Bankrate Inc.

Bankrate Inc.

Bankrate Inc. Securities Settlement

The lawsuit was settled for $18 million in cash. The following is a summary of the proceedings in this lawsuit: ‘Bankrate is a publisher of personal finance information to consumers on the Internet, including through Bankrate-owned websites. Bankrate generates revenues in part by selling sales leads, that is, by connecting consumers to companies that offer financial products such as insurance, credit cards and mortgages. In the Action, Lead Plaintiffs alleged that Defendants made false and misleading statements about the quality of Bankrate insurance leads. On October 10, 2013, the Arkansas Teacher Retirement System (Arkansas Teachers) filed a Class Action Complaint asserting claims against Defendants and others for violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the Exchange Act) and Rule 10b-5 promulgated thereunder. On January 21, 2014, plaintiffs Arkansas Teachers and Fresno County Employees Retirement Association (Fresno County) filed and served their Amended Class Action Complaint (the Complaint). The Complaint asserted claims against Bankrate and the Individual Defendants under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder and against the Individual Defendants and Apax Partners L.P., Apax Partners LLP, and Apax Partners Europe Managers Ltd. (collectively, Apax Partners) under Section 20(a) of the Exchange Act, alleging that these defendants made, or controlled others who made, allegedly materially false and misleading statements and failed to disclose certain material facts about the quality of Bankrate insurance leads during the Settlement Class Period. The Complaint alleged that these statements and omissions caused the price of Bankrate common stock to be artificially inflated and that the price declined when the truth was revealed. On January 31, 2014, the Court appointed Arkansas Teachers and Fresno County as Lead Plaintiffs for the class, and approved Lead Plaintiffs selection of Bernstein Litowitz Berger & Grossmann LLP as Lead Counsel. On February 11, 2014, Bankrate, the Individual Defendants and Apax Partners filed and served their motion to dismiss the Complaint. On February 25, 2014, Lead Plaintiffs filed and served their papers in opposition to the motion and, on March 4, 2014, Bankrate, the Individual Defendants and Apax Partners filed and served their reply papers. Oral argument on the motion was held on April 4, 2014. In a bottom line order dated April 15, 2014, the Court granted in part, and denied in part, defendants motion. The Court dismissed the claims against Apax Partners, but otherwise denied defendants motion. On April 30, 2014, the Court issued its memorandum opinion on the motion to dismiss. On May 15, 2014, Bankrate and the Individual Defendants filed and served their answer to the Complaint. 18. On May 30, 2014, Lead Counsel and Defendants Counsel participated in a full-day mediation session before Honorable Layn R. Phillips, a former federal district court judge in the United States District Court for the Western District of Oklahoma. In advance of that session, the Parties exchanged detailed mediation statements and exhibits, which addressed the issues of both liability and damages, and included damages analyses conducted by their respective experts, that were also submitted to Judge Phillips. After the conclusion of the session, Judge Phillips made a mediator recommendation that the Action be settled for $18,000,000. On June 5, 2014, the Parties accepted Judge Phillips recommendation and agreed in principle to settle and release all claims asserted against Defendants in the Action in return for a cash payment by or on behalf of Defendants of $18,000,000 for the benefit of the Settlement Class.’

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