Bankrate seeks to amend information deadlines for its 6 1/8% notes

By Marisa Wong

Madison, Wis., May 4 – Bankrate, Inc. said it has begun a solicitation of consents to amend the indenture governing its 6 1/8% senior notes due 2018.

The company is seeking to amend the indenture to modify deadlines for delivering financial information as follows:

• The delivery of financial information relating to the fiscal quarter ended Sept. 30, 2014 (the 2014 Q3 report), the fiscal year ended Dec. 31 (the 2014 annual report) and the fiscal quarter ended March 31 (the 2015 Q1 report) would not be required until June 24.

If a second consent payment (described below) is made, the deadline would be July 14;

• The 2014 Q3 report would not be required if the unaudited financial information for the fiscal quarter ended Sept. 30, 2014 is included in the 2014 annual report that is delivered on or before June 24 or, if the second consent payment is made, July 14;

• 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 would not be required; and

• The holders would release and waive any default or non-compliance arising from the failure to timely deliver the 2014 Q3 report, the 2014 annual report or the 2015 Q1 report prior to the date a supplemental indenture is completed.

The consent solicitation is scheduled to expire at 5 p.m. ET on May 11.

Holders will be entitled to receive a consent consideration equal to $1.25 per $1,000 principal amount of notes for which consents have been delivered by the expiration time. The initial consent payment will be made once the conditions to the consent solicitation are satisfied or waived.

An additional $1.25 per $1,000 of notes will be paid on or before June 25, unless the 2014 Q3 report, the 2014 annual report and the 2015 Q1 report have been delivered on or before June 24.

Holders giving their consents after the expiration date will not be entitled to receive either the initial consent payment or the second consent payment.

Payment of the consent consideration is conditioned on the company receiving consents from holders of a majority in principal amount of the outstanding notes and the execution of a supplemental indenture implementing the proposed changes.

The company is soliciting consents from holders of record as of 5 p.m. ET on May 1.

RBC Capital Markets, LLC (877 381-2099 or 212 618-7822) is the solicitation agent. D.F. King & Co., Inc. (212 269-5550 for banks and brokers or 877 864-5055) is the information agent and tabulation agent.

North Palm Beach, Fla.-based Bankrate is a publisher and distributor of personal finance content on the internet.

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