Bankrate, Inc.

During April 2017 management implemented a restructuring initiative to exit the print product sales channel and drive increased efficiencies by better aligning resources with strategic objectives. The initiative will reduce headcount and consolidate functions and locations. During the three months ended June 30, 2017, as part of this process, we have formally communicated the termination of employment to approximately 40 employees and as of June 30, 2017 approximately 20 employees have been separated from service. We expect to incur costs of approximately $2.0 million as part of this process, inclusive of (i) approximately $800,000 for termination costs, including severance and retention expenses, (ii) approximately $900,000 for facility closure costs and (iii) approximately $300,000 for the acceleration of amortization of certain assets, of which, approximately $1.4 million is expected to be settled in cash. This initiative is expected to be completed by December 31, 2017. During the three months ended June 30, 2017, we incurred $669,000 in restructuring expense related to severance, retention and other personnel related expenses, and $201,000 within amortization expense for the acceleration of intangible assets.

The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Red Ventures. The Merger Agreement provides that each share of common stock, par value $0.01 per share, of the Company (“Common Stock”) outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than shares of Common Stock owned by the Company, Red Ventures, Merger Sub or any wholly owned subsidiary of the Company and shares of Common Stock owned by stockholders of the Company who properly demand and do not withdraw a demand for, or lose their right to, appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware) will at the Effective Time automatically be cancelled and converted into the right to receive $14.00 in cash, without interest (the “Merger Consideration”).

In connection with the execution of the Merger Agreement, Red Ventures entered into a voting agreement (the “Voting Agreement”) with Ben Holding S.à r.l., a stockholder of the Company. Subject to the terms and conditions set forth therein, Ben Holding S.à r.l. has agreed, among other things, to vote the shares of Common Stock over which it has voting power in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger, against alternative acquisition proposals, and against any other action or agreement that would reasonably be expected to result in a material breach of the Merger Agreement by the Company or prevent, materially impair or materially delay the consummation of the Merger. The aggregate number of shares covered by the voting obligations set forth in the Voting Agreement shall automatically be reduced (on a pro rata basis with each other stockholder of the Company who executes a similar voting agreement with Red Ventures in connection with the Merger Agreement and the transactions contemplated thereby, if any) to the extent necessary in order that the aggregate number of shares subject to the Voting Agreement, together with all other shares of Common Stock subject to such other voting agreements, if any, represents no more than 39.9% of the shares of Common Stock outstanding and entitled to vote. The Voting Agreement also contains certain restrictions on the transfer of shares of Common Stock by Ben Holding S.à r.l. The Voting Agreement will terminate upon the earlier of the consummation of the Merger, the termination of the Merger Agreement in accordance with its terms or a Change of Recommendation by the Company’s Board of Directors in connection with a Superior Proposal (as defined in the Merger Agreement) pursuant to the Merger Agreement.

If the transaction is not completed within the expected time frame or at all, we may be subject to a number of material risks. The price of our common stock may decline to the extent that current market prices reflect a market assumption that the Merger will be completed. In addition, some costs related to the Merger must be paid whether or not the Merger is completed, and we have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the proposed Merger, as well as the direction of management resources towards the Merger, for which we will have received little or no benefit if the closing of the Merger does not occur. We may also experience negative reactions from our stockholders and other investors, employees, customers, providers, advertisers, partners and other third parties. In addition, in specified circumstances, we could be required to pay Red Ventures a termination fee of approximately $37.7 million. If the Merger Agreement is not adopted by our stockholders, or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to us will be offered or that our business, prospects or results of operations will not be adversely affected.

In addition, if the Merger is not completed, our Board of Directors may review and consider various alternatives available to us, including, among others, continuing as a public company with no material changes to our business or capital structure, seeking an acquisition or attempting to implement another transaction that is similar to the Merger. These alternative transactions may involve various additional risks to our business, including, among others, distraction of our management team and associated expenses as described above in connection with the proposed Merger, and risks and uncertainties related to our ability to consummate any such alternative transaction and other variables which may adversely affect our operations. During the pendency of the Merger, however, the Merger Agreement contains provisions that restrict our ability to entertain alternative transactions, which could discourage or make it difficult for a third party to propose or complete any such alternative transaction with us.