X0203 3 2009-08-25 0 0001080866 BANKRATE INC RATE 0001468774 BEN Holdings, Inc. 601 LEXINGTON AVENUE, 53RD FLOOR NEW YORK NY 10022 0 0 1 0 0001470409 Ben Holding S.a.r.l. 41 BOULEVARD PRINCE HENRI, L-1724 LUXEMBOURG N4 LUXEMBOURG 0 0 1 0 0001024682 MEGRUE JOHN F 601 LEXINGTON AVENUE, 53RD FLOOR NEW YORK NY 10022 0 0 1 0 0001469893 Apax US VII GP, Ltd. P.O. BOX 908GT GEORGE TOWN GRAND E9 KY1-9002 CAYMAN ISLANDS 0 0 1 0 Common Stock, par value $0.01 per share 61491167 D Common Stock, par value $0.01 per share 4571476 I See Footnote BEN Holdings, Inc. ("Parent"), BEN Merger Sub, Inc. ("Purchaser") and the Issuer entered into an Agreement and Plan of Merger, dated as of July 22, 2009 (the "Merger Agreement"), pursuant to which Purchaser commenced a tender offer (the "Offer") to purchase all of the outstanding shares of common stock of the Issuer. The Offer was made pursuant to the Merger Agreement, pursuant to which, following the purchase of the Issuer's shares and the satisfaction or waiver of each of the applicable conditions set forth in the Merger Agreement, including compliance with Florida law, Purchaser will be merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. On August 25, 2009, Purchaser acquired 61,491,167 shares of the Issuer's common stock, including shares issued pursuant to the exercise of a "top-up" option by Purchaser. Purchaser is a wholly owned subsidiary of Parent. All of the outstanding common stock of Parent is owned by Ben Holding S.a r.l., which is owned by Apax US VII, L.P. (holding 7%) and Apax WW Nominees Ltd. (holding 93% as a nominee for Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P.). (Continued in footnote 3) Apax Europe VII GP L.P. Inc. is the general partner of each of Apax Europe VII A, L.P., Apax Europe VII B, L.P. and Apax Europe VII 1, L.P. Apax Europe VII GP Co. Limited is the general partner of Apax Europe VII GP L.P. Inc. Apax Partners Europe Managers Ltd has been appointed by Apax Europe VII GP L.P. Inc. as discretionary investment manager of the investments of Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P. Apax Guernsey (Holdco) Limited is the general partner of Apax Europe VII GP Co. Limited. (Continued in footnote 4) Apax US VII GP, L.P. is the general partner of Apax US VII, L.P. Apax US VII GP, Ltd. is the general partner of Apax US VII GP, L.P. John F. Megrue owns 100% of the equity interests of Apax US VII GP, Ltd. The Reporting Persons disclaim beneficial ownership of the securities reported on this statement except to the extent of their respective pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, any of the Reporting Persons is the beneficial owner of all such shares of common stock covered by this statement. Purchaser, Parent and certain shareholders of the Issuer (the "Shareholders") entered into Non-Tender and Support Agreements, dated July 22, 2009, pursuant to which the Shareholders agreed, among other things, to appoint BEN Holdings, Inc. proxy and attorney-in-fact to vote all of their securities of the Issuer subject to the Non-Tender and Support Agreements for the approval and adoption of the Merger Agreement and the transactions contemplated thereby, and against other actions which could reasonably be expected to impede, delay or adversely affect the Merger, subject to the terms and conditions of the Non-Tender and Support Agreements. Neither Parent nor Purchaser has any pecuniary interest in the shares held by the Shareholders and each expressly disclaims beneficial ownership of any shares covered by the Non-Tender and Support Agreements. See Form 3 for BEN Merger Sub, Inc. filed simultaneously herewith for additional members of this joint filing. BEN HOLDINGS, INC., by: /s/ Christian Stahl 2009-09-04 BEN HOLDING S.A R.L., by: /s/ Andrew Guille, by: /s/ Geoffrey Henry 2009-09-04 /s/ John F. Megrue 2009-09-04 APAX US VII GP, LTD., by: John F. Megrue 2009-09-04