bankrate board of directors. J.P. Morgan compared the trading range to the merger consideration of $14.00 per share.

Analyst Price Targets . J.P. Morgan reviewed the price targets of public equity research analysts for the Company, which provided a reference range of $10.00 per share to $15.00 per share for the period ending June 30, 2017, the last full trading day prior to the delivery by J.P. Morgan of its opinion to the Bankrate board of directors. J.P. Morgan compared the analyst price targets analysis to the merger consideration of $14.00 per share.

Miscellaneous

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of the Company. The order of analyses described does not represent the relative importance or weight given to those

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analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to the Company, and none of the selected transactions reviewed was identical to the merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of the Company. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to the Company and the transactions compared to the merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise the Company with respect to the merger and to deliver an opinion to the Bankrate board of directors with respect to the merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with the Company and the industries in which it operates.

For services rendered in connection with the merger and the delivery of its opinion, the Company has agreed to pay J.P. Morgan a fee of approximately $16.8 million, $2.0 million of which was payable following delivery of J.P. Morgan’s opinion and the remainder of which is payable upon completion of the merger. In addition, the Company has agreed to reimburse J.P. Morgan for its reasonable expenses incurred in connection with its services, including the reasonable fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with the Company and Red Ventures for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as financial advisor to the Company on its acquisition of NextAdvisor, Inc. in June 2016, and as lead arranger on Red Ventures’ syndicated credit facility in April 2017. In addition, during such two-year period, J.P. Morgan and its affiliates have provided loan syndication, financial advisory, and debt and equity underwriting services to portfolio companies of each of Apax Partners (a material stockholder of the Company) and Silver Lake Partners and General Atlantic (material shareholders of Red Ventures), which portfolio companies are, in each case, unrelated to the merger. In addition, during such period, J.P. Morgan’s commercial banking affiliate was an agent bank and a lender under outstanding credit facilities of such portfolio companies of each of Apax Partners and Silver Lake Partners and General Atlantic, for which it received customary compensation or other financial benefits. In addition, as of the date of its opinion, neither J.P. Morgan nor its affiliates held, on a proprietary basis, any shares of the outstanding common stock of the Company or Red Ventures. During the two year period preceding delivery of its opinion on July 2, 2017, J.P. Morgan received less than $30,000 in fees from Red Ventures and received $0.6 million in aggregate fees from the Company. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company or Red Ventures for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.

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Financing

In connection with the execution of the merger agreement, Red Ventures entered into the debt commitment letter, pursuant to which each of Bank of America, Barclays, Citi, CS, Fifth Third, MUFG and PNC Bank committed, upon certain terms and subject to certain conditions, to lend Red Ventures $2.4 billion in connection with the financing of the amounts payable pursuant to the merger agreement and the transactions contemplated thereby and the refinancing of certain debt by Red Ventures. We have agreed to use our reasonable best efforts to provide, and to use our reasonable best efforts to cause our subsidiaries and our and our subsidiaries’ representatives to provide, all cooperation reasonably requested by Red Ventures in connection with Red Ventures’ efforts to arrange the financing contemplated by the debt commitment letter. For more information, see “ The Merger Agreement  —  Financing and Financing Cooperation .”

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendations of the Bankrate board of directors with respect to the merger, Bankrate’s stockholders should be aware that the directors and executive officers of Bankrate have certain interests, including financial interests, in the merger that may be different from, or in addition to, the interests of Bankrate’s stockholders generally. The Bankrate board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement, and in making its recommendation that Bankrate’s stockholders adopt the merger agreement. See the section of this proxy statement entitled “ The Merger  —  Background of the Merger ” and the section of this proxy statement entitled “ The Merger  —  Reasons for the Merger; Recommendation of the Bankrate Board of Directors .” These interests are described in more detail below, and certain of them are quantified in the narrative and the tables below.

Treatment of Company Equity Awards

Stock Options. Except as otherwise agreed to in writing prior to the effective time by Red Ventures and a holder of any Company stock option, each Company stock option, whether vested or unvested, that is outstanding and unexercised immediately prior to the effective time will, as of the effective time, become fully vested (to the extent unvested) and be converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the merger consideration over the exercise price per share of such Company stock option, multiplied by (ii) the total number of shares subject to such Company stock option. Any Company stock option that has an exercise price per share that is greater than or equal to the merger consideration will be cancelled for no consideration.

Restricted Stock Awards. Except as otherwise agreed to in writing prior to the effective time by Red Ventures and a holder of any Company restricted stock award, each Company restricted stock award that is outstanding immediately prior to the effective time will, as of the effective time, either (i) become fully vested, in the case of any Company restricted stock award that vests solely based on continued service, or (ii) become vested to the extent provided for in the award agreement applicable to such Company restricted stock award, in the case of any Company restricted stock award that vests in whole or in part based on performance conditions and for which the applicable performance period is not complete as of immediately prior to the effective time, and will be cancelled and converted automatically into the right to receive an amount in cash equal to the merger consideration in respect of each vested share of common stock subject to such Company restricted stock award. For purposes of clause (ii) above, the determination of actual performance and the number of shares underlying the Company restricted stock award that vest as of the effective time will be made by the Bankrate board of directors (or an authorized committee thereof) prior to the effective time.

Restricted Stock Unit Awards . Except as otherwise agreed to in writing prior to the effective time by Red Ventures and a holder of any Company RSU award, each Company RSU award that is outstanding immediately prior to the effective time will, as of the effective time, either (i) become fully vested, in the case of any Company RSU award that vests solely based on continued service, or (ii) become vested to the extent provided

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for in the award agreement applicable to such Company RSU award, in the case of any Company RSU award that vests in whole or in part based on performance conditions and for which the applicable performance period is not complete as of immediately prior to the effective time, and will be cancelled and converted automatically into the right to receive an amount in cash equal to the merger consideration in respect of each vested share of common stock subject to such Company RSU award. For purposes of clause (ii) above, the determination of actual performance and the number of shares underlying the Company RSU award that vest as of the effective time will be made by the Bankrate board of directors (or an authorized committee thereof) prior to the effective time.

Quantification of Payments . For an estimate of the amounts that would be payable to each of the Company’s named executive officers on settlement of their unvested Company equity awards, see “— Quantification of Payments and Benefits to the Company’s Named Executive Officers ” below. The estimated amount that would be payable to Janet M. Gunzburg, the Company’s Vice President, Corporate Controller (and the one executive officer of the Company who is not a named executive officer) in settlement of her unvested equity-based awards if the effective time occurred on July 28, 2017 is $755,622. The estimated aggregate amount that would be payable to the Company’s seven non-employee directors for their unvested Company equity awards if the effective time occurred on July 28, 2017 is $1,037,050.

Employment Agreements with Named Executive Officers

Each of the Company’s named executive officers is a party to an amended and restated employment agreement with the Company, dated as of July 2, 2017, that provides for enhanced severance benefits in the event of a termination of the officer’s employment by the Company without cause or by the executive officer with good reason (each as defined in the applicable employment agreement), in each case, within the two-year period following a change in control (referred to in this proxy statement as a “qualifying termination” for each such officer). The merger will constitute a change in control for purposes of the employment agreements.

The employment agreements provide that, upon a qualifying termination, the applicable officer would be entitled to:

Payments and benefits under the employment agreement are subject to the applicable officer’s execution and non-revocation of a general release of claims in favor of the Company. Each of the employment agreements also provides for tax equalization payments for excise taxes incurred under Section 4999 of the Code.

In consideration of the payments and benefits under the employment agreements, the agreements include restrictive covenants in the Company’s favor, including one-year post-termination restrictions on competitive activities and solicitation of Company clients and employees, as well as customary confidentiality covenants of perpetual duration.

For an estimate of the value of the payments and benefits described above that would be payable to the Company’s named executive officers upon a qualifying termination in connection with the merger, see “— Quantification of Payments and Benefits to the Company’s Named Executive Officers ” below.

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Retention Letter with Janet M. Gunzburg

Ms. Gunzburg is party to a retention letter agreement with the Company that provides for severance benefits in the event of a termination of the Ms. Gunzburg’s employment by the Company without cause or by Ms. Gunzburg with good reason (each as defined in the retention letter agreement), in each case, within the one-year period following a change in control that occurs prior to June 5, 2018 (referred to in this proxy statement as a “qualifying termination” for such executive officer). The merger will constitute a change in control for purposes of the retention letter agreement.

The retention letter agreement provides that, upon a qualifying termination, Ms. Gunzburg would be entitled to:

Payments and benefits under the retention letter agreement are subject to Ms. Gunzburg’s execution and non-revocation of a general release of claims in favor of the Company.

The estimated aggregate amount that would be payable to Ms. Gunzburg under her retention letter agreement if the merger were to be completed and she were to experience a qualifying termination on July 28, 2017 is $341,086.

2017 Fiscal Year Annual Bonus

Under the merger agreement, the Company has the right to pay each employee, including each executive officer, of the Company who is employed as of immediately prior to the effective time and who participates in any bonus or incentive plans maintained by the Company a prorated bonus for the year of closing based on the greater of actual performance through the closing and target performance. For additional information, see “ The Merger Agreement  —  Employee Matters .”

For an estimate of the value of the prorated bonus that would be payable to the Company’s named executive officers in connection with the merger, see “— Quantification of Payments and Benefits to the Company’s Named Executive Officers ” below. The estimated prorated bonus that would be payable to Ms. Gunzburg if the merger were to be completed on July 28, 2017 is $39,810.

Indemnification; Directors’ and Officers’ Insurance

The Company is party to indemnification agreements with each of its directors and executive officers that require the Company, among other things, to indemnify the directors and executive officers against certain liabilities that may arise by reason of their status or service as directors or officers.

In addition, pursuant to the merger agreement, from and after the effective time, Red Ventures will indemnify certain persons, including Bankrate’s directors and executive officers. In addition, for a period of not less than six years from the effective time, Red Ventures will maintain an insurance and indemnification policy for the benefit of certain persons, including Bankrate’s directors and executive officers. For additional information, see “ The Merger Agreement  —  Indemnification and Insurance .”

Quantification of Payments and Benefits to the Company’s Named Executive Officers

The table below sets forth the amount of payments and benefits that each of the Company’s named executive officers would receive in connection with the merger, assuming that the merger were completed and

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each such named executive officer experienced a qualifying termination on July 28, 2017. The amounts below are determined using the merger consideration per share of Company common stock of $14.00, and are based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table. As a result of the foregoing assumptions, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

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Voting Agreement

On July 2, 2017, Ben Holding S.à r.l., a stockholder of the Company, entered into a voting agreement with Red Ventures, pursuant to which Ben Holding S.à r.l. agreed, among other things, to vote the shares of Company common stock over which it has voting power in favor of the adoption of the merger agreement and the transactions contemplated thereby, including the merger, against alternative acquisition proposals and against any other action or agreement that would be reasonably expected to result in a material breach of the merger agreement by the Company or prevent, materially impair or materially delay the completion of the merger. As of August 14, 2017, the record date for the special meeting, Ben Holding S.à r.l. owned 37,703,694 shares, or approximately 42.0% of the outstanding shares of Company common stock entitled to vote at the special meeting. The aggregate number of shares covered by the voting obligations set forth in the voting agreement will automatically be reduced (on a pro rata basis with each other stockholder of the Company who executes a similar voting agreement with Red Ventures in connection with the merger agreement and the transactions contemplated thereby, if any) to the extent necessary in order that the aggregate number of shares subject to the voting agreement, together with all other shares of Company common stock subject to such other voting agreements, if any, represents no more than 39.9% of the shares of Company common stock outstanding and entitled to vote at the special meeting. The voting agreement also contains certain restrictions on the transfer of shares of common stock by Ben Holding S.à r.l. The voting agreement will terminate upon the earlier of the completion of the merger, the termination of the merger agreement in accordance with its terms or a change of recommendation by the Bankrate board of directors in connection with a superior proposal (as described in the section of this proxy statement entitled “ The Merger Agreement  — Acquisition Proposals; No Solicitation  —  Receipt of Acquisition Proposals ”) pursuant to the merger agreement.

The foregoing description of the voting agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached hereto as Exhibit A to the merger agreement attached as Annex A to this proxy statement, which you should read in its entirety.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a discussion of the material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) of common stock whose shares are exchanged for cash pursuant to the merger. This discussion is based on the provisions of the Internal Revenue Code of 1986, as amended (referred to in this proxy statement as the “Code”), applicable U.S. Treasury Regulations, judicial opinions and administrative rulings and published positions of the Internal Revenue Service (referred to in this proxy statement as the “IRS”), each as in effect as of the date hereof. These authorities are subject to change or differing interpretations, possibly with a retroactive basis, and any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, nor does it address any tax considerations under state, local or foreign laws or U.S. federal laws other than those pertaining to the U.S. federal income tax.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of common stock that is for U.S. federal income tax purposes:

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This discussion applies only to U.S. holders of shares of common stock who hold such shares as a capital asset under the Code (generally, property held for investment). Further, this discussion does not purport to address all aspects of U.S. federal income taxation that may be relevant to a U.S. holder in light of its particular circumstances, or that may apply to U.S. holders subject to special treatment under U.S. federal income tax laws (including, for example, insurance companies, dealers or brokers in securities or foreign currencies, traders in securities who elect to apply the mark-to-market method of accounting, holders subject to the alternative minimum tax, U.S. holders that have a functional currency other than the U.S. dollar, tax-exempt organizations, tax-qualified retirement plans, banks and other financial institutions, mutual funds, certain former citizens or former long-term residents of the United States, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes or other flow-through entities (and investors therein), S corporations, real estate investment trusts, regulated investment companies, U.S. holders who hold shares of common stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction, and U.S. holders who acquired their shares of common stock through the exercise of employee stock options or other compensation arrangements). This discussion also does not address the U.S. federal income tax consequences to holders of shares of common stock who exercise appraisal rights in connection with the merger under the DGCL.

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partners and the activities of the partnership. If you are, for U.S. federal income tax purposes, a partner in a partnership holding shares of common stock, you should consult your tax advisor.

Holders of common stock are urged to consult their own tax advisors to determine the particular tax consequences to them of the merger, including the applicability and effect of the alternative minimum tax, the unearned income Medicare contribution tax and any other U.S. federal, or state, local, foreign or other tax laws.

The receipt of cash by U.S. holders in exchange for shares of common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for shares of common stock pursuant to the merger will recognize capital gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received and (2) the U.S. holder’s adjusted tax basis in such shares (which generally will equal the price the U.S. holder paid for such shares).

Any such gain or loss will be long-term capital gain or loss if a U.S. holder’s holding period in the shares of common stock surrendered in the merger is greater than one year as of the date of the merger. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of common stock at different times and different prices, such U.S. holder must determine its adjusted tax basis, gain or loss and holding period separately with respect to each block of common stock.

Information Reporting and Backup Withholding

Payments made in exchange for shares of common stock pursuant to the merger may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 28%). To avoid

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backup withholding, a U.S. holder that does not otherwise establish an exemption should complete and return to the applicable withholding agent a properly completed and executed IRS Form W-9, certifying that such U.S. holder is a U.S. person, that the taxpayer identification number provided is correct, and that such U.S. holder is not subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder’s U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the IRS in a timely manner.

Regulatory Approvals

Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division and the FTC and all statutory waiting period requirements have been satisfied. Completion of the merger is subject to the expiration or termination of the applicable waiting period under the HSR Act. The Company and Red Ventures have filed their respective Notification and Report Forms with the Antitrust Division and the FTC.

At any time before or after the expiration of the statutory waiting periods under the HSR Act, the Antitrust Division or the FTC may take action under the antitrust laws, including seeking to enjoin the completion of the merger, to rescind the merger or to conditionally permit completion of the merger subject to regulatory conditions or other remedies. In addition, non-U.S. regulatory bodies and U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

Bankrate and Red Ventures are each required to use reasonable best efforts to take all actions necessary to complete the merger, including cooperating to obtain antitrust approvals. This includes, if required by regulatory authorities, (1) agreeing to sell, divest or dispose of any assets or businesses of Red Ventures, Bankrate or their respective subsidiaries and (2) taking or agreeing to take other actions that after the closing date limit Red Ventures’ or its subsidiaries’ freedom of action with respect to, or its ability to retain, one or more businesses, product lines or assets of Red Ventures or its subsidiaries. However, Bankrate need only take such actions if they are binding on Bankrate only in the event that the closing of the merger occurs. See the section of this proxy statement entitled “ The Merger Agreement  —  Efforts to Complete the Merger  —  Antitrust Matters .”

There can be no assurance that regulatory authorities will not impose conditions on the completion of the merger or require changes to the terms of the transaction.

Litigation Related to the Merger

As of the date of this proxy statement, two putative securities class action lawsuits related to the proposed merger have been filed by purported stockholders of Bankrate. These lawsuits, captioned Garcia v. Bankrate, Inc., et al. (Case No. 1:17-cv-05844) and Berg v. Bankrate, Inc., et al. (Case No. 1:17-cv-05877), were filed in the United States District Court for the Southern District of New York on August 1, 2017 and August 2, 2017, respectively. The lawsuits name as defendants Bankrate, the members of the Bankrate board of directors, and, in the case of the Berg action, Red Ventures and Merger Sub. The complaints filed in the lawsuits allege, among other things, that the individual defendants caused Bankrate to file a materially incomplete and misleading proxy statement relating to the proposed merger in violation of Sections 14(a) and 20(a) of the Exchange Act. The Berg complaint seeks, among other relief, to enjoin the defendants from proceeding with or consummating the proposed merger or, in the event that the proposed merger is consummated, an order rescinding the merger and awarding rescissory damages. The Garcia complaint seeks, among other relief, to enjoin the defendants from

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proceeding with the stockholder vote on the proposed merger or consummating the proposed merger unless and until Bankrate provides supplemental disclosures, as well as damages in an unspecified amount. Both complaints also seek an award of attorneys’ and expert fees and expenses. Bankrate believes that the claims asserted in the lawsuits are without merit. Additional lawsuits arising out of or relating to the merger agreement and the transactions contemplated thereby may be filed in the future. If additional similar complaints are filed, absent new or different allegations that are material, Bankrate will not necessarily announce such additional filings.

Delisting and Deregistration of Company Common Stock

If the merger is completed, the Company common stock will be delisted from the NYSE and deregistered under the Exchange Act.

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THE MERGER AGREEMENT

The following is a summary of the material provisions of the merger agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read carefully the merger agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

The following summary of the merger agreement, and the copy of the merger agreement attached as Annex A to this proxy statement, are intended to provide information regarding the terms of the merger agreement. The merger agreement contains representations and warranties by and covenants of Bankrate, Red Ventures and Merger Sub made as of specified dates with the principal purpose of establishing circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise. The representations, warranties and covenants in the merger agreement may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement and may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that differ from the standard that applies to reports and documents filed with the SEC. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement. The representations, warranties and covenants in the merger agreement and any descriptions thereof should be read in conjunction with the disclosures in Bankrate’s periodic and current reports, proxy statements and other documents filed with the SEC. See the section of this proxy statement entitled “ Where You Can Find Additional Information .” Moreover, the description of the merger agreement below does not purport to describe all of the terms of such agreement and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Annex A and is incorporated herein by reference.

Additional information about Bankrate may be found elsewhere in this proxy statement and Bankrate’s other public filings. See the section of this proxy statement entitled “ Where You Can Find Additional Information .”

Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

At the effective time, Merger Sub will merge with and into Bankrate, and the separate corporate existence of Merger Sub will cease. Bankrate will be the surviving corporation in the merger and will continue its corporate existence as a Delaware corporation and a wholly owned subsidiary of Red Ventures. At the effective time, the certificate of incorporation of the surviving corporation will be amended and restated in its entirety to be in the form attached as Exhibit B to the merger agreement. At the effective time, the bylaws of the surviving corporation will be amended and restated in their entirety to be in the form of the bylaws of Merger Sub, except that the name of the surviving corporation will be “Bankrate, Inc.”

The individuals holding positions as directors of Merger Sub immediately prior to the effective time will become the initial directors of the surviving corporation. The individuals holding positions as officers of Bankrate immediately prior to the effective time will become the initial officers of the surviving corporation.

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When the Merger Becomes Effective

The closing of the merger will take place (1) at 9:00 a.m., New York City time, no later than the third business day following the satisfaction or waiver of all of the conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of those conditions at the closing), unless the marketing period (as defined below) has not ended at or prior to when the closing would have otherwise been required to occur, in which case the closing will not take place until the earlier of (i) a business day during the marketing period specified by Red Ventures on at least three business days’ written notice to Bankrate and (ii) the first business day following the last day of the marketing period (subject in each case to the satisfaction or waiver of all of the conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of those conditions at the closing)), or (2) at another date and time mutually agreed upon in writing between Bankrate and Red Ventures. For purposes of the merger agreement, “business day” refers to any day except a Saturday, a Sunday or any other day on which commercial banks are required or authorized to close in New York, New York.

On the closing date, Bankrate and Red Ventures will file a certificate of merger with the Secretary of State of the State of Delaware. The merger will become effective at the time when the certificate of merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time as may be agreed by the parties in writing and specified in the certificate of merger.

As of the date of this proxy statement, we expect to complete the merger by the end of 2017. However, completion of the merger is subject to the satisfaction or waiver of the conditions to the completion of the merger, which are described below and include various regulatory clearances and approvals, and it is possible that the merger will not be completed until a later time, or at all.

For purposes of the merger agreement, “marketing period” means the first period of 15 consecutive business days commencing after the date of the merger agreement throughout which (1) Red Ventures must have the required financial information (as defined below) and such required financial information (which must be the same information throughout the period) is compliant (as defined below), (2) the conditions to Red Ventures’ obligation to effect the merger (set forth in sections 6.1 and 6.2 of the merger agreement) must have been satisfied (other than the conditions relating to stockholder approval and the expiration or termination of the waiting period applicable to the completion of the merger under the HSR Act and those conditions that by their nature are to be satisfied at the closing), assuming that the closing date were to be scheduled for any time during such 15 consecutive business day period, or (to the extent permitted by applicable law) waived, and (3) during the last five business days of such 15 consecutive business day period, the conditions relating to stockholder approval and the expiration or termination of the waiting period applicable to the completion of the merger under the HSR Act must have been satisfied; provided, however, that (i) neither July 3, 2017 nor November 22 through 24, 2017 (inclusive) will constitute business days for purposes of the 15 consecutive business day period (though such exclusions will not restart such period), (ii) if such 15 consecutive business day period has not been completed on or prior to August 18, 2017, then such period will be deemed to have not commenced prior to September 5, 2017, (iii) if such 15 consecutive business day period has not been completed on or prior to December 21, 2017, then such period will be deemed to have not commenced prior to January 2, 2018, and (iv) the marketing period will be deemed not to have commenced if, after the date of the merger agreement and prior to the completion of such 15 consecutive business day period, (A) the independent auditors of Bankrate will have withdrawn its audit opinion with respect to any year-end audited financial statements of Bankrate and its subsidiaries included in the required financial information, in which case the marketing period will be deemed not to commence unless and until such independent auditors or another nationally recognized independent accounting firm reasonably acceptable to Red Ventures has issued an unqualified audit opinion with respect to such financial statements or (B) any of the financial statements of Bankrate and its subsidiaries included in the required financial information will have been restated or Bankrate will have determined or publicly announced that a restatement of any financial statements of Bankrate and its subsidiaries included in the required financial

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information is required, in which case the marketing period will be deemed not to commence unless and until such restatement has been completed and the required financial information has subsequently been amended and delivered to Red Ventures or Bankrate has determined in writing or publicly announced, as applicable, that no such restatement will be required; provided, that if Bankrate in good faith reasonably believes that it has provided the required financial information and that such required financial information is compliant, it may deliver to Red Ventures a written notice to that effect (stating the date upon which it believes it completed such delivery or provided such access to required financial information that is compliant), in which case (subject to satisfaction of any other conditions, and compliance with the terms of each other provision, of this definition (including the requirement that required financial information be the same information throughout the period)) such 15 consecutive business day period referred to above will be deemed to have commenced on the date such notice is delivered to Red Ventures unless Red Ventures in good faith reasonably believes Bankrate has not provided the required financial information that is compliant or that clauses (2) or (3) of this definition have not been satisfied and, within five business days after Bankrate’s giving of such notice, gives a written notice to Bankrate to that effect (stating with specificity any elements of noncompliance and/or nonsatisfaction). Notwithstanding anything in this definition to the contrary, the marketing period will end on any date earlier than the date indicated in the definition above if Red Ventures’ debt financing is consummated and the full proceeds thereof received on such earlier date.

For purposes of the merger agreement, “required financial information” means certain financial statements of the Company and its consolidated subsidiaries that is required by the debt commitment letter.

For purposes of the merger agreement, “compliant” means, with respect to the required financial information, that such required financial information, when taken as a whole, does not, in each case, with respect to Bankrate and its subsidiaries, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such required financial information not materially misleading in the light of the circumstances under which it was furnished.

Effect of the Merger on the Common Stock

At the effective time, each share of Company common stock issued and outstanding immediately before the effective time (other than (1) shares held by Bankrate in treasury or by Red Ventures or Merger Sub (referred to in this proxy statement as “cancelled shares”), (2) shares held by any wholly owned subsidiary of Bankrate (referred to in this proxy statement as “converted shares”) and (3) shares held by stockholders of the Company who have not voted in favor of, or consented in writing to, the adoption of the merger agreement and who have properly exercised appraisal rights with respect to their shares in compliance with Section 262 of the DGCL (referred to in this proxy statement as “dissenting shares,” and the shares referred to in clauses (1), (2) and (3), “excluded shares”)) will automatically be cancelled and converted into the right to receive the merger consideration, upon surrender of certificates or book-entry shares. The merger consideration will be $14.00 per share in cash, without interest and subject to required withholding taxes.

At the effective time, each of the cancelled shares will automatically be cancelled without payment of any consideration and will cease to exist. In addition, at the effective time, each of the converted shares will automatically be converted into shares of common stock, par value $0.01 per share, of the surviving corporation, such that each Bankrate subsidiary’s ownership percentage of the surviving corporation immediately after the effective time will equal its ownership percentage in Bankrate immediately prior to the effective time. As of the date hereof, there are not expected to be any converted shares.

At the effective time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the effective time will be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the surviving corporation.

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Treatment of Company Equity Awards

Stock Options . Except as otherwise agreed to in writing prior to the effective time by Red Ventures and a holder of any Company stock option, each Company stock option, whether vested or unvested, that is outstanding and unexercised immediately prior to the effective time will, as of the effective time, become fully vested (to the extent unvested) and be converted into the right to receive an amount in cash equal to the product of (1) the excess, if any, of the merger consideration over the exercise price per share of such Company stock option, multiplied by (2) the total number of shares subject to such Company stock option. Any Company stock option that has an exercise price per share that is greater than or equal to the merger consideration will be cancelled for no consideration.

Restricted Stock Awards . Except as otherwise agreed to in writing prior to the effective time by Red Ventures and a holder of any Company restricted stock award, each Company restricted stock award that is outstanding immediately prior to the effective time will, as of the effective time, either (1) become fully vested, in the case of any Company restricted stock award that vests solely based on continued service, or (2) become vested to the extent provided for in the award agreement applicable to such Company restricted stock award, in the case of any Company restricted stock award that vests in whole or in part based on performance conditions and for which the applicable performance period is not complete as of immediately prior to the effective time, and will be cancelled and converted automatically into the right to receive an amount in cash equal to the merger consideration in respect of each vested share of common stock subject to such Company restricted stock award. For purposes of clause (2) above, the determination of actual performance and the number of shares underlying the Company restricted stock award that vest as of the effective time will be made by the Bankrate board of directors (or an authorized committee thereof) prior to the effective time.

Restricted Stock Unit Awards . Except as otherwise agreed to in writing prior to the effective time by Red Ventures and a holder of any Company RSU award, each Company RSU award that is outstanding immediately prior to the effective time will, as of the effective time, either (1) become fully vested, in the case of any Company RSU award that vests solely based on continued service, or (2) become vested to the extent provided for in the award agreement applicable to such Company RSU award, in the case of any Company RSU award that vests in whole or in part based on performance conditions and for which the applicable performance period is not complete as of immediately prior to the effective time, and will be cancelled and converted automatically into the right to receive an amount in cash equal to the merger consideration in respect of each vested share of common stock subject to such Company RSU award. For purposes of clause (2) above, the determination of actual performance and the number of shares underlying the Company RSU award that vest as of the effective time will be made by the Bankrate board of directors (or an authorized committee thereof) prior to the effective time.

Payment for Common Stock in the Merger

At or prior to the effective time, Red Ventures will deposit, or cause to be deposited, with a paying agent in trust for the benefit of holders of shares cash sufficient to pay the aggregate merger consideration. As soon as reasonably practicable (and no later than five business days) after the effective time, Red Ventures will, or will cause the surviving corporation to, cause the paying agent to mail to each holder of record of shares of Company common stock (other than excluded shares) (1) a letter of transmittal and (2) instructions for effecting the surrender of certificates or book-entry shares to the paying agent in exchange for payment of the merger consideration. Upon surrender to the paying agent of certificates or book-entry shares, as applicable, together with, in the case of share certificates, the letter of transmittal, duly completed and validly executed, or, in the case of book-entry shares, receipt of an “agent’s message” by the paying agent, and such other customary documents as may be reasonably required, the holder of such certificates or book-entry shares will be entitled to receive payment of the merger consideration which the holder is entitled to pursuant to the merger agreement (after giving effect to any required tax withholding).

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Representations and Warranties

The merger agreement contains representations and warranties of Bankrate, subject to certain exceptions in the merger agreement, in the company disclosure schedule delivered in connection with the merger agreement and in Bankrate’s public filings, as to, among other things:

The merger agreement also contains representations and warranties of Red Ventures and Merger Sub, subject to certain exceptions in the merger agreement and the parent disclosure schedule delivered in connection with the merger agreement, as to, among other things:

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Some of the representations and warranties in the merger agreement are qualified by materiality qualifications or a “company material adverse effect” or “parent material adverse effect” qualification, as discussed below.

For purposes of the merger agreement, a “company material adverse effect” means any fact, circumstance, change, event, occurrence or effect that (1) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the financial condition, business or results of operations of Bankrate and its subsidiaries, taken as a whole or (2) materially impairs, materially delays or prevents, or would reasonably be expected to materially impair, materially delay or prevent, Bankrate from completing the merger. However, for the purposes of clause (1), none of the following, and no effect arising out of, relating to or resulting from the following, will constitute or be taken into account in determining whether a material adverse effect has occurred or would reasonably be expected to occur:

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However, with respect to the matters described in the first bullet point above and in clauses (a), (c), (d) and (e) of the second bullet point above, such facts, circumstances, changes, events occurrences or effects may be taken into account to the extent that they have a disproportionate adverse effect on Bankrate and its subsidiaries, taken as a whole, in relation to others in the industries of Bankrate and its subsidiaries, but only to the extent of the incremental disproportionate impact on Bankrate and its subsidiaries. In addition, the underlying cause of any decline, change or failure referred to in clauses (h) and (i) of the second bullet point above may be taken into account unless the underlying clause is otherwise excluded by the merger agreement. For purposes of the merger agreement, a “parent material adverse effect” means any fact, circumstance, change, event occurrence or effect that, individually or in the aggregate, materially impairs, materially delays or prevents, or would reasonably be expected to materially impair, materially delay or prevent, Red Ventures or Merger Sub from completing the merger.

Conduct of Business Pending the Merger

The merger agreement provides that, from and after July 2, 2017 and prior to the effective time or termination of the merger agreement, except with Red Ventures’ prior written consent (which may not be unreasonably withheld, delayed or conditioned), as required by applicable law, as expressly contemplated by the merger agreement or as set forth in the disclosure schedules to the merger agreement, Bankrate will, and will cause its subsidiaries to, carry on its business in all material respects in the ordinary course and use commercially reasonable efforts to preserve its business organization intact and maintain existing relations with key customers, suppliers and other third parties with whom Bankrate and its subsidiaries have significant business relationships, and will not and will cause its subsidiaries not to, take any of the following actions:

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In addition, Bankrate, Red Ventures and Merger Sub have agreed that, except as contemplated by the merger agreement, they will not, and will not permit their respective subsidiaries to, take any action that could reasonably be expected to prevent or to impede, interfere with, hinder or delay in any material respect the completion of the merger and the other transactions contemplated by the merger agreement.

Access

Subject to certain exceptions and limitations, from and after July 2, 2017 and prior to the effective time or earlier termination of the merger agreement, upon reasonable prior written notice, Bankrate is required to, and required to cause its subsidiaries to, (1) afford to Red Ventures, Merger Sub and each of their representatives (including, to the extent requested by Red Ventures, the commitment parties) reasonable access, during normal business hours, to Bankrate’s officers, employees, properties, offices and other facilities, books, contracts and records and (2) furnish or cause to be furnished such information concerning the business, properties, contracts,

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assets, liabilities, personnel and other aspects of Bankrate and its subsidiaries as Red Ventures, Merger Sub or their representatives (including, to the extent requested by Red Ventures, the commitment parties) may reasonably request. However, (1) any information concerning acquisition proposals, inquiries or transactions competing with or alternative to the transactions contemplated by the merger agreement is governed by the section below entitled “ The Merger Agreement  —  Acquisition Proposals; No Solicitation ,” (2) no investigation made in accordance with the foregoing will affect or be deemed to modify any of Bankrate’s representations or warranties under the merger agreement, (3) Bankrate and its subsidiaries are not required to permit access to (i) any inspection or information that would violate any of its confidentiality obligations which were in effect as of July 2, 2017, (ii) any information subject to attorney-client privilege or other privilege or trade secret protection or the work product doctrine or (iii) information that, in Bankrate’s reasonable opinion, would result in a material breach of a contract to which Bankrate or any of its subsidiaries were bound as of July 2, 2017 and (4) any such investigation must be conducted in a manner so as not to unreasonably interfere with the normal business operations of Bankrate or its subsidiaries or otherwise result in any unreasonable burden with respect to the prompt and timely discharge of their respective employees’ normal duties, provided that Bankrate will use its reasonable best efforts to allow for any access or disclosure in a manner that does not result in the effects in clauses (i)-(iii), including by making appropriate substitute arrangements. In addition, Bankrate and Red Ventures are required to promptly notify the other (1) of any notice or communication received from any governmental entity in connection with the transactions contemplated by the merger agreement or from any person alleging that such person’s consent is or may be required in connection with the transactions contemplated by the merger agreement, if such communication or failure to obtain such consent would reasonably be expected to be material to Bankrate, the surviving corporation or Red Ventures, (ii) of any actions commenced against such Bankrate, Red Ventures or any of their affiliates in connection with, arising from or relating to the merger agreement or the transactions contemplated by the merger agreement or (iii) if Bankrate or Red Ventures becomes aware of the occurrence or non-occurrence of any event that, individually or in the aggregate, would reasonably be expected to cause any condition to the merger or the transactions contemplated by the merger agreement not to be satisfied.

Acquisition Proposals; No Solicitation

Except as permitted by the merger agreement, the Company must not, and must cause its subsidiaries and its and its subsidiaries’ directors, officers and employees not to, and must use its reasonable best efforts to cause its and its subsidiaries’ affiliates and other representatives not to, directly or indirectly:

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Pursuant to the merger agreement, an “acquisition proposal” means any inquiry, proposal or offer from any person (other than Red Ventures, its subsidiaries) relating to, in a single transaction or series of transactions:

Existing Discussions or Negotiations

Pursuant to the merger agreement, Bankrate has agreed to, and to cause its subsidiaries and its and its subsidiaries’ directors, officers and employees to, and to instruct its affiliates and other representatives to, (1) immediately cease all solicitations, discussions and negotiations with any other persons that were ongoing with respect to an acquisition proposal as of July 2, 2017 and request that each such person promptly return or destroy all confidential information furnished to such person by or on behalf of Bankrate in connection with any acquisition proposal and (2) not terminate, amend, release or modify any provision of any standstill agreement to which Bankrate or any of its subsidiaries is a party, except that Bankrate may grant a limited waiver, amendment or release under any confidentiality or standstill agreement to the extent necessary to allow for a confidential acquisition proposal to be made to Bankrate or Bankrate’s board of directors as long as Bankrate promptly (and in any event within 24 hours thereafter) notifies Red Venture thereof (including the identity of such counterparty (except to the extent prohibited by any contract in effect as of July 2, 2017)) after granting such limited waiver, amendment or release as provided below.

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Receipt of Acquisition Proposals

Notwithstanding certain provisions of the merger agreement described above, at any time following July 2, 2017 and prior to the time the company stockholder approval is obtained, if Bankrate receives a written, unsolicited, bona fide acquisition proposal that did not result from a breach of the provisions of the merger agreement described above, then Bankrate and its representatives may contact in writing the person or group of persons making the written acquisition proposal to request clarification of the terms and conditions thereof so as to determine whether it constitutes or could reasonably be expected to result in a superior proposal (as defined below) and, if the Bankrate board of directors determines in good faith after consultation (1) with its financial advisor and outside legal counsel that the acquisition proposal constitutes, or would reasonably be expected to result in, a superior proposal and (2) with its outside legal counsel that failure to take the actions described below would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law, then Bankrate and its representatives may:

Pursuant to the merger agreement, a “superior proposal” means a bona fide written acquisition proposal that the Bankrate board of directors has determined in its good faith judgment, after consultation with its financial advisor and outside legal counsel, and taking into consideration all legal, financial, regulatory, timing and other aspects and risks of the proposal (including required conditions) and the person making the proposal would result, if consummated, in a transaction that is more favorable to Bankrate’s stockholders from a financial point of view than the transactions contemplated by the merger agreement (including, if applicable, any revisions to the merger agreement made or proposed in writing by Red Ventures pursuant to the merger agreement); provided, that for purposes of the definition of “superior proposal,” the references to “20%” and “80%” in the definition of acquisition proposal will be deemed to be references to “50%.”

Change in Board Recommendation

The Bankrate board of directors has unanimously recommended that Bankrate stockholders vote “ FOR ” the proposal to adopt the merger agreement.

Except as expressly permitted by the merger agreement, neither the Bankrate board of directors (nor any committee thereof) may:

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The actions described in the bullet points above are referred to in this proxy statement as a “change of recommendation,” except that any “stop-look-and-listen” or similar communication described below or the failure by the Bankrate board of directors to take a position with respect to an acquisition proposal referred to in the fifth bullet point above or a tender offer or exchange offer referred to in the sixth bullet point above will not be deemed a change of recommendation if the communication is made or the position is taken prior to the tenth business day after the commencement of the tender offer or exchange offer or the public disclosure of the acquisition proposal, as applicable.

However, before the company stockholder approval is obtained, the Bankrate board of directors may (1) make a change of recommendation if the Bankrate board of directors has received an unsolicited, written bona fide acquisition proposal after July 2, 2017 that the Bankrate board of directors has determined in good faith, after consultation with its outside legal counsel and financial advisor, constitutes a superior proposal and did not result from a material breach by the Company of the provisions of the merger agreement described above, or (2) make a change of recommendation contemplated by the first and second bullet points above if, upon the occurrence of an intervening event (as defined below), the Bankrate board of directors has determined in good faith, after consultation with its outside legal counsel, that the failure to do so would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law, provided that:

Any amendment to the financial terms or any other material change to the terms of a superior proposal requires Bankrate to deliver a new notice of change of recommendation and to comply with the requirements in

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the bullets above, provided that the subsequent notice period will only be two business days instead of three business days.

Under the merger agreement, an “intervening event” means a material event, development or change in circumstances with respect to Bankrate and its subsidiaries, taken as a whole, that occurred or arose after July 2, 2017, which was unknown to, nor reasonably foreseeable by, the Bankrate board of directors as of July 2, 2017 and becomes known to or by the Bankrate board of directors before the time stockholder approval is obtained, provided that the following do not constitute, and will not be considered in determining whether there has been, an intervening event: (1) the receipt, existence of or terms of an inquiry or acquisition proposal or any matter relating thereto or consequence thereof and (2) changes in the market price or trading volume of the shares of Bankrate or the fact that Bankrate meets or exceeds internal or published projections, budgets, forecasts or estimates of revenues, earnings or other financial results for any period (provided that the underlying causes of such change or fact will not be excluded by clause (2)).

The merger agreement does not prohibit Bankrate or the Bankrate board of directors (or any committee thereof) from (1) complying with its disclosure obligations under applicable law or the NYSE, including taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act (or any similar communication to stockholders) or (2) making any “stop, look and listen” communication to stockholders of Bankrate pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to stockholders, including any similar communication in response to an acquisition proposal that is not a tender offer or exchange offer), provided that (i) except as provided in the next sentence, any disclosure made as permitted under clause (1) (other than any “stop-look-and-listen” or similar communication) that relates to an acquisition proposal will be deemed a change of recommendation unless the Bankrate board of directors expressly publicly reaffirms the company recommendation in connection with such disclosure and (ii) neither Bankrate nor the Bankrate board of directors (nor any committee thereof) will be permitted to recommend any acquisition proposal (including that the Bankrate stockholders tender any securities in connection with any tender offer or exchange offer that is an acquisition proposal) or otherwise make a change of recommendation with respect thereto, except as permitted as described above. Any “stop-look-and-listen” or similar communication permitted under clause (2) above made prior to the tenth business day after the commencement of such tender or exchange offer (or, if earlier, no fewer than two business days prior to the date on which the stockholders meeting is scheduled to be held) will not constitute a change of recommendation or otherwise constitute a basis for Red Ventures to terminate the merger agreement.

Bankrate must promptly (and in any event within 24 hours) notify Red Ventures orally and in writing if any acquisition proposal or inquiry (including any request for non-public information in connection therewith) is received by Bankrate, any of its subsidiaries or any of its representatives, indicating (except to the extent prohibited by any contract in effect as of July 2, 2017) the identity of the person or group of persons making the acquisition proposal, inquiry or request and the material terms and conditions of any such acquisition proposal (including, if applicable, copies of any written inquiries and any proposed agreements related thereto), and thereafter must keep Red Ventures reasonably informed of the status and material terms of any such acquisition proposal inquiry or request (including any material amendments thereto). Bankrate must promptly (and in any event within 24 hours) notify Red Ventures orally and in writing (1) if Bankrate determines to begin providing non-public information or to engage in negotiations or discussions concerning an acquisition proposal and (2) thereafter of any change to the financial and other material terms and conditions of any acquisition proposal and otherwise keep Red Ventures reasonably informed of the status and material terms of any such inquiry, acquisition proposal, discussions or negotiations on a reasonably current basis, including by providing a copy of all proposals, offers or drafts of proposed agreements. Bankrate and its subsidiaries may not enter into any confidentiality or similar agreement that would prohibit them from providing such information to Red Ventures.

Bankrate Stockholders’ Meeting

Bankrate has agreed to take all action necessary to convene a meeting of the holders of Bankrate common stock (which meeting, together with any adjournment or postponement, is referred to in this proxy statement as

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the “Bankrate stockholders’ meeting”) as reasonably promptly as practicable after the SEC confirms that it has no further comments on this proxy statement, to consider and vote upon the adoption of the merger agreement and to cause such vote to be taken. Bankrate is not permitted to postpone or adjourn the Bankrate stockholders’ meeting without Red Ventures’ written consent (which may not be unreasonably withheld, conditioned or delayed), except if required by applicable law, and except that Bankrate may adjourn or postpone the Bankrate stockholders’ meeting to allow reasonable additional time to solicit additional proxies to the extent Bankrate reasonably believes necessary in order to obtain the company stockholder approval or to allow reasonable time additional for the filing and dissemination of any supplemental or amended disclosure and the review of such disclosure by the Company’s stockholders in advance of the Bankrate stockholders’ meeting to the extent so determined to be necessary, or in the absence of a quorum. However, unless agreed by Red Ventures, the Bankrate stockholders’ meeting will not be postponed or adjourned to a date that is more than 30 days after the date on which such meeting was originally scheduled.

Subject to the Bankrate board of directors’ right to make a change of recommendation, as described in the section of this proxy statement entitled “—  Change in Board Recommendation ,” the Bankrate board of directors must include the company recommendation in this proxy statement and must use its reasonable best efforts to obtain the company stockholder approval, including actively soliciting proxies in favor of the adoption of the merger agreement at the Bankrate stockholders’ meeting.

In the event that the Bankrate board of directors makes a change of recommendation, Bankrate will be required to submit the merger agreement to holders of Bankrate common stock to obtain the company stockholder approval at the Bankrate stockholders’ meeting unless the merger agreement is terminated in accordance with its terms. In addition, Bankrate is not permitted to submit to the vote of its stockholders any other acquisition proposal unless the merger agreement is terminated in accordance with its terms.

Financing and Financing Cooperation

Prior to the execution of the merger agreement, Red Ventures delivered to Bankrate (1) a copy of the fully executed debt commitment letter, pursuant to which each of Bank of America, Barclays, Citi, CS, Fifth Third, MUFG and PNC Bank have committed, upon the terms and subject to the conditions set forth therein, to lend Red Ventures $2.4 billion in connection with the financing of the amounts payable pursuant to the merger agreement and the transactions contemplated thereby and the refinancing of certain debt by Red Ventures (referred to in this proxy statement as the “debt financing”) and (2) a redacted copy of the related fee letter.

Red Ventures and Merger Sub have agreed to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the debt financing and any replacement financing on the terms and conditions described in the debt commitment letter or replacement financing documents, as applicable, as promptly as possible but in any event prior to the date upon which the merger is required to be completed pursuant to the terms of the merger agreement. Bankrate is required to use reasonable best efforts to provide, and to cause its subsidiaries and its and their representatives to provide, all cooperation reasonably requested by Red Ventures necessary and customary for the arrangement of the debt financing, subject to certain limitations.

Employee Matters

For a period of not less than 12 months following the closing date, Red Ventures will, or will cause its applicable subsidiary to, provide each employee of the Company and its subsidiaries who continues in employment with Red Ventures, the surviving corporation or their subsidiaries following the effective time with (1) a base salary or regular hourly wage (whichever is applicable) no lower than that in effect for the applicable continuing employee as of immediately prior to the effective time, (2) an annual target cash incentive compensation opportunity that is no less favorable than the annual target cash incentive compensation opportunity in effect for the applicable continuing employee as of immediately prior to the effective time, and

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(3) other compensation opportunities and employee benefits that are, in each case, no less favorable in the aggregate than the other compensation opportunities and employee benefits, respectively, provided to the applicable continuing employee as of immediately prior to the effective time; however, the surviving corporation may provide cash incentive compensation opportunities in lieu of equity compensation awards. Red Ventures has also agreed that, during the 12-month period following the closing date, the surviving corporation will provide each continuing employee whose employment is terminated by Red Ventures or one of its subsidiaries with severance in amounts and on terms and conditions that are no less favorable than the severance protections provided to each such continuing employee under the applicable Company benefit plans as of July 2, 2017 (or, if greater, those applicable to similarly situated employees of Red Ventures).

Under the merger agreement, Red Ventures will cause the employee benefit plans of Red Ventures and its subsidiaries in which the continuing employees are entitled to participate after the closing date to take into account for purposes of eligibility, vesting and benefit accruals (other than benefit accruals under any defined benefit pension plan, for purposes of any retiree medical or retiree life insurance plan, or as would result in a duplication of benefits), service prior to the effective time by such employees to the Company and its subsidiaries (and any predecessors) as if such service were with Red Ventures or its subsidiaries. In addition, with respect to any employee benefit plans maintained by Red Ventures and its subsidiaries for the benefit of the continuing employees following the closing date, Red Ventures will, and will cause its subsidiaries to, (1) waive any eligibility requirements or pre-existing condition limitations or waiting period requirements with respect to any such plan providing medical, dental, pharmaceutical or vision benefits to any continuing employee to the same extent waived under the analogous Company benefit plan prior to the closing date, and (2) give effect, in determining any deductible, co-insurance and maximum out-of-pocket limitations, to any eligible expenses paid by such employees during the calendar year in which the effective time occurs under analogous Company benefit plans.

The merger agreement also provides that, immediately prior to the effective time, the Company will pay to each employee of the Company who is employed as of immediately prior to the effective time and who is then participating in any bonus plans or incentive plans maintained by the Company with respect to the Company’s fiscal year during which the closing occurs a prorated bonus for the period from the beginning of such fiscal year through the closing date equal to the greater of (1) such employee’s bonus entitlement for such period based on the actual level of achievement of the applicable performance goals for the period beginning on the first day of such fiscal year and ending as of the end of the month immediately preceding the month in which the effective time occurs (excluding costs relating to the merger, as applicable), as determined by the Bankrate board of directors in its sole discretion, and (2) such employee’s target bonus entitlement. The surviving corporation will also establish bonus plans or incentive plans with respect to the remainder of the fiscal year in which the effective time occurs on terms consistent with the merger agreement.

Efforts to Complete the Merger

Bankrate and Red Ventures have agreed to, and to cause their respective subsidiaries to, each use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other in doing all things necessary, proper or advisable under the merger agreement or applicable law or otherwise complete and make effective the transactions contemplated by the merger agreement as soon as practicable, including to (1) obtain from any governmental entities and any third parties any actions, non-actions, clearances, waivers, consents, approvals, expirations or terminations of waiting periods, permits or orders required to be obtained by Bankrate, Red Ventures or any of their respective affiliates in connection with the authorization, execution, delivery and performance of the merger agreement and the completion of the transactions contemplated by the merger agreement, (2) make all registrations, filings, notifications or submissions which are necessary or advisable with respect to the merger and merger agreement under (i) any applicable federal or state securities law, (ii) the HSR Act and any other applicable regulatory law and (iii) any other applicable law, (3) defend against any lawsuits or other legal proceedings, whether judicial or administrative, challenging the merger agreement or the completion of the merger and the other transactions

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contemplated by the merger agreement and (4) execute and deliver any additional instruments necessary to complete the transactions contemplated by the merger agreement. However, Bankrate and its subsidiaries will not be required to pay prior to the effective time any fee, penalty or other consideration to any third party to obtain consent or approval required for the completion of the merger under any contract. Further, without Red Ventures’ prior written consent, neither Bankrate nor its subsidiaries may pay or commit to pay any third party (other than fees for the filings described in clause (2) above) whose consent or approval is being solicited any amount of cash or other consideration, or make any commitment or incur any liability or other obligation in connection therewith.

Bankrate, Red Ventures and Merger Sub must (1) subject to any restrictions under any regulatory law, promptly notify each other of any communication to that party from any governmental entity with respect to the merger agreement and the transactions and other agreements contemplated by the merger agreement and permit the other parties to review in advance any proposed substantive communication to any governmental entity, (2) unless required by applicable law, not agree to participate in any meeting or teleconference with any governmental entity in respect of any filing, investigation or other inquiry with respect to the merger agreement and the transactions and other agreements contemplated by the merger agreement unless it consults with the other parties in advance and, to the extent permitted by such governmental entity, gives the other parties the opportunity to attend and participate thereat, (3) subject to any restrictions under any regulatory law, furnish the other parties with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its subsidiaries and their respective representatives on the one hand, and any governmental entity or members of its staff on the other hand, with respect to the merger agreement and the transactions and other agreements contemplated by the merger agreement (excluding documents and communications subject to the attorney client privilege or other privilege or trade secret protection or the work product doctrine), and (4) furnish the other parties with such necessary information and reasonable assistance as such other parties may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any governmental entity in connection with the merger agreement and the transactions and other agreements contemplated by the merger agreement, including any filings necessary or appropriate under the provisions of any regulatory law; provided that Bankrate, Red Ventures and Merger Sub may each reasonably designate competitively sensitive material as “outside counsel only material.” Materials provided to the other party or its counsel pursuant to the foregoing may be redacted to remove references concerning the valuation of Bankrate, privileged communications or other competitively sensitive material.

Antitrust Matters

Bankrate, Red Ventures and Merger Sub have agreed to make, or cause to be made, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by the merger agreement as promptly as practicable after July 2, 2017 (and in any event, within 15 business days), and to make, or cause to be made, all filings and authorizations, if any, required under any other applicable regulatory law as promptly as reasonably practicable any additional information and documentary material that may be requested by a governmental entity pursuant to any regulatory law. In furtherance of the foregoing, Bankrate, Red Ventures and Merger Sub must request and use reasonable best efforts to obtain early termination of the waiting period under the HSR Act, and no party may agree to extend any waiting period under any regulatory law applicable to, or commit not to complete any of the transactions contemplated by, the merger agreement without the prior written consent of all other parties to the merger agreement.

Bankrate and Red Ventures must, and must cause their respective subsidiaries to, each use its reasonable best efforts to resolve any objections that may be asserted with respect to the transactions contemplated under the merger agreement under any regulatory law. If any action, including any action by a private party, is instituted (or threatened to be instituted) challenging the transactions contemplated by the merger agreement as violative of any regulatory law, Bankrate and Red Ventures must, and must cause their respective subsidiaries to, cooperate in all respects and use its reasonable best efforts to contest and resist any such action and have vacated, lifted, reversed or overturned any order (whether temporary, preliminary or permanent) that is in effect and that

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restricts, prevents or prohibits completion of the transactions contemplated by the merger agreement, including by pursuing all reasonable avenues of administrative and judicial appeal. Bankrate and Red Ventures must, and must cause their respective subsidiaries to, (1) negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of Red Ventures or any of its subsidiaries, or of Bankrate or any of its subsidiaries, and (2) otherwise take or commit to take any actions that after the closing date limit Red Ventures’ or its subsidiaries’ (including the surviving corporation’s) freedom of action with respect to, or its ability to retain, one or more businesses, product lines or assets of Red Ventures or any of its subsidiaries (including the surviving corporation), in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any order which would otherwise have the effect of preventing the closing, materially delaying the closing or delaying the closing beyond the termination date. However, Bankrate and its subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, if such action, commitment, agreement, condition or restriction is binding on Bankrate and its subsidiaries only in the event the closing occurs.

Indemnification and Insurance

Red Ventures must cause the surviving corporation to, and the surviving corporation must, (1) indemnify and hold harmless, to the fullest extent permitted under applicable law, each present and former director and officer of Bankrate and its subsidiaries and each fiduciary of a company benefit plan (collectively referred to in this proxy statement, together with such person’s heirs, executors or administrators, as the “indemnified parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement incurred in connection with any actual or threatened action, whether civil, criminal, administrative or investigative, arising out of, related to or in connection with any action or omission occurring or alleged to have occurred whether before or at the effective time (including in connection with such indemnified parties’ service as a director or officer of the company or any of its subsidiaries or a fiduciary of a company benefit plan), whether asserted or claimed prior to, at or after the effective time, including, in connection with (1) the transactions contemplated by the merger agreement and (2) actions to enforce the provision of the merger agreement described here or any other indemnification, exculpation or advancement right of any indemnified party. For a period of six years from and after the effective time, Red Ventures is required to cause, unless otherwise required by applicable law, the certificate of incorporation and bylaws of the surviving corporation to contain provisions no less favorable to the indemnified parties with respect to limitation of liabilities of directors and officers and indemnification than those set forth as of July 2, 2017 in the certificate of incorporation and bylaws of Bankrate, and not to amend, repeal or otherwise modify those provisions in a manner that would adversely affect the rights of the indemnified parties. In addition, from and after the effective time, each of Red Ventures and the surviving corporation must advance costs and expenses (including attorneys’ fees) as incurred by any indemnified party promptly (and in any event within 10 days after receipt by Red Ventures of a written request for such advance to the fullest extent permitted under applicable law, provided that any person to whom expenses are advanced provides an undertaking to repay the advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification.

In addition, prior to the effective time, Bankrate must obtain (and, following the effective time, the surviving corporation must, and Red Ventures must cause the surviving corporation to, maintain with reputable and financially sound carriers) and fully pre-pay the premium for the extension of (1) the directors’ and officers’ liability coverage of Bankrate’s existing directors’ and officers’ insurance policies and (2) Bankrate’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period (whichever is greater) of six years from and after the effective time with respect to any claim arising from facts or events that existed or occurred at or prior to the effective time (referred to in this proxy statement as “D&O insurance”) with terms, conditions, retentions, coverage limits and limits of liability that are at least as favorable as the coverage provided under Bankrate’s existing policies in effect on July 2, 2017. In lieu of the foregoing, at Red Ventures’ election and in its sole discretion, the surviving corporation may, and Red Ventures will cause the surviving corporation to, purchase comparable D&O insurance for such six-year period with terms, conditions, retentions and limits of liability that are at least as favorable as the coverage provided under Bankrate’s existing policies as

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of July 2, 2017. In no event will Bankrate or the surviving corporation be required to expend for any such policies pursuant to the foregoing an annual premium amount in excess of 300% of the current aggregate annual premium paid by Bankrate for such insurance and, if the annual premiums of such insurance coverage exceeds such maximum amount, Bankrate or the surviving corporation will obtain a policy with the greatest coverage available for such maximum amount.

Coordination on Transaction Litigation

Bankrate and Red Ventures have agreed, subject to the preservation of attorney-client or other applicable privilege and the provisions of the merger agreement governing the use and disclosure of confidential information, to keep the other party reasonably informed on a current basis with respect to any actions commenced against it or any of its affiliates arising from or relating to the merger agreement or the transactions contemplated by the merger agreement (referred to in this proxy statement as “transaction litigation”), to reasonably consult with the other party and give consideration to the other’s advice regarding transaction litigation, and to give the other party the opportunity to participate in the defense, settlement or prosecution of any transaction litigation, provided that the Company will in any event control any such defense, settlement or prosecution. Bankrate and Red Ventures have agreed not to settle any transaction litigation without the written consent of the other party (which may not be unreasonably withheld, conditioned or delayed).

Other Covenants and Agreements

The merger agreement also contains additional covenants, including covenants relating to (1) the filing of this proxy statement, (2) the termination of Bankrate’s commitments under its credit agreement and the discharge of its existing notes, (3) public announcements with respect to the transactions contemplated by the merger agreement, (4) other actions related to takeover statutes and reporting requirements under Section 16 of the Exchange Act and (5) the conduct prior to the effective time of Red Ventures and Merger Sub.

Conditions to Completion of the Merger

Each party’s obligation to complete the merger is subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

The respective obligations of Red Ventures and Merger Sub to complete the merger are subject to the satisfaction or waiver by Red Ventures at or prior to the effective time of the following additional conditions:

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The obligation of the Company to complete the merger is subject to the satisfaction or waiver by the Company at or prior to the effective time of the following additional conditions:

No party may rely, either as a basis for not completing the merger or any of the other transactions contemplated by the merger agreement or terminating the merger agreement and abandoning the merger, on the failure of a condition set forth in the merger agreement to be satisfied if such failure was caused by such party’s failure to act in good faith or to use the efforts to cause the closing to occur as required by the merger agreement.

Termination

The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time in the following circumstances:

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Company Termination Fee

Bankrate will pay Red Ventures the company termination fee in an amount equal to $37,675,000 in the following circumstances:

(1) the merger agreement is terminated by (i) either Bankrate or Red Ventures because the merger has not been completed on or before the termination date or because the company stockholder approval has not been obtained or (ii) Red Ventures as a result of a breach by Bankrate of any representation, warranty, covenant or agreement in the merger agreement, which breach (x) gives rise to the failure of a condition to the obligations of Red Ventures and Merger Sub to complete the merger related to Bankrate’s representations, warranties, covenants and agreements in the

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merger agreement and (y) is either not curable before the termination date or is not cured within 30 business days following receipt of written notice from Red Ventures of such breach or any shorter period of time that remains between the date of such notice and the day prior to the termination date, and in each case at the time of the termination, the company stockholder approval has not been obtained, and

(2) an acquisition proposal has been made to Bankrate’s management or the Bankrate board of directors (or any committee thereof) after the date of the merger agreement and prior to the Bankrate stockholders’ meeting and has not been withdrawn (in the case of clause (1)(i), at least two business days prior to the Bankrate stockholders’ meeting, and in the case of clause (1)(ii), prior to the breach that forms the basis of the termination), and

(3) within 12 months after the termination, Bankrate completes an acquisition proposal or enters into a definitive agreement for an acquisition proposal that is subsequently completed (even if after such 12-month period)

(provided that, for purposes of the provision referred to in this bullet point, the references to “20%” and “80%” in the definition of “acquisition proposal” are deemed to be references to “50%”); or

In no event will Bankrate be required to pay the company termination fee on more than one occasion or be subject to monetary damages for a willful and material breach by Bankrate of its obligations under the merger agreement in an amount in excess of $87,909,000 (referred to in this proxy statement as the “company damage cap”) in the aggregate (including any payment of the company termination fee). In addition, in no event will Red Ventures be entitled to (1) both payment of monetary damages and the company termination fee in a combined amount in excess of the company damage cap or (2) both payment of any monetary damages or the company termination fee and a grant of specific performance of the merger agreement or any other equitable remedy against Bankrate that results in the closing of the merger.

Parent Termination Fee

Red Ventures will pay Bankrate the parent termination fee in an amount equal to $87,909,000 if the merger agreement is terminated by Bankrate because the marketing period has ended and all of the conditions to the obligation of Red Ventures to complete the merger have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the merger, each of which is capable of being satisfied if the closing date were the date of such termination), Red Ventures does not complete the merger on or prior to the day the closing is required to occur pursuant to the merger agreement and Bankrate has irrevocably confirmed in writing to Red Ventures that it is ready, willing and able to complete the merger and Red Ventures fails to complete the merger within three business days following delivery of such confirmation.

In no event will Red Ventures be obligated to pay the parent termination fee on more than one occasion or be subject to monetary damages for a willful and material breach by Red Ventures or Merger Sub of their obligations under the merger agreement in an amount in excess of the parent termination fee in the aggregate. In addition, in no event will Bankrate be entitled to (1) both payment of monetary damages and the parent termination fee, or (2) both payment of any monetary damages or the parent termination fee and a grant of specific performance of the merger agreement or any other equitable remedy against Red Ventures or Merger Sub that results in the closing of the merger.

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Limitation on Remedies

In the event of the termination of the merger agreement and the abandonment of the merger in accordance with the provisions described in the section of this proxy statement entitled “—  Termination ,” the merger agreement will become void and of no effect with no liability to any person on the part of Bankrate, Red Ventures or Merger Sub or their respective affiliates, directors, officers, employees or stockholders, except that no such termination shall relieve (1) Bankrate of any liability to pay the company termination fee or Red Ventures of any liability to pay the parent termination fee, in each case to the extent required pursuant to the merger agreement, or (2) Bankrate, Red Ventures or Merger Sub of any liability for any willful and material breach of the merger agreement prior to such termination. In addition, certain sections of the merger agreement, including sections relating to termination, termination fees and expenses, will survive termination.

Expenses

Except as otherwise provided in the merger agreement, whether or not the merger is completed, all costs and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring such expense.

Amendment and Modification

Subject to the provisions of applicable law, at any time prior to the effective time, the merger agreement may be amended, modified or waived if the amendment, modification or waiver is in writing and signed, in the case of an amendment or modification, by Red Ventures, Merger Sub and Bankrate, or in the case of a waiver, by the party against whom the waiver is to be effective, except that (1) after receipt of the company stockholder approval, no amendment may be made which by applicable law requires further approval by the holders of Bankrate common stock without obtaining that further approval and (2) to the extent any modification, waiver or termination of certain provisions in the merger agreement relating to financing is sought that would be materially adverse to any lender under the debt commitment letter or any of its representatives, the prior written consent of the applicable lender will be required.

Jurisdiction; Specific Enforcement

Under the merger agreement, each of the parties has agreed that it will bring any action or proceeding in respect of any claim arising out of or relating to the merger agreement or the transactions contemplated by the merger agreement exclusively in the Court of Chancery of the State of Delaware or, if that court does not have jurisdiction, another federal or state court located in the State of Delaware. However, each of the parties has agreed that it will not bring or support any action or claim against the commitment parties or their representatives arising out of or relating to the merger agreement or any of the transactions contemplated by the merger agreement in any forum other than any state or federal court sitting in the Borough of Manhattan in the City of New York.

Each of the parties has agreed that if for any reason any of the provisions of the merger agreement are not performed in accordance with their specific terms or are otherwise breached or threatened to be breached, irreparable damage would occur for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other available remedies a party may have in equity or at law, each party will be entitled to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement. Pursuant to the merger agreement, each of the parties has agreed that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that there is adequate remedy at law or that an award of specific performance is not an appropriate remedy. Notwithstanding the foregoing, Bankrate will be entitled to specific performance or any other equitable remedy to cause Red Ventures or Merger Sub to complete the merger only if all of the conditions to Red Ventures’ obligation to effect the merger (set forth in sections 6.1 and 6.2 of

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the merger agreement) have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the merger, provided that those conditions would be satisfied if the closing were on such date), Red Ventures’ debt financing has been funded or would be funded following delivery of a drawdown notice by Red Ventures, and the Company has confirmed in writing to Red Ventures that if specific performance is granted and the debt financing is funded, the closing of the merger will occur.

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