WEB Web.Com Grp., Inc. (delisted)

PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
October 10, 2018

        This proxy statement is being furnished in connection with the solicitation by the Board of Directors (the "Company Board") of Web.com Group, Inc., a Delaware corporation ("Web.com," the "Company," "we," "us" or "our") of proxies to be voted at the special meeting of stockholders (the "Special Meeting") to be held on October 10, 2018 at 10:30 a.m., Eastern Time, at 12808 Gran Bay Parkway West, Jacksonville, Florida 32258 and at any continuation, postponement or adjournment of the Special Meeting. Holders of record of shares of our common stock, $0.001 par value per share (the "Company Common Stock"), at the close of business on August 30, 2018 (the "record date"), will be entitled to notice of and to vote at the Special Meeting and any continuation, postponement, or adjournment of the Special Meeting. As of the record date, there were approximately 50,220,900 shares of the Company Common Stock entitled to vote at the Special Meeting. Each share of the Company Common Stock is entitled to one vote on any matter presented to stockholders at the Special Meeting. This proxy statement, together with the enclosed form of proxy card, is first being mailed to stockholders of the Company on or about September 7, 2018.

PROPOSALS

        At the Special Meeting, our stockholders will be asked:

•

To consider and vote on a proposal to adopt the Amended and Restated Agreement and Plan of Merger, dated August 5, 2018, by and among the Company, Parker Private Holdings II, LLC, a Delaware limited liability company ("Parent"), Parker Private Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), as it may be amended from time to time (as so amended, the "Merger Agreement"), and approve the transactions contemplated thereby, including the merger of Merger Sub with and into Web.com (the "Merger"), with Web.com continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger Proposal");



•

To consider and vote on a proposal to approve, on an advisory non-binding basis, the compensation that may be paid or become payable to Web.com's named executive officers in connection with the Merger (the "Executive Compensation Proposal"); and



•

To consider and vote on a proposal to approve the adjournment or postponement of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting (the "Adjournment Proposal").

        In addition, we will consider the transaction of any other business properly brought at the Special Meeting or any adjournment or postponement thereof. We know of no other business that will be presented at the Special Meeting. If any other matter properly comes before the stockholders for a vote at the Special Meeting, however, the proxy holders named on the Company's proxy card will vote your shares in accordance with their best judgment.

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INFORMATION ABOUT THIS PROXY STATEMENT

        Why you received this proxy statement.     You received these proxy materials because the Company Board is soliciting your proxy to vote your shares at the Special Meeting. As a stockholder, you are invited to participate in the Special Meeting and to vote on the proposals described in this proxy statement. This proxy statement includes information that we are required to provide to you under the rules of the United States Securities and Exchange Commission (the "SEC") and that is designed to assist you in voting your shares.

        Householding.     The SEC's rules permit us to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as "householding" and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. Alternatively, stockholders sharing an address who are receiving multiple copies of the proxy materials may request to receive a single copy of such materials in the future. Instructions for making these requests are provided below under " Questions and Answers about the Special Meeting and Merger ."

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

         The following questions and answers are intended to briefly address some commonly asked questions you may have regarding the Special Meeting, the Merger Agreement and the transactions contemplated thereby, including the Merger. These questions and answers may not address all questions that may be important to you as a stockholder of Web.com. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents incorporated by reference or referred to in this proxy statement, which you should read carefully and in their entirety.

Q:

Why am I receiving these proxy materials?

A:

You are receiving these proxy materials because you own shares of the Company Common Stock. This proxy statement describes matters on which we urge you to vote and is intended to assist you in deciding how to vote your shares of Common Stock with respect to such matters. On August 5, 2018, Web.com entered into the Merger Agreement with Parent and Merger Sub. The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Web.com, with Web.com continuing as the surviving corporation and a wholly owned subsidiary of Parent. Web.com is holding the Special Meeting to obtain stockholder approval of the Merger Proposal, the Executive Compensation Proposal and the Adjournment Proposal. We cannot complete the Merger and the other transactions contemplated by the Merger Agreement unless the Merger Proposal is approved by the affirmative vote of the holders of a majority of the shares of our Common Stock outstanding and entitled to vote as of the close of business on the record date.

This proxy statement includes important information about the Merger and the Special Meeting. Web.com stockholders should read this information carefully and in its entirety. A copy of the Merger Agreement is attached as Annex A to this proxy statement.

Your vote is very important—we urge you to submit your proxy as soon as possible. Please follow the instructions set forth on the enclosed proxy card (or voting instruction form provided by the record holder if your shares are held in the name of a bank, broker or other nominee).

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Q:

When and where is the Special Meeting?

A:

The Special Meeting will be held at the Company's offices at 12808 Gran Bay Parkway West, Jacksonville, Florida 32258 on October 10, 2018, at 10:30 a.m., Eastern Time.

Q:

Who may attend and vote at the Special Meeting?

A:

Only holders of the Company Common Stock as of the record date for the Special Meeting, which is August 30, 2018, are entitled to receive notice of, attend the Special Meeting or any adjournment or postponement thereof and vote at the Special Meeting. You are entitled to attend the Special Meeting only if you were a stockholder as of close of business on August 30, 2018, or hold a valid proxy for the Special Meeting or are a beneficial owner holding a legal proxy from a record holder.

Q:

What will happen to Web.com as a result of the Merger?

A:

If the Merger is completed, we will become a wholly-owned subsidiary of Parent.

Q:

What will happen to my shares of the Company Common Stock after the Merger?

A:

Upon completion of the Merger, each outstanding share of the Company Common Stock will automatically be cancelled and will be converted into the right to receive $28.00 in cash, without interest and subject to any applicable withholding taxes (the "Merger Consideration") . This does not apply to shares of the Company Common Stock held by any Web.com stockholders who have properly perfected their appraisal rights under Delaware law (as more fully described below under the heading " The Merger—Appraisal Rights " beginning on page 58 of this proxy statement).

Q:

Will I own any shares of the Company Common Stock after the Merger?

A:

No. You will be paid cash for any shares of the Company Common Stock you own subject to proper execution and delivery of a letter of transmittal and related documents to be provided by Web.com.

Q:

Will I own any shares of Merger Sub common stock after the Merger?

A:

No. You will not be issued any shares of Merger Sub common stock, or any other interest in Merger Sub, as a result of the Merger.

Q:

How does the Merger Consideration compare to the market price of the Company Common Stock prior to announcement of the Merger?

A:

The Merger Consideration represents a premium of approximately 20.7% over the closing price of the Company Common Stock on June 20, 2018, the last trading day prior to the public announcement of the execution of the original merger agreement that was signed on June 20, 2018, and a premium of approximately 35.8% over the volume-weighted average closing price of a share of the Company Common Stock during the thirty days ended June 20, 2018.

Q:

What happens to Web.com stock options in the Merger?

A:

As of immediately prior to the effective time of the Merger (the "Effective Time"), and conditioned upon the occurrence of the Effective Time, and subject to the payments described in the next sentence, all outstanding unvested options to purchase the Company Common Stock will become fully vested and exercisable and to the extent not exercised prior to the Effective Time all outstanding options to purchase the Company Common Stock will be cancelled in the Merger. At the effective time of the Merger or as soon as practicable thereafter (but in no event later than three business days thereafter), each holder of an option to purchase the Company Common Stock will, with respect to each share of the Company Common Stock subject to such option, receive an amount of cash per

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share equal to the excess, if any, of $28.00 over the exercise price per share of such stock option, without any interest thereon and subject to all applicable withholding taxes.

Q:

What happens to Web.com restricted stock in the Merger?

A:

As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, all outstanding shares of restricted stock of Web.com subject to time-based vesting restrictions shall become fully vested and nonforfeitable and shall be converted into the right to receive an amount of cash per share of restricted stock equal to $28.00, without any interest thereon and subject to all applicable withholding taxes. As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, all outstanding shares of restricted stock of Web.com subject to performance-based vesting restrictions will become fully vested and nonforfeitable based upon an assumed achievement of 100% of the target level of performance in each performance year remaining and each share of such restricted stock will be converted into the right to receive an amount of cash per share equal to $28.00, without any interest thereon and subject to all applicable withholding taxes.

Q:

What happens to Web.com restricted stock units in the Merger?

A:

As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, all unvested restricted stock units of Web.com subject to time-based vesting shall fully vest and any such outstanding restricted stock unit of Web.com will be cancelled at the Effective Time and, generally, at the Effective Time or as soon as practicable thereafter (but in no event later than ten business days thereafter), the holder will receive an amount of cash per share equal to $28.00, without any interest thereon and subject to all applicable withholding taxes. As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, all unvested restricted stock units of Web.com subject to performance-based vesting restrictions will become fully vested based upon an assumed achievement of 100% of the target level of performance in each performance year remaining and will be cancelled at the Effective Time and, generally at the Effective Time or as soon as practicable thereafter (but in no event later than ten business days thereafter), the holder will receive an amount of cash per share equal to $28.00, without any interest thereon and subject to all applicable withholding taxes.

Q:

Will the Merger be taxable to me?

A:

Generally, yes. For U.S. federal income tax purposes, generally, subject to the more complete summary referenced in the next sentence, you will recognize a taxable gain or loss as a result of the Merger measured by the difference, if any, between the total amount of cash you receive in the Merger for your shares of the Company Common Stock and your aggregate adjusted tax basis in those shares. You should read " The Merger—Certain Material U.S. Federal Income Tax Consequences of the Merger " beginning on page 62 for a more complete summary of certain material U.S. federal income tax consequences of the Merger.

Q:

Does the Company Board recommend adoption of the Merger Agreement?

A:

Yes. The Company Board unanimously recommends that our stockholders vote " FOR " the adoption of the Merger Agreement and thereby approve the Merger. The Company Board considered many factors in deciding to recommend the adoption of the Merger Agreement and thereby approve the Merger. These factors are described in the section titled " The Merger—Reasons for the Recommendation of the Company Board " beginning on page 28.

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Q:

What vote of the stockholders is required to adopt the Merger Agreement?

A:

To adopt the Merger Agreement and thereby approve the Merger, stockholders of record as of August 30, 2018, holding a majority of the outstanding shares of the Company Common Stock must vote " FOR " the adoption of the Merger Agreement. There are 50,220,900 shares of the Company Common Stock entitled to be voted at the Special Meeting. The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote electronically at the Special Meeting will have the same effect as a vote " AGAINST " the Merger Proposal. If you hold your shares in "street name," the failure to instruct your bank, broker or other nominee on how to vote your shares of the Company Common Stock will result in a "broker non-vote" of such shares and will have the same effect as a vote " AGAINST " the Merger Proposal. Abstentions by you or your bank, broker or other nominee will have the same effect as a vote " AGAINST " the Merger Proposal.

Q:

What vote is required to approve the Executive Compensation proposal and the Adjournment Proposal?

A:

The affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Special Meeting is required to approve the Executive Compensation Proposal and the Adjournment Proposal. The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote electronically at the Special Meeting will not have an effect on the Executive Compensation Proposal or the Adjournment Proposal. If you hold your shares in "street name," the failure to instruct your bank, broker or other nominee on how to vote your shares will result in a broker non-vote and will not have an effect on the Executive Compensation Proposal or the Adjournment Proposal. Abstentions will not have an effect on the Executive Compensation Proposal or the Adjournment Proposal.

Q:

What is an abstention and how will abstentions be treated?

A:

An "abstention" represents a stockholder's affirmative choice to decline to vote on a proposal. Abstentions are counted as present and entitled to vote for purposes of determining a quorum at the Special Meeting. Abstentions by you or your bank, broker or other nominee will have the same effect as a vote " AGAINST " the Merger Proposal, but will not have an effect on the Executive Compensation Proposal or the Adjournment Proposal.

Q:

Am I entitled to appraisal rights?

A:

Yes. Under Delaware law, you have the right to seek appraisal of the fair value of your shares as determined by the Delaware Court of Chancery if the Merger is completed, but only if you submit a written demand for an appraisal before the vote on the Merger Agreement, do not vote in favor of adopting the Merger Agreement and comply with the Delaware law procedures explained in this proxy statement. Please see the discussion below beginning on page 58 for a detailed discussion. Annex D to this proxy statement contains a copy of the Delaware statute relating to stockholders' right of appraisal. Failure to follow all of the steps required by this statute will result in the loss of your appraisal rights. We encourage you to read these provisions carefully and in their entirety.

Q:

What do I need to do now?

A:

We urge you to read this proxy statement carefully, including its annexes, and consider how the Merger affects you. Then mail your completed, dated and signed proxy card in the enclosed return envelope or appoint a proxy over the Internet or by telephone as soon as possible so that your shares can be voted at the Special Meeting.

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Q:

What happens if I do not return a proxy card or otherwise appoint a proxy?

A:

The failure to return your proxy card (or to appoint a proxy over the Internet or by telephone or to vote in person) will have the same effect as voting against adoption of the Merger Agreement.

Q:

May I vote in person?

A:

Yes. You may vote in person at the Special Meeting, rather than signing and returning your proxy card or appointing a proxy over the Internet or by telephone, if you own shares in your own name. However, we encourage you to return your signed proxy card, or appoint a proxy over the Internet or by telephone, to ensure that your shares are voted. You may also vote in person at the Special Meeting if your shares are held in "street name" through a broker or bank provided that you bring a legal proxy from your broker or bank and present it at the Special Meeting. You may also be asked to present photo identification for admittance.

Q:

May I vote over the Internet or by telephone?

A:

Yes. You may vote by appointing a proxy over the Internet or by telephone by following the instructions included in these materials.

Q:

How many votes do I have?

A:

Holders of record of the Company Common Stock at the close of business on August 30, 2018, are entitled to one vote per share at the Special Meeting on each proposal presented.

Q:

What is a quorum?

A:

A quorum will be present at the Special Meeting if a majority of the outstanding shares of the Company Common Stock are represented in person or by proxy at the Special Meeting. In the event that a quorum is not present at the Special Meeting, or there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal, we expect that the Special Meeting will be adjourned or postponed to solicit additional proxies.

Q:

May I revoke my proxy or change my vote after I have mailed my signed proxy card or otherwise appointed a proxy?

A:

Yes. You may change your vote at any time before the shares reflected on your proxy card (or with respect to which you have appointed a proxy over the Internet or by telephone) are voted at the Special Meeting. You can do this in one of four ways. First, you can send a written, dated notice to our corporate secretary stating that you would like to revoke your proxy. Second, you can complete, sign, date and submit a new proxy card. Third, you can submit a subsequent proxy over the Internet or by telephone. Fourth, you can attend the Special Meeting and vote in person. Your attendance alone will not revoke your proxy. If you have instructed a broker to vote your shares, you must follow the directions received from your broker to change your instructions.

Q:

If my shares are held in "street name" by my broker, will my broker vote my shares for me?

A:

Your broker will not vote your shares with respect to the adoption of the Merger Agreement without instructions from you. You should instruct your broker to vote your shares, following the procedure provided by your broker. Without instructions, your shares will not be voted with respect to the adoption of the Merger Agreement, which will have the same effect as voting against adoption of the Merger Agreement. In addition, your broker will not vote your shares with respect to the approval of the Merger-related compensation for Web.com's named executive officers or, if necessary, to adjourn

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or postpone the Special Meeting for the purposes of obtaining additional proxies to vote in favor of adopting the Merger Agreement.

Q:

Should I send in my stock certificates now?

A:

No. After the Merger is completed, you will receive written instructions for exchanging your shares of the Company Common Stock for the Merger Consideration of $28.00 in cash, without interest and subject to applicable withholding taxes, for each share of the Company Common Stock.

Q:

When do you expect the Merger to be completed?

A:

We are working toward completing the Merger in the fourth quarter of 2018; however, the Merger is subject to various closing conditions, including Web.com stockholder approval. We cannot assure you that all conditions to the Merger will be satisfied or, if satisfied, as to the date by which they will be satisfied.

Q:

When will I receive the Merger Consideration for my shares of the Company Common Stock?

A:

After the Merger is completed, you will receive written instructions, including a letter of transmittal, that explain how to exchange your shares for the Merger Consideration payable in the Merger. When you properly return and complete the required documentation described in the written instructions, you will receive from the paying representative a payment of the cash consideration for your shares.

Q:

Who can help answer my additional questions?

A:

If you would like additional copies, without charge, of this proxy statement or if you have additional questions about the Merger, including with respect to the procedures for voting your shares, you should contact us, as follows:

Web.com Group, Inc.
12808 Gran Bay Parkway West
Jacksonville, Florida 32258
Telephone: 1-904-680-6600

You may also contact our proxy solicitor, Georgeson LLC, at: web.com@georgeson.com or toll free at 1-888-613-3524.

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THE COMPANIES

Web.com Group, Inc.

        Web.com Group, Inc. provides a full range of Internet services to small businesses to help them compete and succeed online. Web.com meets the needs of small businesses anywhere along their lifecycle with affordable, subscription-based solutions including domains, hosting, website design and management, search engine optimization, online marketing campaigns, local sales leads, social media, mobile products and eCommerce solutions. Headquartered in Jacksonville, Florida, Web.com is a publicly traded company (NASDAQ: WEB) serving approximately 3.3 million customers, primarily in North America, with approximately 3,300 employees in North America, South America and the United Kingdom. Its executive offices are located at 12808 Gran Bay Parkway West, Jacksonville, Florida 32258. Its telephone number is 1-904-680-6600.

        Web.com was incorporated under the General Corporation Law of the State of Delaware on March 2, 1999 as Website Pros, Inc. We offered common stock to the public for the first time on November 1, 2005 as Website Pros (NASDAQ: WSPI) and began trading as Web.com (NASDAQ: WWWW) following our acquisition of the legacy Web.com business in September 2007. On November 9, 2015, the Company changed its trading symbol from WWWW to WEB, which continues to be traded on the Nasdaq.

Parker Private Holdings II, LLC

        Parker Private Holdings II, LLC, or Parent, was formed as a limited liability company under the laws of the state of Delaware and has not engaged in any business activity other than in connection with the Merger. Its executive offices are located at 601 Lexington Avenue, 59 ^th  Floor, New York, NY 10022. Its telephone number is (212) 231-0095. Parent is an affiliate of Siris Capital Group, LLC, a private equity firm.

Parker Private Merger Sub, Inc.

        Parker Private Merger Sub, Inc., or Merger Sub, is a direct wholly-owned subsidiary of Parent and has not engaged in any business activity other than in connection with the Merger. Merger Sub is incorporated under the laws of the state of Delaware. Merger Sub's executive offices are located at 601 Lexington Avenue, 59 ^th  Floor, New York, NY 10022. Merger Sub's telephone number is (212) 231-0095. Merger Sub is an affiliate of Siris Capital Group, LLC, a private equity firm.

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THE SPECIAL MEETING

        We are furnishing this proxy statement to you as part of the solicitation of proxies by the Company Board for use at the Special Meeting.

Date, Time and Place

        The Special Meeting will be held at 12808 Gran Bay Parkway West, Jacksonville, Florida 32258, at 10:30 a.m., Eastern Time, on October 10, 2018.

Purpose of the Special Meeting

        You will be asked at the Special Meeting to vote on the Merger Proposal. Based on its review, the Company Board has duly approved the Merger Agreement, the Merger and the other transactions contemplated thereby, determined that it is advisable and in the best interests of Web.com and its stockholders that Web.com enter into the Merger Agreement and consummate the Merger on the terms and subject to the conditions set forth in the Merger Agreement, directed that the Merger Agreement be submitted to a vote for adoption at the Special Meeting, and recommended that our stockholders adopt the Merger Proposal. You will also be asked to approve, on an advisory basis, the Executive Compensation Proposal and to vote on an Adjournment Proposal to adjourn or postpone, if necessary, the Special Meeting for the purpose of soliciting proxies to vote in favor of the Merger Proposal.

Record Date; Stock Entitled to Vote; Quorum

        Only holders of record of the Company Common Stock at the close of business on August 30, 2018, the record date, are entitled to notice of and to vote at the Special Meeting. At the close of business on the record date, 50,220,900 shares of the Company Common Stock were issued and outstanding and such shares were held by approximately 677 holders of record. A quorum will be present at the Special Meeting if a majority of the outstanding shares of the Company Common Stock entitled to vote are represented in person or by proxy at the Special Meeting. In the event that a quorum is not present at the Special Meeting, or there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal, we expect that the Special Meeting will be adjourned or postponed to solicit additional proxies. Holders of record of the Company Common Stock at the close of business on the record date are entitled to one vote per share at the Special Meeting on each proposal presented.

Vote Required

        The approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock at the close of business on the record date. If you abstain from voting or do not vote, either in person or by proxy, it will have the same effect as a vote against the adoption of the Merger Agreement. Broker non-votes will have the same effect as "against" votes with respect to Merger Proposal.

        The approval, on an advisory basis, of the Executive Compensation Proposal, requires the affirmative vote of the holders of a majority of the shares of the Company Common Stock present, in person or by proxy, and entitled to vote at the Special Meeting. If you abstain from voting, either in person or by proxy, on this matter, it will have the same effect as a vote against the approval of this matter. Broker non-votes will have no effect with respect to this matter.

        The Adjournment Proposal requires the approval of the holders of a majority of the shares of the Company Common Stock present, in person or by proxy, at the Special Meeting. If you abstain from voting, either in person or by proxy, on this matter, it will have the same effect as a vote against the approval of this matter. Broker non-votes will have no effect with respect to this matter.

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Voting of Proxies

        All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in the manner specified by the holders. Properly executed proxies that do not contain voting instructions will be voted " FOR " the adoption of the Merger Proposal, " FOR " approval, on an advisory basis, the Executive Compensation Proposal, and " FOR " approval of the Adjournment Proposal.

        To vote, please complete, sign, date and return the enclosed proxy card or, to vote by appointing a proxy over the Internet or by telephone, follow the instructions provided below. If you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person. If your shares are held in the name of your broker, bank or other nominee, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the Special Meeting.

        Shares of the Company Common Stock represented at the Special Meeting but not voted, including shares of the Company Common Stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the Special Meeting for purposes of determining the presence or absence of a quorum for the transaction of all business.

        Only shares that are affirmatively voted for the approval of the Merger Proposal, including properly executed proxies that do not contain specific voting instructions, will be counted in favor of that proposal. If you properly execute a proxy card, appoint a proxy over the Internet or by telephone or attend the Special Meeting in person, but abstain from voting on any of the proposals at the Special Meeting, it will (a) have the same effect as a vote "AGAINST" the Merger Proposal, (b) have the same effect as a vote "AGAINST" the Executive Compensation Proposal, and (c) have the same effect as a vote "AGAINST" the Adjournment Proposal. If you do not properly execute a proxy card, do not appoint a proxy over the Internet or by telephone and do not attend the Special Meeting in person, it will have the same effect as a vote "AGAINST" the Merger Proposal, and will have no effect on each of the Executive Compensation Proposal and the Adjournment Proposal. Brokers who hold shares in street name for customers have the authority to vote on "routine" proposals when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to approval of non-routine matters, such as the Merger Proposal and the Executive Compensation Proposal, and, as a result, absent specific instructions from the beneficial owner of such shares, brokers are not empowered to vote those shares, referred to generally as "broker non-votes." Broker non-votes, if any, will be treated as shares that are present at the Special Meeting for purposes of determining whether a quorum exists and will have the same effect as votes "AGAINST" the Merger Proposal, but will have no effect on the Executive Compensation Proposal, and the Adjournment Proposal.

        We do not expect that any matter other than the Merger Proposal, the Executive Compensation Proposal, and, if necessary, the Adjournment Proposal will be presented at the Special Meeting. If, however, any other matters are properly presented at the Special Meeting, the persons named as proxies will vote in accordance with their judgment as to matters that they believe to be in the best interests of our stockholders.

Voting over the Internet or by Telephone

        You may also grant a proxy to vote your shares over the Internet or by telephone. The laws of Delaware, under which we are incorporated, specifically permit electronically transmitted proxies, provided that each such proxy contains or is submitted with information from which the inspector of election can determine that such proxy was authorized by the stockholder.

        The Internet and telephone voting procedures described below are designed to authenticate stockholders' identities, to allow stockholders to grant a proxy to vote their shares and to confirm that stockholders' instructions have been recorded properly. Stockholders granting a proxy to vote over the

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Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which must be borne by the stockholder.

For Shares Registered in Your Name

        Stockholders of record may go to www.proxyvote.com to grant a proxy to vote their shares over the Internet. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. Any stockholder using a touch-tone telephone may also grant a proxy to vote shares by calling 1-800-690-6903 and following the recorded instructions.

For Shares Registered in the Name of a Broker or Bank

        If your shares are held in a brokerage account or by another nominee, such as a bank or trust, then such broker or other nominee is considered to be the stockholder of record with respect to your shares. However, you are still considered to be the beneficial owner of those shares, with your shares being held in "street name." Most beneficial owners whose stock is held in street name receive instructions for authorizing votes by the broker or other nominee.

        If your shares are held in street name, you may be eligible to vote your shares by telephone or through the Internet. A large number of banks and brokerage firms provide eligible stockholders the opportunity to vote in this manner. If your bank or brokerage firm allows for this, your voting form provided by your broker or other nominee will provide instructions for such alternative method of voting.

General Information for All Shares Voted over the Internet or by Telephone

        Votes submitted over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on October 9, 2018. Submitting your proxy over the Internet or by telephone will not affect your right to vote in person should you decide to attend the Special Meeting.

Revocability of Proxies

        The grant of a proxy on the enclosed proxy card or over the Internet or by telephone does not preclude a stockholder from voting in person at the Special Meeting. You may revoke your proxy at any time before the shares reflected on your proxy card (or with respect to which you have appointed a proxy over the Internet or by telephone) are voted at the Special Meeting by:

•

filing with our corporate secretary a properly executed and dated revocation of proxy;



•

submitting a properly completed, executed and dated proxy card to our corporate secretary bearing a later date;



•

submitting a subsequent vote over the Internet or by telephone; or



•

appearing at the Special Meeting and voting in person.

        Your attendance at the Special Meeting will not in and of itself constitute the revocation of a proxy. If you have instructed your broker to vote your shares, you must follow the directions received from your broker to change these instructions.

Solicitation of Proxies

        All proxy solicitation costs will be borne by us. In addition to solicitation by mail, our directors, officers, employees and agents may solicit proxies from stockholders by telephone or other electronic means or in person. We also may reimburse brokers and other custodians, nominees and fiduciaries for their expenses in sending these materials to you and getting your voting instructions. We have also retained

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the services of a paid solicitor, Georgeson LLC, to solicit proxies. We anticipate that the cost will be approximately $10,000 plus expenses and will be paid by Web.com.

        You should not send your stock certificates with your proxy card. A letter of transmittal with instructions for the surrender of the Company Common Stock certificates will be mailed to our stockholders as soon as practicable after completion of the Merger.

Delivery of this Proxy Statement to Multiple Stockholders with the Same Address

        The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address, if we believe the stockholders are members of the same family, by delivering a single proxy statement addressed to those stockholders. Each stockholder will continue to receive a separate proxy card or voting instruction card. This process, which is commonly referred to as "householding," is potentially more convenient for stockholders and more cost effective for companies since it reduces the volume of duplicate information.

        A number of brokers with account holders who are our stockholders will be "householding" our proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they will be "householding" communications to your address, "householding" will continue until you are notified otherwise or until you revoke your consent. If your household received a single proxy statement, but you would prefer to receive your own copy, please notify your broker and direct your written request to Web.com Group, Inc., Attention: Investor Relations, 12808 Gran Bay Parkway West, Jacksonville, Florida 32258, or contact our Investor Relations Department at 1-904-680-6600. If you would like to receive your own set of our proxy materials in the future, please contact your broker and Web.com Group, Inc. Investor Relations and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number. Conversely, if you and another person sharing your same address are receiving multiple copies of annual reports or proxy statements and you would like to request that you only receive one copy, please contact your broker and Web.com Group, Inc. Investor Relations and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.

Stockholder List

        A list of the Web.com stockholders entitled to vote at the Special Meeting will be available for inspection at our principal executive offices located at 12808 Gran Bay Parkway West, Jacksonville, Florida 32258, at least 10 days prior to the date of the Special Meeting and continuing through the Special Meeting for any purpose germane to the Special Meeting. The list will also be available at the Special Meeting for inspection by any stockholder present at the Special Meeting.

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        The high and low sales price per share for the Company Common Stock as reported by The Nasdaq Global Select Market on September 4, 2018, the latest practicable trading day before the filing of this proxy statement, were $28.00 and $27.90, respectively.

        As of August 30, 2018, the Company Common Stock was held of record by 677 stockholders.

        We have not declared or paid any cash dividends on our capital stock previously. Historically, we have retained earnings, if any, to support the development of our business. We do not expect to pay any cash or other dividends or distributions prior to the closing of the Merger, and any such dividend or distribution is prohibited by the Merger Agreement without the prior written consent of Parent.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        The statements contained in this proxy statement relating to the completion of the Merger and other future events are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements preceded by, followed by or that otherwise include the words "may," "believe," "expect," "anticipate," "intend," "estimate," "should," or similar expressions or variations on these expressions, are forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including risks relating to receiving the approval of a majority of our outstanding shares in favor of the Merger Proposal, satisfying other conditions to the completion of the Merger, and other matters. As a result, we caution readers not to place undue reliance on these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

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the inability to consummate the Merger within the contemplated time period, or at all, due to any reason, including the failure to obtain stockholder approval to approve the Merger Proposal or failure to satisfy the other conditions to the consummation of the Merger, which may adversely affect our business and the price of the Company Common Stock;



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the fact that our stockholders would forego the opportunity to realize the potential long-term value of the successful execution of our current strategy as an independent public company;



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the risk that the Merger Agreement may be terminated in circumstances requiring us to pay Parent a termination fee of $39.1 million;



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risks that the proposed Merger disrupts our current plans and operations or affects our ability to retain or recruit key employees;



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the effect of the announcement or pendency of the Merger on our business relationships (including, without limitation, customers and vendors), operating results and business generally;



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the amount of the costs, fees, expenses and charges related to the Merger Agreement or the Merger;



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risks related to diverting the attention of our management and employees from ongoing business operations;



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risks related to other business effects, including the effects of industry, market, economic, political or regulatory conditions, future exchange or interest rates or credit ratings, changes in tax laws, regulations, rates and policies or competitive development;



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the fact that under the terms of the Merger Agreement, we are generally unable to solicit other Acquisition Proposals during the pendency of the Merger; and



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the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against us and others.

        For other risk factors related to Web.com, please refer to our filings with the United States Securities and Exchange Commission (the "SEC") on Forms 10-K, 10-Q and 8-K. You can obtain copies of our Forms 10-K, 10-Q and 8-K and other filings for free at the Investor Relations section of our website at www.web.com , at the SEC website at www.sec.gov , or from commercial document retrieval services.

        We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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THE MERGER

The Merger

        The discussion under the sections of this proxy statement titled "The Merger" and "The Merger Agreement" summarizes the material terms of the Merger and the Merger Agreement. Although we believe that the description covers the material terms of the Merger and the Merger Agreement, this summary may not contain all of the information that is important to you. We urge you to read this proxy statement, the Merger Agreement and the other documents referred to herein carefully for a more complete understanding of the Merger and the Merger Agreement. The discussion of the Merger in this proxy statement is qualified in its entirety by reference to the Merger Agreement, which is attached as Annex A to this proxy statement and incorporated by reference into this proxy statement.

Merger Consideration

        Upon consummation of the Merger, at the effective time of the Merger (the "Effective Time"), by virtue of the Merger and without any further action on the part of Parent, Merger Sub or Web.com or their respective stockholders, each outstanding share of the Company Common Stock (excluding cancelled shares and Dissenting Shares), will be converted into the right to receive $28.00 in cash, without interest and subject to applicable withholding taxes, which we refer to as the Merger Consideration. From and after the Effective Time, each share of the Company Common Stock converted into the right to receive the Merger Consideration will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and each certificate that immediately prior to the Effective Time represented any such shares of the Company Common Stock or book-entry shares will thereafter cease to have any rights with respect to such securities other than the right to receive, upon surrender of such certificates and book-entry shares, the Merger Consideration for each share represented thereby. As described further under the section titled " The Merger Agreement—Payment for the Company Common Stock " of this proxy statement, prior to the Effective Time, Parent will deposit or cause to be deposited, with a reputable bank or trust company as payment agent, cash sufficient to pay the aggregate Merger Consideration payable to all of the holders of the Company Common Stock (including the Company Common Stock represented by book-entry shares) outstanding immediately prior to the Effective Time, other than any Dissenting Shares. As promptly as practicable following the Effective Time (but in no event more than the three business days following the Effective Time), the payment agent will mail to you a letter of transmittal instructing you to send your certificates or book-entry shares to the paying agent to receive the Merger Consideration for each share of the Company Common Stock represented by such certificates or book-entry shares.

        After the Merger is consummated, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a Web.com stockholder as a result of the Merger (except with respect to Dissenting Shares), nor will you be entitled to receive any shares in Parent or the surviving corporation.

Background of the Merger

        The Company Board, also referred to herein as "our board" or the "Company Board", and senior management of the Company, at the direction of the Company Board, over the years, as part of the Company's strategic planning process, reviewed the Company's near-term and long-term strategy, performance, positioning and operating prospects. As part of this process, the Company Board also regularly reviewed the competitive landscape of the Company's markets, including consolidation in the industry and the entry of new competitors and new competitive offerings from existing competitors. These reviews included, from time to time, consideration of potential strategic alternatives to enhance stockholder value, including a sale transaction.

        In February 2015, David Brown, the Chief Executive Officer and Chairman of the Company Board (whom we refer to as "Mr. Brown") was first contacted by Frank Baker (whom we refer to as "Mr. Baker"), a Co-Founder and Managing Partner of Siris Capital Group, LLC ("Siris") regarding a

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potential transaction, and at the direction of the Company Board, a confidentiality agreement with Siris was executed. Over the course of the next three months, senior management of the Company, at the direction of the Company Board, participated in several management meetings with Siris. In May 2015, discussions with Siris regarding a potential transaction ended when valuation could not be agreed upon by the parties. Siris' price range was $21.00 to $22.00 per share. In May 2015, the closing prices for the Company Common Stock on the Nasdaq Global Select Market ranged from $21.06 to $23.57 per share.

        In February 2017, in response to in-bound general verbal expressions of interest from strategic and financial investors and after repeated discussions with one of the Company's stockholders holding approximately eighteen percent (18%) of the outstanding shares of the Company Common Stock, which stockholder had been advocating a sale of the Company (or its interest in the Company), representatives of the Company, at the direction of the Company Board, authorized BofA Merrill Lynch and J.P. Morgan, to solicit indications of interest from a select third party list, including Bidder 1, Bidder 2, and Siris, with respect to a possible acquisition of the Company. BofA Merrill and J.P. Morgan had been selected by the Company based on their knowledge of the Company through prior engagements relating to capital and debt market transactions and having provided the Company assistance in connection with merger and acquisition discussions, at varying times during the Company's existence. In connection with the solicitation of interest from Siris, the above-mentioned confidentiality agreement with Siris was extended, and discussions with Siris regarding a potential transaction were restarted. The Company provided confidential information and held management meetings with eight (8) potential buyers, all of which were potential financial buyers.

        During the months of April 2017 through June 2017, the Company received preliminary indications of interest to acquire all of the outstanding shares of the Company Common Stock from three private equity firms, Bidder 1, Bidder 2 and Siris. Bidder 1 proposed a per-share price range of $22.00 to $24.00, Bidder 2 proposed a per-share price range of $22.50 to $24.50 and Siris proposed a per-share price range of $22.00 to $24.00 in April 2017, and $24.00 to $26.00 in June 2017. In June 2017, after deliberation, the Company Board ended the process when it determined that it was not willing to sell the Company at the valuation proposed by the bidders at that time. During the period of April 2017 through June 2017, the range of closing prices for Company Common Stock on the Nasdaq Global Select Market was $17.30 to $25.30 per share.

        On April 4, 2018, Mr. Baker reached out to Mr. Brown to schedule a time to discuss a possible transaction with the Company.

        On April 19, 2018, Mr. Baker and Mr. Brown had a preliminary discussion regarding a possible transaction between Siris and the Company. During the telephone call, valuation and transaction structure were discussed with Siris proposing to evaluate an acquisition of the Company for $26.00 per share, based on feedback received from Mr. Brown. Subsequent to this call, Mr. Brown updated Timothy Maudlin, the lead independent director of the Company Board (whom we refer to as "Mr. Maudlin"), on the discussions with Siris in preparation for the Company Board meeting on April 26, 2018. On April 19, 2018, the closing price for the Company Common Stock on the Nasdaq Global Select Market was $18.65 per share.

        On April 26, 2018, the Company Board held a meeting at which it considered whether to engage with Siris in connection with its non-binding oral proposal to evaluate an acquisition of the Company for $26.00 per share. Members of the Company's senior management and representatives of Cooley LLP, the Company's counsel ("Cooley"), attended the meeting. After being presented with the merits and risks attributable to the transaction, including the Company's prior history with Siris, the Company Board directed Mr. Brown to continue discussions with Siris regarding a potential transaction. On April 26, 2018, the closing price for the Company Common Stock on the Nasdaq Global Select Market was $18.70 per share.

        On May 1, 2018, the Company and Siris entered into an amended confidentiality agreement to extend the term thereof.

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        On May 2, 2018, Mr. Brown and Mr. Baker discussed the terms and valuation ($26.00 per share) upon which the Company Board previously agreed it would continue discussions as well as several important diligence items, such as the Company forecasts, litigation matters and the lease of the new corporate headquarters building for the Company.

        On May 8, 2018, Mr. Brown updated Mr. Maudlin on the discussions with Siris in preparation for the Company Board meeting the following day.

        On May 9, 2018, the Company Board held a meeting. Members of the Company's senior management and representatives of Cooley attended the meeting. Mr. Brown updated the Company Board on the current discussions with Siris with respect to the proposed transaction. The Company Board directed Mr. Brown to continue discussions with Siris.

        On May 9, 2018, representatives of Siris, the Company and their respective advisors held an off-site, in-person, due diligence session.

        On May 14, 2018, representatives of Siris, the Company and their advisors held off-site, in-person, financial, accounting, tax, regulatory and legal due diligence sessions.

        On May 15, 2018, Mr. Brown updated Mr. Maudlin on the status of the due diligence sessions.

        On May 15, 2018, Mr. Brown and Mr. Baker discussed the due diligence sessions and valuation, with Mr. Baker indicating that, following its diligence review, Siris was prepared to offer $24.00 per share in connection with a proposed acquisition of the Company, subject to completion of due diligence and definitive documentation. Mr. Brown advised Mr. Baker that the Company was not willing to transact at $24.00 per share but that Mr. Brown would nevertheless discuss the offer with the Company Board in an upcoming Company Board meeting. On May 15, 2018, the closing price for the Company Common Stock on the Nasdaq Global Select Market was $18.70 per share.

        On May 17, 2018, Mr. Brown met briefly with Peter Berger, a Co-Founder and Managing Partner of Siris, at the J.P. Morgan Global Technology, Media and Communications Conference, held in Boston, Massachusetts and briefly discussed the proposed transaction.

        On May 18, 2018, the Company Board held a meeting. Members of the Company's senior management and representatives of Cooley and BofA Merrill Lynch attended the meeting. Management provided a presentation to the Company Board regarding the Company and BofA Merrill Lynch discussed initial valuation numbers for the Company. Mr. Brown reported that Siris provided no rationale for lowering the offer price previously discussed to $24.00 per share, and was directed by the Company Board to restate to Siris that the Company would only be willing to continue discussions if Siris reaffirmed its $26.00 per share proposal. On May 18, 2018, the closing price for Company Common Stock on the Nasdaq Global Select Market was $19.00 per share.

        Mr. Brown conveyed the Company Board's feedback to Mr. Baker and, as a result of this feedback, on May 21, 2018, May 22, 2018, May 23, 2018 and May 24, 2018, Mr. Brown and Mr. Baker spoke at various times to discuss valuation and Mr. Baker ultimately agreed that Siris would be prepared to pay $25.00 per share and allow for a go-shop period, subject to completion of due diligence and definitive documentation. Mr. Brown indicated he would discuss Siris' revised proposal with the Company Board. Mr. Brown and Mr. Baker also discussed Siris' request for the exclusive right to engage in discussions regarding the sale of the Company for a two-week period to finalize its due diligence, obtain financing commitments and negotiate definitive agreements in connection with the proposed transaction.

        On May 24, 2018, the Company Board met and authorized management to negotiate the grant of exclusivity to Siris based on a $25.00 per share valuation price of the Company Common Stock. On May 24, 2018, the closing price for the Company Common Stock on the Nasdaq Global Select Market was $18.45 per share.

        On May 25, 2018, the Company entered into an exclusivity agreement with Siris that provided for an initial exclusivity period through June 8, 2018, which period would be automatically extended by successive

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seven (7) day periods so long as Siris continued to use good faith efforts to progress towards the execution of final definitive agreements relating to the proposed transaction.

        On May 31, 2018, Siris' counsel, Sidley Austin LLP ("Sidley"), provided a draft of the merger agreement to Cooley.

        On June 8, 2018, Cooley sent Sidley a revised draft of the merger agreement as well as an initial draft of the Company's disclosure schedules.

        On June 8, 2018, a representative of Starboard Value LP ("Starboard") called Mr. Brown to inform the Company that funds affiliated with Starboard acquired beneficial ownership of approximately 9.4% of the Company Common Stock. During the call, Starboard expressed its desire to engage in communications with the Company Board regarding suggestions for improving the Company's financial and operational performance. In its statement on Schedule 13D, Starboard disclosed its belief that the shares held by Starboard, when purchased, were undervalued. The Schedule 13D filed by Starboard reflected that Starboard acquired shares of the Company Common Stock during the period between May 2, 2018 through June 7, 2018. On May 1, 2018, the date of the last closing price prior to the accumulation by Starboard, the closing price for the Company Common Stock on the Nasdaq Global Select Market was $18.75 per share. On June 7, 2018, the date of the last purchase by Starboard reported in its Schedule 13D, the closing price for the Company Common Stock on the Nasdaq Global Select Market was $21.00 per share.

        From June 8, 2018 until the Original Agreement was executed, the Company and its representatives continued negotiating with Siris and its representatives and provided additional due diligence information at the request of Siris, with a view to securing the most favorable terms possible for the Company's stockholders in the merger agreement and the related transaction documents.

        On June 12, 2018, representatives of Siris, the Company and BofA Merrill Lynch held another in-depth, off-site, in-person, due diligence session.

        On June 14, 2018, Mr. Baker and Mr. Brown spoke by telephone to discuss the due diligence and terms of the proposed transaction. Siris sent the Company initial drafts of the forms of documents related to the proposed debt and equity financing for the transaction, including the debt and equity commitment letters.

        On June 14, 2018, the Company Board met to discuss the status of the due diligence, the terms of the proposed transaction and the engagement of financial advisors with respect to the transaction. The Company Board reviewed and considered conflicts disclosures that had been previously provided to the Company Board by each of BofA Merrill Lynch and J.P. Morgan, and resolved to engage each of BofA Merrill Lynch and J.P. Morgan as the Company's financial advisors with respect to the transaction.

        On June 16, 2018, Mr. Baker and Mr. Brown spoke by telephone to discuss the due diligence and terms of the proposed transaction.

        On June 20, 2018, the last trading day before the announcement of the merger agreement, the closing price of Company Common Stock was $23.20 per share.

        On June 20, 2018, the Company Board met to receive an update on the status of the proposed transaction and consider the proposed transaction. Members of the Company's senior management and representatives of Cooley, BofA Merrill Lynch and J.P. Morgan attended the meeting. Representatives of Cooley reviewed with the Company Board its fiduciary duties in the context of the proposed transaction. Cooley discussed the material terms and conditions of the proposed merger agreement and the other transaction documents, including the debt commitment letter, the equity commitment letter and the limited guarantee. Cooley summarized, among other things, certain merger agreement obligations and conditions, the Go-Shop Period, the termination rights and the circumstances under which the Company would be required to pay a termination fee of $13 million in connection with its entry into a Superior Proposal in accordance with the Original Agreement on or prior to August 10, 2018 or $39.1 million dollars

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in certain other circumstances, and Siris would be required to pay a reverse termination fee of $78.2 million in the circumstances set forth in the Original Agreement. Representatives of BofA Merrill Lynch and J.P. Morgan reviewed with the Company Board a proposed plan to be adopted by the Company Board for the Go-Shop Period as well a list of additional potential buyers to be contacted during the Go-Shop Period. Also at this meeting, representatives of BofA Merrill Lynch reviewed with the Company Board its financial analysis of the financial terms of the proposed transaction and rendered its oral opinion, which was confirmed by delivery of a written opinion dated June 20, 2018, to the Company Board to the effect that, as of that date and based upon and subject to the factors, assumptions and limitations set forth in the written opinion, the $25.00 per share in cash to be paid to the holders of shares of Company's Common Stock pursuant to the Original Agreement was fair from a financial point of view to such holders. Representatives of J.P. Morgan also reviewed with the Company Board J.P. Morgan's financial analysis of the financial terms of the proposed transaction and rendered J.P. Morgan's oral opinion, which was confirmed by delivery of J.P. Morgan's written opinion dated June 20, 2018, to the Company Board to the effect that, as of such date and based upon and subject to the factors, assumptions and limitations set forth in J.P. Morgan's written opinion, the $25.00 per share in cash to be paid to the holders of shares of the Company Common Stock in the Merger was fair, from a financial point of view, to such stockholders. The Company Board also considered the risks attributable to the Company and its stand-alone business, price and certainty of the proposed transaction.

        Following deliberation of the matters discussed during the course of the meeting, the Company Board unanimously (i) approved and adopted the Original Agreement, the other transaction documents to which the Company is a party and the execution, delivery and performance of the Original Agreement and the other transaction documents to which the Company is a party, (ii) recommended to the Company's stockholders that the Company's stockholders vote in favor of the Merger and the Original Agreement, and (iii) directed that such matter be submitted to the Company's stockholders at a special meeting of the stockholders for approval.

        The limited guarantee was executed and delivered by representatives of the Company and the equity investors. Sidley delivered to Cooley on behalf of Sidley's clients fully executed copies of the debt commitment letter, the equity commitment letter and limited guarantee on June 20, 2018.

        The Original Agreement was executed by representatives of the Company, Parent, and Merger Sub in the evening of June 20, 2018, and publicly announced the next day.

        On June 21, 2018, following the execution of the Original Agreement and issuance of the press release, pursuant to the "go-shop" provisions of the Original Agreement, at the direction of the Company Board, BofA Merrill Lynch and J.P. Morgan commenced the Company's go-shop process. During the Go-Shop Period, 87 prospective buyers (which included the parties still in existence that had been previously contacted by the Company, BofA Merrill Lynch or J.P. Morgan, including Bidder 1 and Bidder 2, during previous market checks in prior years) were contacted regarding their potential interest in a transaction with the Company and nine such prospective buyers entered into confidentiality agreements with the Company and were provided with non-public information relating to the Company. The confidentiality agreements explicitly allow such prospective buyers to submit Acquisition Proposals (as defined in the confidentiality agreement) to the Company until the Company Stockholder Vote (as defined in the confidentiality agreement), or after the valid termination of the Merger Agreement and the Company enters into a binding definitive agreement (other than the Merger Agreement) with any third party to effect a purchase, tender or exchange offer, merger or other business combination that, if consummated, would result in a third party owning at least a majority of the outstanding voting securities of the Company or all or substantially all of the assets of the Company and its subsidiaries (taken as a whole). No other standstill provision or similar provision that would prevent a potential bidder from making an offer to the Company Board were outstanding from the 2017 market check described above.

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        Over the next several weeks, Mr. Brown and other representatives of the Company held meetings and had discussions with representatives of nine interested parties, including a private equity firm that ultimately submitted an Acquisition Proposal ("Bidder 3").

        On or around June 25-27, 2018, Bidder 3 reached out to Mr. Baker requesting the opportunity to discuss a potential co-investment with Siris in the recently announced transaction. In light of the pending go-shop process and Siris' confidentiality agreement with Web.com, Mr. Baker responded that he could not discuss the matter further with Bidder 3.

        On July 25, 2018, the Company Board constituted a Transaction Committee, comprising three independent directors, Timothy P. Cost, Hugh M. Durden, and Philip J. Facchina, to review any Acquisition Proposals, determine whether any such Acquisition Proposals would constitute a Superior Proposal under the terms of the Original Agreement and negotiate with the parties relating to a Superior Proposal.

        On August 1, 2018, Bidder 3 provided to the Company an Acquisition Proposal consisting of an offer to pay $26.00 per share plus the $13 million Company termination fee required under the Original Agreement, and further provided that the Company termination fee would be (i) repayment to Bidder 3 of the $13 million Company termination fee required under the Original Agreement plus Bidder 3's transaction expenses up to $4 million through August 20, 2018, or (ii ) repayment to Bidder 3 of the $13 million Company termination fee required under the Original Agreement plus an additional $19.55 million after August 20, 2018.

        On August 1, 2018, the Transaction Committee met twice to discuss the Acquisition Proposal from Bidder 3. The Transaction Committee determined that the Bidder 3 Acquisition Proposal was a Superior Proposal and the Company notified Siris of such proposal. Mr. Brown, representatives of the Company and representatives of Siris met in person later that day to discuss due diligence matters unrelated to such proposal.

        On August 2, 2018, Siris submitted an Acquisition Proposal of $26.50 per share that expired at 11:59 p.m. Eastern time on August 5, 2018 (the expiration of the Go-Shop Period). This Acquisition Proposal specified that the higher Company termination fee of $39.1 million (as opposed to the lower Company termination fee of $13 million) would be payable by the Company if it entered into a Superior Proposal in accordance with the terms of Siris' Acquisition Proposal with any other party after the expiration of the Go-Shop Period (rather than the lower $13 million Company termination fee that would have been payable by the Company under the Original Agreement if the Company entered into a definitive agreement, within five business days after the Go-Shop Period with a party that submitted an Acquisition Proposal that constituted or could reasonably be expected to lead to a Superior Proposal prior to the expiration of the Go-Shop Period). The Transaction Committee reviewed and instructed management to communicate the terms of such Acquisition Proposal to Bidder 3. The Company's financial advisors conveyed the terms of Siris' Acquisition Proposal (including the expiration thereof and the changes to the Company termination fee thereunder) to Bidder 3 and requested that Bidder 3 submit its best and final Acquisition Proposal.

        At approximately 6:30 p.m. Eastern time on August 5, 2018, Bidder 3 submitted an Acquisition Proposal of $27.00 per share under which Bidder 3 would pay Parent the $13 million Company termination fee required under the Original Agreement, and the Company termination fee under such Bidder 3 Acquisition Proposal would be (i) repayment to Bidder 3 of the $13 million Company termination fee required under the Original Agreement plus an additional $13 million through August 20, 2018, or (ii) repayment to Bidder 3 of the $13 million Company termination fee required under the Original Agreement plus an additional $39.1 million after August 20, 2018. At approximately 7:30 p.m. Eastern time on August 5, 2018, Siris submitted a $28.00 per share Acquisition Proposal on substantially similar terms as its prior Acquisition Proposal which also had an expiration time of 11:59 p.m. Eastern time on August 5, 2018. The Company's financial advisors conveyed the terms of Siris' new Acquisition Proposal to Bidder 3 and again requested that Bidder 3 submit its best and final Acquisition Proposal. At approximately 10:30 p.m. Eastern time on August 5, 2018, Bidder 3 submitted a letter indicating that it was willing to

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match the $28.00 per share offer. In comparing the Acquisition Proposals submitted by Siris and Bidder 3, the Company Board was made aware that the Siris proposal included an equity commitment letter from its affiliated investment funds that committed $55.52 million more equity for the transaction than the equity commitment letter submitted by Bidder 3 (which commitment represented approximately fifty percent of the uncalled capital commitments of the investment fund associated with Bidder 3) and that Bidder 3 had secured debt commitments for more than $30 million more than the debt commitments delivered by Siris. Except as described above, the other deal terms were substantially comparable between the Acquisition Proposals submitted by Siris and Bidder 3. On August 5, 2018, the Company Board held meetings throughout the day and night, at which members of the Company management and representatives of each of Cooley, BofA Merrill Lynch and J.P. Morgan were present to consider the various Acquisition Proposals submitted by Siris and Bidder 3. The Company Board reviewed and considered updated conflicts disclosures that had been provided to the Company Board prior to the meetings by each of BofA Merrill Lynch and J.P. Morgan prior to considering the Acquisition Proposals. After consultation with the Company's financial and legal advisors, and a discussion comparing the two Acquisition Proposals, including the level of reliance on equity and debt financing by the parties, the Company Board, prior to the deadline set by Siris, ultimately determined that Bidder 3's offer was not a Superior Proposal relative to Siris' Acquisition Proposal of $28.00 per share, taking into account the terms of the proposal, certainty of closing, the economic value to the stockholders and other factors deemed relevant by the Company Board. The Company Board duly (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair, advisable to, and in the best interests of, the Company and its stockholders, (ii) approved the execution, delivery, and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, and (iii) recommended that the Company's stockholders approve the adoption of the Merger Agreement.

        The Merger Agreement was executed by representatives of the Company, Parent, and Merger Sub at approximately 11:55 p.m. Eastern time on August 5, 2018, and publicly announced the next day. The Go-Shop Period expired at 11:59 p.m. (Eastern time) on August 5, 2018.

Reasons for the Recommendation of the Company Board

        On August 5, 2018, at a meeting duly called and held, the Company Board (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair, advisable to, and in the best interest of, Web.com and its stockholders, (ii) duly approved the execution, delivery, and performance by Web.com of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, and (iii) recommended that Web.com's stockholders approve the adoption of the Merger Agreement.

        The Company Board consulted with the Company's outside financial and legal advisors and senior management at various times and considered the following factors (which are not listed in any relative order of importance) in reaching its conclusion to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and to recommend approval of the adoption of the Merger Agreement to our stockholders, all of which it viewed as generally supporting its decision to approve the business combination with Parent:

        General Business Considerations.     The Company Board considered the Company's background, recent operating history, and current position in the marketplace in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including the following:

•

Business and Financial Condition of the Company.   The Company Board considered the Company's business and industry, financial condition, historical and projected financial performance, competitive position and assets and prospects, as well as current industry, economic and market conditions and trends in the markets in which the Company competes.

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•

Management Projections.   The Company Board considered certain forecasts for the Company prepared by the Company's management, and the present value of the Company based on those projections. The Company Board also considered that the projections were based on various assumptions made by the Company's senior management. The Company Board considered that there is inherent uncertainty in forecasts and related assumptions and that, as a result, the Company's actual financial results in future periods could differ materially from management's forecasted results.



•

Financial Presentations of BofA Merrill Lynch and J.P. Morgan.   The Company Board considered the financial analyses of BofA Merrill Lynch that were performed in connection with the written opinion of BofA Merrill Lynch, dated June 20, 2018, to the effect that, as of such date and based upon and subject to the factors, assumptions and limitations set forth in the written opinion, the $25.00 in cash per share to be paid to the holders of shares of the Company Common Stock pursuant to the Original Agreement was fair from a financial point of view to such holders, as more fully described below under the heading " Opinions of the Company's Financial Advisors—Opinion of BofA Merrill Lynch ." The Company Board also considered the financial analyses of J.P. Morgan that were performed in connection with the written opinion of J.P. Morgan, dated June 20, 2018, to the effect that, as of such date and based upon and subject to the factors, assumptions and limitations set forth in its opinion, the $25.00 in cash per share to be paid to the holders of shares of the Company Common Stock in the Original Agreement was fair, from a financial point of view, to such stockholders, as more fully described below under the heading " Opinions of the Company's Financial Advisors—Opinion of J.P. Morgan Securities LLC ." The Company Board elected not to request updated opinions from BofA Merrill Lynch and J.P. Morgan since the new $28.00 in cash per share to be paid to the holders of shares of the Company Common Stock contemplated by the Merger Agreement fell within or above the range of consideration that the financial advisors advised the Company Board was fair, from a financial point of view, to the Company's stockholders.



•

Per Share Merger Consideration.   The Company Board considered the current and historical market prices of the Company Common Stock, including the performance of the Company Common Stock relative to other participants in the Company's industry, including:



•

Parent's offer consists solely of cash, providing certainty, near-term value and liquidity to our stockholders;



•

the current and historical market price of the Company Common Stock, including the fact that the $28.00 price to be paid for each share represents a premium of approximately 20.7% over the closing price of $23.20 per share on June 20, 2018, the last trading day prior to the public announcement of the execution of the Original Agreement;



•

the fact that the Merger Consideration represents a 35.8% premium over the 30-day volume-weighted average closing price of the Company Common Stock ended June 20, 2018;



•

the fact that the Merger Consideration represents a 45.2% premium over the 90-day volume-weighted average closing price of the Company Common Stock ended June 20, 2018;



•

the fact that the Company provided for a 45-day go-shop provision in the Original Agreement to ensure that the Company could solicit a Superior Proposal (as defined in the section titled " The Merger Agreement—Solicitation of Other Offers " beginning on page 80); and



•

the Company Board's consideration of the risks related to (i) the Company's ability to sustain its revenue growth rate, (ii) the economic and other risks impacting spending by small businesses for subscription-based solutions for domains, hosting, website design and management, search engine optimization, online marketing campaigns, local sales leads, social media, mobile products and e-Commerce solutions, and (iii) its current and future competitive position in its industry.

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•

Strategic Alternatives.   In recent years, the Company has explored various strategic alternatives, involving both strategic and financial buyers, including the sale of the Company's entire business. No other sale efforts resulted in an agreement.

        Positive Deal Considerations.     The Company Board considered a number of positive factors in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including the following:

•

Likelihood of Completion; Certainty of Payment.   Absent a Superior Proposal, the Merger represented a transaction that would likely be consummated based on, among other factors:



•

the absence of any financing condition to the consummation of the Merger;



•

the reputation and financial condition of Siris and its affiliated investment funds and their proven ability to complete acquisition transactions; and



•

the Company's ability to request that the Delaware Court of Chancery (or, if the Delaware Court of Chancery lacks subject matter jurisdiction, any federal court located in the County of New Castle, Delaware) specifically enforce the Merger Agreement, including the consummation of the Merger, under certain circumstances described in " The Merger Agreement—Specific Performance ."



•

Certainty of Consideration.   The Company Board considered the all-cash nature of the consideration to be paid in the Merger, which allows Company stockholders to realize immediate value, in cash, for their investment in the Company, while enabling stockholders to avoid further risk of investment in the Company.



•

Other Positive Terms of the Merger Agreement.   The Company Board considered the terms of the Merger Agreement, which are more fully described below under the heading " The Merger Agreement ." Certain provisions of the Merger Agreement that the Company Board considered significant include:



•

the scope of the representations, warranties and covenants being made by Parent and Merger Sub;



•

the conditions to the consummation of the Merger, including the requirement that the Merger Agreement be approved by the Company's stockholders;



•

the fact that the Company solicited alternative Acquisition Proposals during a 45-day Go-Shop Period after the signing of the Merger Agreement, subject to paying a reduced termination fee to Parent equal to $13,000,000 during the Go-Shop Period, and the ability to accept Superior Proposals made thereafter, at a termination fee of $39,100,000 (the "Company Termination Fee");



•

the Company Board's belief that, if triggered, the Company Termination Fee payable to Parent is consistent with fees payable in comparable transactions and would not be likely to preclude another party from making a competing proposal;



•

Parent's obligation to pay the Company a termination fee, equal to $85,060,000 ("Parent Termination Fee"), if the Merger Agreement is terminated under certain circumstances based upon Parent and Merger Sub's (i) breach of the Merger Agreement that would give rise to any failure of certain closing conditions therein, where such breach is incurable prior to the Outside Date, or if curable, is not cured by the earlier of thirty (30) calendar days after notice of the Outside Date or (ii) failure to consummate the Merger for any reason after the satisfaction of all closing conditions;



•

the fact that the Merger Agreement provides for specific performance in certain conditions as an alternative remedy available to the Company other than the Parent Termination Fee; and



•

the following additional "deal protection" terms of the Merger and Merger Agreement:



•

the lack of a financing contingency to Parent's obligations to close the Merger;

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•

the requirement that Parent secure and deliver executed documents evidencing the ability to finance the Merger contemporaneous with the signing of the Merger Agreement;



•

the guarantee by affiliates of Parent of certain of Parent's and Merger Sub's obligations under the Merger Agreement, including payment of the Parent Termination Fee;



•

certain items, subject to certain conditions, will not be considered a Company Material Adverse Effect, including (i) changes in financial, banking or securities markets, (ii) conditions or changes in the Company's industry, (iii) general political or economic conditions, (iv) changes in customers, supplier, or other Company relationships arising from the announcement or pendency of the Merger, (v) litigation arising from the announcement or pendency of the Merger, (vi) the failure of the Company to achieve its projections, and (vii) changes in laws or accounting principles; and



•

the holders of Dissenting Shares will be entitled to the payment of the appraisal value of such Dissenting Shares if demand is made and pursued in accordance with Section 262 of the General Corporation Law of the State of Delaware.

        Other Deal Considerations.     The Company Board also considered a number of uncertainties, risks and potentially negative factors in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including the following:

•

No Participation in the Company's Future.   The Company Board considered that if the Merger is consummated, Company stockholders will receive the per share Merger Consideration in cash and will no longer have the opportunity to participate in any future earnings or growth of the Company or benefit from any potential future appreciation in the value of Company shares, including any value that could be achieved if the Company engages in future strategic or other transactions. Moreover, upon the closing of the Merger, Company stockholders not voting in favor of the Merger will be required to surrender their shares (other than the Dissenting Shares) in exchange for a price determined by the Company Board and approved by a majority of the Company stockholders.



•

No-Shop Period.   The Company Board considered that, following the Go-Shop Period, the Company cannot solicit other Acquisition Proposals after the Go-Shop Period, and must pay Parent $39,100,000 if, thereafter, the Company exercises its right to enter into a transaction that constitutes a Superior Proposal subject to the terms and conditions of the Merger Agreement, which may deter others from proposing an alternative transaction that may be more advantageous to the Company's stockholders.



•

Risks the Merger May Not Be Completed.   The Company Board considered the risk that the conditions to the Merger may not be satisfied and that, therefore, the Merger would not be consummated. The Company Board also considered the risks and costs to the Company if the Merger is not consummated, including:



•

the possible effects of the pendency (or termination) of the Merger Agreement on the Company's business, operating results, prospects, management, employees, customers, distributors and suppliers, including diversion from day to day operations, which effects are likely to be exacerbated the longer the time period between the signing and any termination of the Merger Agreement;



•

the potential effect on the trading price of the Company Common Stock;



•

if Parent fails to complete the Merger as a result of a breach of the Merger Agreement, depending upon the reason for not closing, remedies may be limited to the Parent Termination Fee payable by Parent, which may be inadequate to compensate the Company for the damage caused (and such Parent Termination Fee is itself limited in certain situations), and if available, other rights and remedies may be expensive and difficult to enforce, and the success of any such action may be uncertain; and



•

the fact that the Company is subject to various remedies available to Parent should the Company fail to complete the Merger or breach the Merger Agreement.

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•

Interim Operating Covenants.   The Company Board considered that the Merger Agreement imposes restrictions on the conduct of the Company's business prior to the consummation of the Merger, requiring the Company and its subsidiaries to conduct their business in all material respects in the ordinary course of business and to use commercially reasonable best efforts to preserve their business organizations substantially intact, customers and suppliers having significant business dealings with them and keep available the services of their key employees, and that may limit the Company and its subsidiaries from taking specified actions, which may delay or prevent the Company from undertaking business opportunities that may arise pending completion of the Merger.

        The foregoing discussion of the information and factors considered by the Company Board is not intended to be exhaustive, but includes the material factors considered by the Company Board. In view of the variety of factors considered in connection with its evaluation of the Merger, the Company Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Company Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Company Board based its recommendation on the totality of the information presented.

        In considering the recommendation of the Company Board with respect to the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, yours. The Company Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by the stockholders of the Company. See " The Merger—Interests of our Directors and Executive Officers in the Merger ."

        Portions of this explanation of the reasons for the Merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section titled " Cautionary Statement Regarding Forward-Looking Statements ."

        The Company Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of the Merger to the holders of the Company Common Stock.

        The foregoing discussion of the Company Board's reasons for its recommendation to approve the Merger is not meant to be exhaustive, but addresses the material information and factors considered by the Company Board in consideration of its recommendation. In view of the wide variety of factors considered by the Company Board in connection with its evaluation of the Merger and the complexity of these matters, the Company Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, the directors made their determinations and recommendations based on the totality of the information presented to them, and the judgments of individual members of the Company Board may have been influenced to a greater or lesser degree by different factors. In arriving at their respective recommendations, the members of the Company Board were aware of the interests of executive officers and directors of Web.com as described under " The Merger—Interests of Our Directors and Executive Officers in the Merger. "

The Company Board unanimously recommends that you vote
"FOR" the approval of the Merger Proposal.

Opinions of Web.com's Financial Advisors

Overview

        The Company Board retained BofA Merrill Lynch and J.P. Morgan as its financial advisors in connection with the potential sale of Web.com. In selecting its financial advisors, the Company Board

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considered that, among other things, they are internationally recognized investment banking, financial advisory and securities firms whose senior professionals have substantial experience advising companies in, among other industries, our industry. Each financial advisor, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs/split-offs, restructurings, securities offerings in both the private and public capital markets and valuations for corporate and other purposes.

        At the June 20, 2018 meeting of the Company Board, BofA Merrill Lynch rendered an oral opinion, which was confirmed by delivery of a written opinion, to the Company Board to the effect that, as of June 20, 2018, and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the then—applicable $25.00 per share Merger consideration was fair, from a financial point of view, to holders of the Company Common Stock (excluding Parent, Merger Sub or any of their respective affiliates).

        This description of BofA Merrill Lynch's opinion is qualified in its entirety by the full text of the written opinion, which is attached as Annex B to this proxy statement and which you should read carefully and in its entirety. BofA Merrill Lynch's written opinion sets forth the factors considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken by BofA Merrill Lynch and are necessarily based on economic, capital markets and other conditions, and the information made available to them, as of the date of such opinions. BofA Merrill Lynch has no responsibility for updating or revising its opinion based on facts, circumstances or events occurring after the date of the rendering of its opinion.

        At the same June 20, 2018 meeting of the Company Board, J.P. Morgan rendered its oral opinion to the Company Board that, as of such date and based upon and subject to the factors, assumptions and limitations set forth in J.P. Morgan's opinion, the consideration contemplated by the Original Agreement to be paid to the holders of the Company Common Stock in the proposed Merger was fair from a financial point of view, to such stockholders. J.P. Morgan confirmed its June 20, 2018 oral opinion by delivering its written opinion to the Company Board, dated June 20, 2018 that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the consideration contemplated by the Original Agreement to be paid to the holders of the Company Common Stock in the Merger was fair, from a financial point of view, to such stockholders.

        The full text of the written opinion of J.P. Morgan dated as of June 20, 2018, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex C to this proxy statement and is incorporated herein by reference. J.P. Morgan has no responsibility for updating or revising its opinion based on facts, circumstances or events occurring after the date of the rendering of its opinion.

Opinion of BofA Merrill Lynch

        On June 20, 2018, at a meeting of the Company Board held to evaluate the Merger, BofA Merrill Lynch delivered to the Company Board an oral opinion, which was confirmed by delivery of a written opinion dated June 20, 2018, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the consideration contemplated by the Original Agreement to be paid to the holders of the Company Common Stock in the Merger was fair, from a financial point of view, to such stockholders.

         The full text of BofA Merrill Lynch's written opinion to the Company Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Merrill Lynch's opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to the Company Board for the benefit

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and use of the Company Board (in its capacity as such) in connection with and for purposes of its evaluation of the consideration contemplated by the Original Agreement from a financial point of view. BofA Merrill Lynch's opinion does not address any other aspect of the Merger and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Merger. BofA Merrill Lynch's opinion does not address any other aspect of the Merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed Merger or any other matter.

        In connection with rendering its opinion, BofA Merrill Lynch, among other things:

(i)

reviewed certain publicly available business and financial information relating to the Company;



(ii)

reviewed certain internal financial and operating information with respect to the business, operations and prospects of the Company furnished to or discussed with BofA Merrill Lynch by the management of the Company, including certain financial forecasts relating to the Company prepared by the management of the Company, referred to herein as Company management forecasts;



(iii)

reviewed the estimated net operating loss tax attributes of the Company prepared by the management of the Company, referred to herein as the NOLs;



(iv)

discussed the past and current business, operations, financial condition and prospects of the Company with members of senior management of the Company;



(v)

reviewed the trading history for the Company Common Stock and a comparison of that trading history with the trading histories of other companies BofA Merrill Lynch deemed relevant;



(vi)

compared certain financial and stock market information of the Company with similar information of other companies BofA Merrill Lynch deemed relevant;



(vii)

compared certain financial terms of the Merger to financial terms, to the extent publicly available, of other transactions BofA Merrill Lynch deemed relevant;



(viii)

considered the results of BofA Merrill Lynch's prior efforts in 2017 on behalf of the Company to solicit, at the direction of the Company, indications of interest and definitive proposals from third parties with respect to a possible acquisition of the Company;



(ix)

reviewed the Original Agreement; and



(x)

performed such other analyses and studies and considered such other information and factors as BofA Merrill Lynch deemed appropriate.

        In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of the Company that it was not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Company management forecasts and the NOLs, BofA Merrill Lynch was advised by the Company, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company and the other matters covered thereby. BofA Merrill Lynch relied, at the Company's direction, upon the assessments of the management of the Company as to the potential impact of market, governmental and regulatory trends and developments relating to or affecting the Company and its business. BofA Merrill Lynch also relied, at the Company's direction, on the assessments of the Company management as to the ability to utilize the NOLs and was advised by the Company, and assumed at the Company's direction, that such NOLs would be utilized in the amounts and at the times projected. BofA Merrill Lynch did not make

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and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company, Parent or any other entity, nor did it make any physical inspection of the properties or assets of the Company, Parent or any other entity. BofA Merrill Lynch did not evaluate the solvency or fair value of the Company, Parent or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at the direction of the Company, that the Merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on the Company or the contemplated benefits of the Merger.

        BofA Merrill Lynch expressed no view or opinion as to any terms or other aspects or implications of the Merger (other than the then - applicable $25.00 per share merger consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Merger, any related transactions or any other agreement, arrangement or understanding entered into in connection with or related to the Merger or otherwise. BofA Merrill Lynch was not requested to solicit ( except as summarized in "Background of the Merger" above and in the following sentence ), and since 2017 did not solicit, indications of interest or proposals from third parties regarding a possible acquisition of all or any part of the Company or any alternative transaction. However, the Original Agreement permitted the Company to authorize BofA Merrill Lynch, during a specified period of time following the execution of the Original Agreement, to solicit on the Company's behalf indications of interest or proposals from third parties with respect to the possible acquisition of all or any part of the Company. BofA Merrill Lynch's opinion was limited to the fairness, from a financial point of view, of the consideration contemplated by the Original Agreement to be received by the holders of the Company Common Stock and no view or opinion was expressed with respect to any consideration received in connection with the Merger by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Merger, or class of such persons, relative to the then - applicable $25.00 per share merger consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Merger. BofA Merrill Lynch also did not express any view or opinion with respect to, and BofA Merrill Lynch relied, at the direction of the Company, upon the assessments of representatives of the Company regarding, legal, regulatory, accounting, tax and similar matters relating to the Company or the Merger, as to which matters BofA Merrill Lynch understood that the Company obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Merrill Lynch expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Merger or any other matter.

        BofA Merrill Lynch's opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch's opinion was approved by a fairness opinion review committee of BofA Merrill Lynch. Except as described in this summary, the Company imposed no other limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

        The discussion set forth below in the section titled "Company Financial Analyses" represents a brief summary of the material financial analyses presented by BofA Merrill Lynch to the Company Board in connection with its opinion, dated June 20, 2018. The financial analyses summarized below include information presented in tabular format. To fully understand the financial analyses performed by BofA

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Merrill Lynch, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Merrill Lynch. Considering the data set forth in the tables 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 the financial analyses performed by BofA Merrill Lynch.

Company Financial Analyses

        Selected Publicly Traded Companies Analysis.     BofA Merrill Lynch reviewed publicly available financial and stock market information for the Company and the following four publicly traded companies in the internet services and online marketing solutions sector, two of which it classified as "core" companies (selected publicly traded companies with projected revenue growth of less than 10% in 2018 and 2019):

•

United Internet AG (core)



•

Endurance International Group Holdings, Inc. (core)



•

GoDaddy Inc. (other)



•

Wix.com Ltd. (other)

        BofA Merrill Lynch reviewed, among other things, enterprise values of the selected publicly traded companies, calculated as the sum of the market capitalization, total debt, preferred stock and minority interest, less cash and cash equivalents, short-term investments and long-term investments, as a multiple of calendar year 2018 and calendar year 2019 estimated earnings before interest, taxes, depreciation and amortization, commonly referred to as EBITDA, adjusted to exclude stock-based compensation expense and one-time, non-recurring items. For the two core companies, the observed multiples were 10.6x and 10.4x for calendar year 2018 and 9.8x and 9.8x for calendar year 2019. For one of the other companies, the observed multiples were 28.4x and 23.2x for calendar year 2018 and calendar year 2019, respectively. For the remaining other company, the observed multiples were designated "not meaningful," for each of calendar year 2018 and calendar year 2019. BofA Merrill Lynch also observed the multiples derived from the Company management forecasts and certain publicly available financial forecasts with respect to the Company, referred to herein as the Company public forecasts, as of May 1, 2018 (the date of the last closing price prior to the accumulation by Starboard Value LP ("Starboard"), a holder of Company Common Stock (the "Pre-Starboard Accumulation Date")) and June 8, 2018 (the date on which Starboard filed a Form 13-D with the SEC indicating its ownership of the Company Common Stock (the "Starboard 13-D Date")), ranging from 8.1x to 9.3x for calendar year 2018 and from 7.4x to 9.0x for calendar year 2019. BofA Merrill Lynch then applied multiples of 9.0x to 10.5x and 8.5x to 10.0x, respectively to the Company's calendar year 2018 and 2019 estimated adjusted EBITDA. In applying the calendar year 2018 and 2019 multiples, BofA Merrill Lynch took into consideration, among other things, the observed data for the selected publicly traded companies and for the Company, the historical trading prices of the Company Common Stock and the common stocks of the selected publicly traded companies and the differences in the financial profiles of the Company and the selected publicly traded companies, including that the Company had an enterprise value / estimated next twelve months ("NTM") adjusted EBITDA multiple that (i) was 0.8x and 0.7x lower than the multiple for the "core" selected publicly traded companies as of the Pre-Starboard Accumulation Date and the Starboard 13-D Date, respectively, (ii) for the period ended the Starboard 13-D Date, was 1.4x lower than the one month, six month, one year and three year average multiples for the "core" selected publicly traded companies and (iii) for the period ended the Starboard 13-D Date, was 1.3x lower than the five year average multiple for the "core" selected publicly traded companies. BofA Merrill Lynch also reviewed enterprise values of the selected publicly traded companies as a multiple of unlevered free cash flow based on adjusted EBITDA, less capital expenditures. For the two core companies, the observed multiples were 13.1x and 12.4x for calendar year 2018 and 12.9x and 11.6x for calendar year 2019. For the other companies, the observed multiples were designated "not

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meaningful," other than a multiple of 27.0x for one of such companies for calendar year 2019. The observed multiples derived from the Company management forecasts and the Company public forecasts as of the Pre-Starboard Accumulation Date and the Starboard 13-D Date ranged from 8.9x to 10.4x for calendar year 2018 and 8.2x to 10.0x for calendar year 2019. BofA Merrill Lynch then applied multiples of 10.0x to 12.5x and 9.5x to 12.0x, respectively, to the Company's calendar year 2018 and 2019 estimated unlevered free cash flow. In applying the calendar year 2018 and 2019 multiples, BofA Merrill Lynch took into consideration, among other things, the observed data for the selected publicly traded companies and for the Company, the historical trading prices of the Company Common Stock and the common stocks of the selected publicly traded companies and the differences in the financial profiles of the Company and the selected publicly traded companies, including that the Company had an enterprise value / estimated NTM unlevered free cash flow multiple that (i) was 1.9x lower than the multiple for the "core" selected publicly traded companies as of both the Pre-Starboard Accumulation Date and the Starboard 13-D Date and (ii) for the period ended the Starboard 13-D Date, was 2.7x, 2.5x, 2.4x, 2.3x and 2.7x lower than the one month, six month, one year, three year and five year average multiples, respectively, for the "core" selected publicly traded companies. BofA Merrill Lynch also reviewed equity values of the selected publicly traded companies as a multiple of free cash flow based on cash flow from operations, less cash expenditures. For the two core companies, the observed multiples were 19.8x and 10.8x for calendar year 2018 and 17.4x and 9.0x for calendar year 2019. For the other companies, the observed multiples were designated "not meaningful" for one company, and 23.5x for calendar year 2018 and 20.8x for calendar year 2019 for the other company. The observed multiples derived from the Company management forecasts and the Company public forecasts as of the Pre-Starboard Accumulation Date and the Starboard 13-D Date ranged from 7.6x to 8.9x for calendar year 2018 and 6.0x to 8.5x for calendar year 2019. BofA Merrill Lynch then applied multiples of 10.0x to 16.0x and 7.5x to 13.5x, respectively, to the Company's calendar year 2018 and 2019 free cash flow. In applying the calendar year 2018 and 2019 multiples, BofA Merrill Lynch took into consideration, among other things, the observed data for the selected publicly traded companies and for the Company, the historical trading prices of the Company Common Stock and the common stocks of the selected publicly traded companies and the differences in the financial profiles of the Company and the selected publicly traded companies, including that the Company had an equity value / estimated NTM free cash flow multiple that (i) was 4.1x and 4.8x lower than the multiple for the "core" selected publicly traded companies as of the Pre-Starboard Accumulation Date and the Starboard 13-D Date, respectively and (ii) for the period ended the Starboard 13-D Date, was 6.3x, 4.8x, 5.2x, 4.8x and 5.1x lower than the one month, six month, one year, three year and five year average multiples, respectively, for the "core" selected publicly traded companies. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts' estimates, and estimated financial data of the Company were based on the Company management forecasts. These analyses indicated the following approximate implied per share equity value reference ranges for the Company, as compared to the then - applicable $25.00 per share merger consideration (rounded to the nearest $0.05 per share):