Mitch Truwit c/o BEN Holdings, Inc. 601 Lexington Avenue, 53rd Floor New York, New York 10022 Telephone: (212) 646-7242 |
Edward J. DiMaria 11760 U.S. Highway One, Suite 200 North Palm Beach, Florida 33408 Telephone: (561) 630-2400 |
Joshua N. Korff, Esq.
Susan J. Zachman, Esq. Christopher A. Kitchen, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 |
Lawrence S. Makow, Esq.
David E. Shapiro, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1000 |
Transaction Valuation* | Amount of Filing Fee** | ||||
$585,692,014 | $32,682 | ||||
* | Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 19,148,003 shares of common stock, par value $0.01 per share, at $28.50 per share. The transaction value also includes the offer price of $28.50 multiplied by 1,402,594, the estimated number of options to purchase shares that are currently outstanding and exercisable upon expiration of the offer. | |
** | The amount of the filing fee is calculated in accordance with Fee Rate Advisory #5 for Fiscal Year 2009 issued by the SEC, effective March 11, 2009, by multiplying the Transaction Value by 0.00005580. |
þ | Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid:
|
$32,682 | |||
Filing Party:
|
BEN Merger Sub, Inc., BEN Holdings, Inc. and other filers |
|||
Schedule:
|
Schedule TO-T | |||
Date Filed: |
July 28, 2009 |
2
The information set forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated by reference. |
(a) | Name and Address. The name of the subject company, and the address and telephone number of its principal executive offices are as follows: |
Bankrate, Inc. 11760 U.S. Highway One, Suite 200 North Palm Beach, Florida 33408 (561) 630-2400 |
(b) | Securities. The class of securities to which this Transaction Statement relates is the common stock, par value $0.01 per share of Bankrate, of which 19,148,003 shares were issued and outstanding as of July 27, 2009 of which 262,499 were restricted shares. | ||
(c) | Trading Market and Price. The information set forth under the caption THE TENDER OFFERSection 6 (Price Range of Bankrate Shares; Dividends on Bankrate Shares) of the Offer to Purchase is incorporated herein by reference. | ||
(d) | Dividends. The information set forth under the caption THE TENDER OFFERSection 6 (Price Range of Bankrate Shares; Dividends on Bankrate Shares) of the Offer to Purchase is incorporated herein by reference. | ||
(e) | Prior Public Offerings. None. | ||
(f) | Prior Stock Purchases. Not applicable. |
3
(a) | Material Terms. The information set forth in the Offer to Purchase is incorporated herein by reference | ||
(c) | Different Terms. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: | ||
SUMMARY TERM SHEET THE TENDER OFFERSection 1 (Terms of the Offer; Expiration Date) THE TENDER OFFERSection 3 (Procedures for Tendering Bankrate Shares) THE TENDER OFFERSection 11 (Source and Amount of Funds) SPECIAL FACTORSSection 2 (The Support Agreements) SPECIAL FACTORSSection 7 (Certain Effects of the Offer and the Merger) SPECIAL FACTORSSection 9 (Interests of Bankrates Directors and Executive Officers in the Offer and the Merger) SPECIAL FACTORSSection 12 (The Merger Agreement) |
(d) | Appraisal Rights. The information set forth under the caption SPECIAL FACTORSSection 13 (Appraisal Rights) of the Offer to Purchase is incorporated herein by reference. | ||
(e) | Provisions for Unaffiliated Security Holders. Not applicable. | ||
(f) | Eligibility for Listing or Trading. Not applicable. |
(a) | Transactions. The information set forth in the Executive Compensation, Information about Executive Compensation and Compensation of Directors in the Schedule 14D-9 Information Statement is incorporated by reference herein. |
The information set forth in the Offer to Purchase under the
following captions is incorporated herein by reference: SUMMARY TERM SHEET SPECIAL FACTORSSection 1 (Background of the Offer) SPECIAL FACTORSSection 9 (Interests of Bankrates Directors and Executive Officers in the Offer and the Merger) SPECIAL FACTORSSection 10 (Certain Relationships Between Parent or Purchaser and Bankrate) |
|||
(b) | Significant Corporate Events. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: | ||
SUMMARY TERM SHEET |
4
SPECIAL FACTORSSection 1 (Background of the Offer) SPECIAL FACTORSSection 9 (Interests of Bankrates Directors and Executive Officers in the Offer and the Merger) |
|||
(c) | Negotiations or Contacts. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: | ||
SUMMARY TERM SHEET SPECIAL FACTORSSection 1 (Background of the Offer) SPECIAL FACTORSSection 9 (Interests of Bankrates Directors and Executive Officers in the Offer and the Merger) |
|||
(e) | Agreements Involving the Subject Companys Securities. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: | ||
SPECIAL FACTORSSection 2 (The Support Agreements) SPECIAL FACTORSSection 9 (Interests of Bankrates Directors and Executive Officers in the Offer and the Merger) |
(a) | Purposes. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: | ||
SPECIAL FACTORSSection 5 (Purposes and Reasons of Parent, Purchaser and the Apax VII Funds) SPECIAL FACTORSSection 8 (Purposes, Reasons and Plans for Bankrate after the Merger) |
|||
(b) | Use of Securities Acquired. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: | ||
SUMMARY TERM SHEET THE TENDER OFFERSection 11 (Source and Amount of Funds) SPECIAL FACTORSSection 2 (The Support Agreements) SPECIAL FACTORSSection 7 (Certain Effects of the Offer and the Merger) SPECIAL FACTORSSection 8 (Purposes, Reasons and Plans for Bankrate after the Merger) SPECIAL FACTORSSection 9 (Interests of Bankrates Directors and Executive Officers in the Offer and the Merger) SPECIAL FACTORSSection 12 (The Merger Agreement) |
SUMMARY TERM SHEET SPECIAL FACTORSSection 1 (Background of the Offer) |
5
SPECIAL FACTORSSection 7 (Certain Effects of the Offer and the Merger) SPECIAL FACTORSSection 8 (Purposes, Reasons and Plans for Bankrate after the Merger) SPECIAL FACTORSSection 9 (Interests of Bankrates Directors and Executive Officers in the Offer and the Merger) SPECIAL FACTORSSection 10 (Certain Relationships Between Parent or Purchaser and Bankrate) SPECIAL FACTORSSection 12 (The Merger Agreement) THE TENDER OFFERSection 11 (Source and Amount of Funds) THE TENDER OFFERSection 13 (Dividends and Distributions) |
(a) | Purposes. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: | ||
SUMMARY TERM SHEET SPECIAL FACTORSSection 1 (Background of the Offer) SPECIAL FACTORSSection 5 (Purposes and Reasons of Parent, Purchaser and the Apax VII Funds) SPECIAL FACTORSSection 8 (Purposes, Reasons and Plans for Bankrate after the Merger) |
|||
(b) | Alternatives. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: | ||
SPECIAL FACTORSSection 1 (Background of the Offer) SPECIAL FACTORSSection 3 (Position of Bankrate Regarding the Fairness of the Offer and the Merger) |
|||
(c) | Reasons. The information set forth in Item 4(c) Reasons for the Recommendation of the Schedule 14D-9 is incorporated by reference herein. | ||
The information set forth in the Offer to Purchase under the following
captions is incorporated herein by reference: SUMMARY TERM SHEET SPECIAL FACTORSSection 1 (Background of the Offer) SPECIAL FACTORSSection 2 (The Support Agreements) SPECIAL FACTORSSection 3 (Position of Bankrate Regarding the Fairness of the Offer and the Merger) SPECIAL FACTORSSection 5 (Purposes and Reasons of Parent, Purchaser and the Apax VII Funds) SPECIAL FACTORSSection 6 (Position of Parent, Purchaser and the Apax VII Funds |
6
as to Fairness) SPECIAL FACTORSSection 8 (Purposes, Reasons and Plans for Bankrate after the Merger) SPECIAL FACTORSSection 9 (Interests of Bankrates Directors and Executive Officers in the Offer and the Merger) |
|||
(d) | Effects. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: | ||
SUMMARY TERM SHEET SPECIAL FACTORSSection 1 (Background of the Offer) SPECIAL FACTORSSection 7 (Certain Effects of the Offer and the Merger) SPECIAL FACTORSSection 8 (Purposes, Reasons and Plans for Bankrate after the Merger) SPECIAL FACTORSSection 12 (The Merger Agreement) THE TENDER OFFERSection 5 (Material United States Federal Income Tax Consequences of the Offer and the Merger) |
(a) | Fairness. The information set forth in Item 4(c) Reasons for the Recommendation of the Schedule 14D-9 is incorporated by reference herein. | ||
The information set forth in the Offer to Purchase under the
following captions is incorporated herein by reference: SUMMARY TERM SHEET SPECIAL FACTORSSection 1 (Background of the Offer) SPECIAL FACTORSSection 3 (Position of Bankrate Regarding the Fairness of the Offer and the Merger) SPECIAL FACTORSSection 4 (Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger) SPECIAL FACTORSSection 5 (Purposes and Reasons of Parent, Purchaser and the Apax VII Funds) SPECIAL FACTORSSection 6 (Position of Parent, Purchaser and the Apax VII Funds as to Fairness) |
|||
(b) | Factors Considered in Determining Fairness. The information set forth in Item 4(c) Reasons for the Recommendation of the Schedule 14D-9 is incorporated by reference herein. | ||
The information set forth in the
Offer to Purchase under the following captions is incorporated herein
by reference: SUMMARY TERM SHEET SPECIAL FACTORSSection 1 (Background of the Offer) SPECIAL FACTORSSection 3 (Position of Bankrate Regarding the Fairness of the Offer and the Merger) SPECIAL FACTORSSection 4 (Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger) SPECIAL FACTORSSection 5 (Purposes and Reasons of Parent, Purchaser and the Apax VII Funds) SPECIAL FACTORSSection 6 (Position of Parent, Purchaser and the Apax VII Funds as to Fairness) SPECIAL FACTORSSection 9 (Interests of Bankrates Directors and Executive Officers in the Offer and the Merger) SPECIAL FACTORSSection 12 (The Merger Agreement) |
|||
(c) | Approval of Security Holders. The transaction is not structured so that the approval of at least a majority of unaffiliated security holders is required. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: | ||
SUMMARY TERM SHEET SPECIAL FACTORSSection 12 (The Merger Agreement) THE TENDER OFFERSection 12 (Conditions to the Offer) |
7
(d) | Unaffiliated Representative. An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: | ||
SUMMARY TERM SHEET SPECIAL FACTORSSection 1 (Background of the Offer) SPECIAL FACTORSSection 3 (Position of Bankrate Regarding the Fairness of the Offer and the Merger) SPECIAL FACTORSSection 4 (Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger) SPECIAL FACTORSSection 5 (Purposes and Reasons of Parent, Purchaser and the Apax VII Funds) |
|||
(e) | Approval of Directors. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: | ||
SUMMARY TERM SHEET SPECIAL FACTORSSection 1 (Background of the Offer) SPECIAL FACTORSSection 3 (Position of Bankrate Regarding the Fairness of the Offer and the Merger) SPECIAL FACTORSSection 4 (Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger) |
|||
(f) | Other Offers. None. |
(a) | Report, Opinion or Appraisal. The information set forth in Item 4 Background of the Offer and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger; Item 5 Persons/Assets, Retained, Employed, Compensated or Used and Annex B and Annex C of the Schedule 14D-9 is incorporated by reference herein. | ||
The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: | |||
SUMMARY TERM SHEET SPECIAL FACTORSSection 1 (Background of the Offer) SPECIAL FACTORSSection 3 (Position of Bankrate Regarding the Fairness of the Offer and the Merger) SPECIAL FACTORSSection 4 (Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger) |
|||
(b) | Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in Item 4 Background of the Offer and the Merger; Reasons for the Offer and the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Offer and the Merger; Item 5 Persons/Assets, Retained, Employed, Compensated or Used and Annex B and Annex C of the Schedule 14D-9 is incorporated by reference herein. | ||
The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: | |||
SUMMARY TERM SHEET SPECIAL FACTORSSection 1 (Background of the Offer) SPECIAL FACTORSSection 3 (Position of Bankrate Regarding the Fairness of the Offer and the Merger) SPECIAL FACTORSSection 4 (Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger) |
|||
(c) | Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of Bankrate during its regular business hours by any interested holder of Bankrates shares or representative of the interested holder who has been so designated in writing. |
8
(a) | Source of Funds. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: | ||
SUMMARY TERM SHEET SPECIAL FACTORSSection 1 (Background of the Offer) SPECIAL FACTORSSection 12 (The Merger Agreement) THE TENDER OFFERSection 11 (Source and Amount of Funds) THE TENDER OFFERSection 12 (Conditions to the Offer) THE TENDER OFFERSection 15 (Fees and Expenses) |
(b) | Conditions. The Offer is not subject to any financing conditions. |
(c) | Expenses. The information set forth in the Offer to Purchase under the following caption is incorporated herein by reference: | ||
THE TENDER OFFERSection 14 (Fees and Expenses) | |||
(d) | Borrowed Funds. Not applicable. |
(a) | Securities Ownership. The information set forth in Security Ownership of Certain Beneficial Owners and Management of the Schedule 14D-9 Information Statement is incorporated by reference herein. |
(b) | Securities Transactions. The information set forth in Item 6 Interests in Securities of the
Subject Company of the Schedule 14D-9 is incorporated by reference herein. |
(d) | Intent to Tender or Vote in a Going-Private Transaction. The information set forth in Item 4(d) Intent to Tender of the Schedule 14D-9 is incorporated by reference herein. | ||
The information set
forth in the Offer to Purchase under the following captions is incorporated herein by
reference: SUMMARY TERM SHEET SPECIAL FACTORSSection 2 (The Support Agreements) SPECIAL FACTORSSection 5 (Purposes and Reasons of Parent, Purchaser and the Apax VII Funds) SPECIAL FACTORSSection 6 (Position of Parent, Purchaser and the Apax VII Funds as to Fairness) SPECIAL FACTORSSection 8 (Purposes, Reasons and Plans for Bankrate after the Merger) SPECIAL FACTORSSection 9 (Interests of Bankrates Directors and Executive Officers in the Offer and the Merger) SPECIAL FACTORSSection 10 (Certain Relationships Between Parent or Purchaser and Bankrate) SPECIAL FACTORSSection 12 (The Merger Agreement) |
|||
(e) | Recommendations of Others. The information set forth in Item 4(a) Solicitation/Recommendation of the Schedule 14D-9 is incorporated by reference herein. | ||
The information set forth in the Offer to Purchase
under the following captions is incorporated herein by
reference: SUMMARY TERM SHEET SPECIAL FACTORSSection 3 (Position of Bankrate Regarding the Fairness of the Offer and the Merger) SPECIAL FACTORSSection 4 (Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger) |
9
SPECIAL FACTORSSection 6 (Position of Parent, Purchaser and the Apax VII Funds as to Fairness) |
(a)(1) | The audited consolidated financial statements of Bankrate as of and for the fiscal years ended December 31, 2007 and December 31, 2008 are incorporated herein by reference to Item 8 to Bankrates Annual Report on Form 10-K for the year ended December 31, 2008. | ||
(a)(2) | The unaudited consolidated financial statements of Bankrate as of and for the quarter ended March 31, 2009 are incorporated herein by reference to Item 1 to Bankrates Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. | ||
(a)(3) | The information set forth in the section of the Offer to Purchase entitled THE TENDER OFFERSection 9 (Certain Information Concerning Bankrate) is incorporated herein by reference. | ||
(a)(4) | The information set forth in the section of the Offer to Purchase entitled THE TENDER OFFERSection 9 (Certain Information Concerning Bankrate) is incorporated herein by reference. | ||
(b) | Not applicable. |
(a) | Solicitations or Recommendations. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: | |
SUMMARY TERM SHEET SPECIAL FACTORSSection 1 (Background of the Offer) SPECIAL FACTORSSection 2 (The Support Agreements) SPECIAL FACTORSSection 3 (Position of Bankrate Regarding the Fairness of the Offer and the Merger) SPECIAL FACTORSSection 4 (Position of the Disinterested Directors Regarding the Fairness of the Offer and the Merger) SPECIAL FACTORSSection 9 (Interests of Bankrates Directors and Executive Officers in the Offer and the Merger) THE TENDER OFFERSection 3 (Procedures for Tendering Bankrate Shares) THE TENDER OFFERSection 15 (Fees and Expenses) |
||
(b) | Employees and Corporate Assets. The information set forth in Item 5 Persons/ Assets Retained, Employed, Compensated or Used of the Schedule 14D-9 and in Section 13 of the Offer to Purchase entitled Fees and Expenses is incorporated by reference herein. |
10
(b) | Other Material Information. The information set forth in the Offer to Purchase and the Schedule 14D-9 is incorporated herein by reference. |
Exhibit No. | ||
(a)(1)(A)
|
Offer to Purchase, dated July 28, 2009.* | |
(a)(1)(B)
|
Letter of Transmittal.* | |
(a)(1)(C)
|
Notice of Guaranteed Delivery.* | |
(a)(1)(D)
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(1)(E)
|
Letter to Clients for Use by Brokers, Dealers, Commercial Banks.* | |
(a)(1)(F)
|
Text of press release, dated July 28, 2009, concerning the Offer.* | |
(a)(1)(G)
|
Summary Advertisement as published on July 28, 2009.* | |
(a)(1)(H) |
Solicitation/Recommendation Statement on Schedule 14D-9, filed with the Securities and Exchange Commission (the SEC) on July 28, 2009 (incorporated by reference herein) | |
(a)(2)
|
The Solicitation/Recommendation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009, which is incorporated by reference herein.* | |
(a)(5)(1)
|
Complaint filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, captioned Pfeiffer v. Evans, et al., case No. 2009-CA-025137-xxxx-MB (incorporated by reference to Exhibit (a)(4) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).* | |
(a)(5)(2) |
Amended Complaint filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, captioned Bloch v. Bankrate, Inc., et al., case No. 2009-CA-025312-xxxx-MB (incorporated by reference to Exhibit (a)(5) of Amendment No. 1 to the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on August 3, 2009). | |
(a)(5)(3) |
Complaint filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, captioned KBC Asset Management N.V. v. Bankrate, Inc., et al., case No. 2009-CA-025313-xxxx-MB (incorporated by reference to Exhibit (a)(6) of of Amendment No. 1 to the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on August 3, 2009). | |
(b)
|
None. | |
(c)(1)
|
Opinion of Allen & Company LLC, dated July 22, 2009 (incorporated by reference to Annex B of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).* | |
(c)(2)
|
Presentation of Allen & Company LLC, dated July 22, 2009 (incorporated by reference to Exhibit (c)(2) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).* | |
(c)(3)
|
Opinion of Needham & Company LLC, dated July 22, 2009 (incorporated by reference to Annex C of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).* | |
(c)(4)
|
Presentation of Needham & Company LLC, dated July 22, 2009 (incorporated by reference to Exhibit (c)(4) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).* | |
(d)(1)
|
Agreement and Plan of Merger among BEN Holdings, Inc., BEN Merger Sub, Inc. and Bankrate, Inc., dated as of July 22, 2009.* | |
(d)(2)
|
Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Thomas R. Evans (incorporated by reference to exhibit (e)(7) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).* | |
(d)(3)
|
Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Peter Christopher Morse; Martha F. Morse, Martha F. Morse Revocable Trust; Peter C. Morse 2008 Annuity Trust; Peter C. Morse 2007 Annuity Trust; Peter* |
11
Exhibit No. | ||
C. Morse Remainder Trust FBO Clay P. Morse; Peter C. Morse Remainder Trust FBO Kate M. Frantz; and Peter C. Morse Remainder Trust FBO Lisa D. Morse (incorporated by reference to exhibit (e)(8) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).* | ||
(d)(4)
|
Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Robert P. OBlock (incorporated by reference to exhibit (e)(9) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).* | |
(d)(5)
|
Form of Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc., and each of Edward J. DiMaria, Daniel P. Hoogterp, Steven L. Horowitz, Michael Ricciardelli, Donaldson M. Ross and Bruce J. Zanca (incorporated by reference to exhibit (e)(6) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).* | |
(d)(6)
|
Limited Guarantee, dated as of July 22, 2009 (incorporated by reference to Exhibit 2.4 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).* | |
(d)(7)
|
Commitment Letter, dated as of July 22, 2009, by Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P. (incorporated by reference to Exhibit 2.2 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).* | |
(d)(8)
|
Commitment Letter, dated as of July 22, 2009, by Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P. (incorporated by reference to Exhibit 2.3 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).* | |
(f)
|
Statement of Appraisal Rights.* | |
(g)
|
None. | |
12
BEN MERGER SUB, INC. |
||||
By: | /s/ Christian Stahl | |||
Name: | Christian Stahl | |||
Title: | Director, Vice President, Secretary | |||
BEN HOLDINGS, INC. |
||||
By: | /s/ Mitch Truwit | |||
Name: | Mitch Truwit | |||
Title: | Director, Vice President, Assistant Secretary |
BANKRATE, INC. | ||||
By: | /s/ Edward J. DiMaria |
|||
Edward J. DiMaria | ||||
Senior Vice President | ||||
Chief Financial Officer |
13
Exhibit No. | ||
(a)(1)(A)
|
Offer to Purchase, dated July 28, 2009.* | |
(a)(1)(B)
|
Letter of Transmittal.* | |
(a)(1)(C)
|
Notice of Guaranteed Delivery.* | |
(a)(1)(D)
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(1)(E)
|
Letter to Clients for Use by Brokers, Dealers, Commercial Banks.* | |
(a)(1)(F)
|
Text of press release, dated July 28, 2009, concerning the Offer.* | |
(a)(1)(G)
|
Summary Advertisement as published on July 28, 2009.* | |
(a)(1)(H) |
Solicitation/Recommendation Statement on Schedule 14D-9, filed with the Securities and Exchange Commission (the SEC) on July 28, 2009 (incorporated by reference herein) | |
(a)(2)
|
The Solicitation/Recommendation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009, which is incorporated by reference herein.* | |
(a)(5)(1)
|
Complaint filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, captioned Pfeiffer v. Evans, et al., case No. 2009-CA-025137-xxxx-MB (incorporated by reference to Exhibit (a)(4) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).* | |
(a)(5)(2) |
Amended Complaint filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, captioned Bloch v. Bankrate, Inc., et al., case No. 2009-CA-025312-xxxx-MB (incorporated by reference to Exhibit (a)(5) of Amendment No. 1 to the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on August 3, 2009). | |
(a)(5)(3) |
Complaint filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, captioned KBC Asset Management N.V. v. Bankrate, Inc., et al., case No. 2009-CA-025313-xxxx-MB (incorporated by reference to Exhibit (a)(6) of of Amendment No. 1 to the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on August 3, 2009). | |
(b) |
None. | |
(c)(1)
|
Opinion of Allen & Company LLC, dated July 22, 2009 (incorporated by reference to Annex B of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).* | |
(c)(2)
|
Presentation of Allen & Company LLC, dated July 22, 2009 (incorporated by reference to Exhibit (c)(2) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).* | |
(c)(3)
|
Opinion of Needham & Company LLC, dated July 22, 2009 (incorporated by reference to Annex C of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).* | |
(c)(4)
|
Presentation of Needham & Company LLC, dated July 22, 2009 (incorporated by reference to Exhibit (c)(4) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).* | |
(d)(1)
|
Agreement and Plan of Merger among BEN Holdings, Inc., BEN Merger Sub, Inc. and Bankrate, Inc., dated as of July 22, 2009.* | |
(d)(2)
|
Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Thomas R. Evans (incorporated by reference to exhibit (e)(7) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).* | |
(d)(3)
|
Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Peter Christopher Morse; Martha F. Morse, Martha F. Morse Revocable Trust; Peter C. Morse 2008 Annuity Trust; Peter C. Morse 2007 Annuity Trust; Peter C. Morse Remainder Trust FBO Clay P. Morse; Peter C. Morse Remainder Trust FBO Kate M. Frantz; and Peter C. Morse Remainder Trust FBO Lisa D. Morse (incorporated by reference to exhibit (e)(8) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).* | |
(d)(4)
|
Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Robert P. OBlock (incorporated by reference to exhibit (e)(9) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).* |
14
Exhibit No. | ||
(d)(5)
|
Form of Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc., and each of Edward J. DiMaria, Daniel P. Hoogterp, Steven L. Horowitz, Michael Ricciardelli, Donaldson M. Ross and Bruce J. Zanca (incorporated by reference to exhibit (e)(6) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).* | |
(d)(6)
|
Limited Guarantee, dated as of July 22, 2009 (incorporated by reference to Exhibit 2.4 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).* | |
(d)(7)
|
Commitment Letter, dated as of July 22, 2009, by Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P. (incorporated by reference to Exhibit 2.2 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).* | |
(d)(8)
|
Commitment Letter, dated as of July 22, 2009, by Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P. (incorporated by reference to Exhibit 2.3 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).* | |
(f)
|
Statement of Appraisal Rights.* | |
(g)
|
None. | |
15