NEW YORK, May 11, 2015 /PRNewswire/ -- Bankrate, Inc. (the "Company") announced today the expiration (on May 11, 2015) and final results of its previously announced solicitation of consents (the "Consent Solicitation") to amend (the "Proposed Amendments") the indenture (the "Indenture") governing its 6.125% Senior Notes due 2018 (the "Notes"). In addition, the Company announced today that it has obtained a waiver, dated May 11, 2015 (the "Waiver"), to its existing revolving credit agreement (the "Credit Agreement").

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The Company received consents from the holders of more than a majority of the aggregate principal amount of the Notes by 5:00 p.m., New York City time, on May 11, 2015 (the "Expiration Date"), as reported by the tabulation agent. The Proposed Amendments required the consent of holders of a majority of the Notes. The Waiver to the Credit Agreement waives compliance by the Company with certain of the reporting covenants set forth in the Credit Agreement.

Holders who validly delivered (and did not validly revoke) consents to the Proposed Amendments in the manner described in the Consent Solicitation Statement dated May 4, 2015 (the "Consent Solicitation Statement") are eligible to receive, subject to the terms and conditions set forth in the Consent Solicitation Statement, consent consideration equal to $1.25 per $1,000 principal amount of Notes with respect to which consents were validly delivered (and not validly revoked) (the "Initial Consent Payment"). Pursuant to the terms of the Proposed Amendment, an additional $1.25 per $1,000 principal amount of Notes with respect to which consents were validly delivered (and not validly revoked) (the "Second Consent Payment" and, together with the Initial Consent Payment, the "Consent Consideration") will be paid on or before June 25, 2015, unless the 2014 Q3 Report (subject to clause (ii) of the second following paragraph below), 2014 Annual Report and the 2015 Q1 Report (each as defined below) have been delivered to the Trustee (as defined below) on or before June 24, 2015. Holders providing consents after the Expiration Date will not be entitled to receive either the Initial Consent Payment or the Second Consent Payment.

On May 11, 2015, the Company, the Guarantors party thereto and Wilmington Trust, National Association, as trustee under the Indenture (the "Trustee") executed a Supplemental Indenture (the "Supplemental Indenture"), to the Indenture governing the Notes, incorporating the Proposed Amendments. While the Supplemental Indenture became effective upon execution, the Proposed Amendments to the Indenture governing the Notes contained in the Supplemental Indenture will not become operative until the Company makes the Initial Consent Payment. If the Initial Consent Payment is paid, the Proposed Amendments will be binding upon all Holders, whether or not such Holders have delivered consents.

Pursuant to the Proposed Amendments to the Indenture governing the Notes, (i) the financial information that would be required to be contained in (A) a quarterly report on Form 10-Q with respect to the fiscal quarter ended September 30, 2014 (the "2014 Q3 Report") (subject to clause (ii) below), (B) an annual report on Form 10-K, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and a report on the annual financial statements by the Company's independent registered public accounting firm with respect to the fiscal year ended December 31, 2014 (collectively, the "2014 Annual Report") and (C) a quarterly report on Form 10-Q with respect to the fiscal quarter ended March 31, 2015 (the "2015 Q1 Report") will not be required to be delivered to the Trustee until June 24, 2015 (or, if the Second Consent Payment is made, July 14, 2015), (ii) the 2014 Q3 Report will not be required to be delivered to the Trustee if the unaudited financial information for the fiscal quarter ended September 30, 2014, presented in accordance with Item 302 of Regulation S-K in a level of detail that complies with Regulation S-X Article 10 but excluding footnotes, is included in the 2014 Annual Report that is delivered to the Trustee on or before June 24, 2015 (or, if the Second Consent Payment is made, July 14, 2015), (iii) the delivery of an officer's certificate detailing any defaults relating to the delayed delivery of the 2014 Q3 Report, the 2014 Annual Report and the 2015 Q1 Report will not be required and (iv) the Holders agree to release and waive any default or non-compliance by the Company, the Guarantors and their subsidiaries arising from the failure to timely deliver the 2014 Q3 Report, the 2014 Annual Report and/or the 2015 Q1 Report prior to May 11, 2015, the date of execution of the Supplemental Indenture.

RBC Capital Markets, LLC was the Solicitation Agent and D.F. King & Co., Inc. was the Information Agent and Tabulation Agent for the Consent Solicitation.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities.

About Bankrate (NYSE: RATE)
Bankrate is a leading online publisher, aggregator, and distributor of personal finance content. Bankrate aggregates large scale audiences of in-market consumers by providing them with proprietary, fully researched, comprehensive, independent and objective personal finance and related editorial content across multiple vertical categories including mortgages, deposits, insurance, credit cards, senior care and other categories, such as retirement, automobile loans, and taxes. Our flagship sites Bankrate.com, CreditCards.com, insuranceQuotes.com and Caring.com are leading destinations in each of their respective verticals and connect our audience with financial service and senior care providers and other contextually relevant advertisers. Bankrate also develops and provides content, tools, web services and co-branded websites to over 100 online partners, including some of the most trusted and frequently visited personal finance sites such as Yahoo!, AOL, CNBC, AARP and Bloomberg. In addition, Bankrate licenses editorial content to leading news organizations such as The Wall Street Journal, USA Today, and The New York Times.

For more information: www.bankrate.com.

Forward-Looking Statements
This press release includes information that could constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements typically contain words such as "anticipates," "believes," "estimates," "expects," "intends" or similar words indicating that future outcomes are not known with certainty and are subject to risk factors that could cause these outcomes to differ significantly from those projected. Forward-looking statements include, but are not limited to, statements about the benefits of the Consent Solicitation; the time, if any, at which the Proposed Amendments become operative; and the timing with respect to the announcement of the results of the internal review and of the Company's financial results for fiscal year ended December 31, 2014 and the three months ended March 31, 2015. Any such forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Some of the factors that could cause actual results to differ materially include, but are not limited to: failure to receive the Requisite Consents; risks associated with the ability to consummate the Consent Solicitation and the timing of the Consent Solicitation; the ability to realize the anticipated benefits of the Consent Solicitation; a delay in our internal review; the timing and outcome of the SEC and DOJ investigations; our ability to maintain an effective system of internal controls and disclosure controls; review of our business and operations by regulatory authorities; the review of the results of our internal review, the audit of our fiscal year ended December 31, 2014, and review of the three months ended March 31, 2015, by our independent outside auditor; changes in the overall U.S. or global economy; increased or unanticipated legal and regulatory costs; and other factors discussed in our filings with the Securities and Exchange Commission, including those identified in the "Risk Factors" section of our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. Past results of the Company are not necessarily indicative of its future results. The Company does not undertake any obligation to update any forward-looking statements, except as required by securities laws.

For more information:
Kayleen Yates
Senior Director, Corporate Communications
kyates@bankrate.com
(917) 368-8677

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SOURCE Bankrate, Inc.