SC 13E3/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3/A

RULE 13e-3 TRANSACTION STATEMENT
(Under Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 5)

BANKRATE, INC.

(Name of Subject Company—(Issuer))

BEN MERGER SUB, INC.

BEN HOLDINGS, INC.

BANKRATE, INC.

Peter C. Morse
Thomas R. Evans
Robert P. O’Block
Edward J. DiMaria
Daniel P. Hoogterp
Steven L. Horowitz
Michael Ricciardelli
Donaldson M. Ross
Bruce J. Zanca

(Name of Person(s) Filing Statements)

Ben Holding S.à r.l.
Apax US VII, L.P.
Apax Europe VII-A, L.P.
Apax Europe VII-B, L.P.
Apax Europe VII-1, L.P.
Apax US VII GP, L.P.
Apax US VII GP, Ltd.
Apax Europe VII GP L.P. Inc.
Apax Europe VII GP Co. Limited
Apax Partners Europe Managers Ltd

(Names of Filing Persons—(Other Person(s)))

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

06646V108

(CUSIP Number of Class of Securities)

Mitch Truwit
c/o BEN Holdings, Inc.
601 Lexington Avenue, 53rd Floor
New York, New York 10022
Telephone: (212) 646-7242 Edward J. DiMaria
11760 U.S. Highway One, Suite 200
North Palm Beach, Florida 33408
Telephone: (561) 630-2400

(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Joshua N. Korff, Esq.
Susan J. Zachman, Esq.
Christopher A. Kitchen, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800 Lawrence S. Makow, Esq.
David E. Shapiro, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000

This statement is filed in connection with (check the appropriate box):

     1. o The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.

     2. o The filing of a registration statement under the Securities Act of 1933.

     3. þ A tender offer.

     4. o None of the above.

Check the following box if the soliciting material or information statement referred to in checking box (a) are preliminary copies:o

Check the following box if the filing fee is a final amendment reporting the results of the transaction:o

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$586,151,577	$32,707

*	Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 19,223,794 shares of common stock, par value $0.01 per share, at $28.50 per share. The transaction value also includes the offer price of $28.50 multiplied by 1,326,803, the estimated number of options to purchase shares that are currently outstanding and exercisable upon expiration of the offer.
**	The amount of the filing fee is calculated in accordance with Fee Rate Advisory #5 for Fiscal Year 2009 issued by the SEC, effective March 11, 2009, by multiplying the Transaction Value by 0.00005580.

þ Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $32,707

Filing Party:  BEN Merger Sub, Inc.,
 BEN Holdings, Inc. and other filers

     Schedule:  Schedule TO-T

     Date Filed:  July 28, 2009

INTRODUCTION

     This Amendment No. 5 to the Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (the “Transaction Statement”), is being filed by BEN Merger Sub, Inc. (“Purchaser”), BEN Holdings, Inc. (“Parent”), Ben Holding S.à r.l., Apax US VII, L.P., Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., Apax US VII GP, L.P., Apax US VII GP, Ltd., Apax Europe VII GP L.P. Inc., Apax Europe VII GP Co. Limited, Apax Partners Europe Managers Ltd, Bankrate, Inc., a Florida corporation (“Bankrate” or the “Company”), the issuer of the common stock that is subject to the Rule 13e-3 transaction, Peter C. Morse, Thomas R. Evans, Robert P. O’Block, Edward J. DiMaria, Daniel P. Hoogterp, Steven L. Horowitz, Michael Ricciardelli, Donaldson M. Ross and Bruce J. Zanca. Parent is a wholly-owned subsidiary of Ben Holding S.à r.l., which is beneficially owned by Apax US VII, L.P. (“Apax US VII Fund”), Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P. (“Apax Europe VII Funds”). Apax Partners, L.P. is (i) an advisor to Apax US VII Fund under an investment advisory agreement with Apax US VII Fund, (ii) an advisor to Apax Europe VII Funds, and (iii) an advisor to Apax Partners Europe Managers Ltd, the discretionary investment manager to the Apax Europe VII Funds, under separate investment advisory contracts. This Transaction Statement relates to the tender offer by Parent and Purchaser to acquire all of the outstanding shares of common stock, par value $0.01 per share of the Company (the “Shares”), at a price of $28.50 per share, net to the seller in cash, without interest and less any applicable withholding taxes upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 28, 2009 (as amended from time to time, the “Offer to Purchase”) and the related Letter of Transmittal (which together constitute the “Offer”), filed as exhibits to the Schedule TO of Parent and Purchaser and the other parties thereto, filed with the Securities and Exchange Commission (“SEC”) on July 28, 2009, as amended from time to time, (the “Schedule TO”).

     This Transaction Statement also relates to the Agreement and Plan of Merger dated as of July 22, 2009 by and among Parent, Purchaser and Bankrate (the “Merger Agreement”). The Merger Agreement provides, among other things, that after consummation of the Offer, Purchaser will merge with and into the Company (the “Merger”), with Bankrate continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the effective time of the Merger, each outstanding Share (other than Shares owned by Parent, Purchaser, Bankrate and its subsidiaries, certain shares owned by certain of Bankrate’s officers and directors, and Shares with respect to which dissenters' rights are properly demanded and perfected) will be converted into the right to receive $28.50 in cash.

     The Company has filed a Schedule 14D-9 Solicitation and Recommendation Statement (as amended from time to time, the “Schedule  14D-9”) under Section 14(d)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in response to the Schedule TO. A copy of the Schedule 14D-9 has been filed as Exhibit (a)(2) hereto, a copy of the Offer to Purchase has been filed as Exhibit (a)(1)(A) hereto and a copy of the Merger Agreement has been filed as Exhibit (d)(1) hereto.

     The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Schedule TO and Schedule 14D-9 of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Schedule TO and Schedule 14D-9, including all annexes and amendments thereto, is incorporated by reference herein, and the responses to each Item in this Transaction Statement are qualified in their entirety by the information contained in the Schedule TO and Schedule 14D-9 and the annexes thereto. All information contained in this Transaction Statement concerning the Company, Parent or Purchaser has been provided by such person and not by any other person.

2

Item 1: Summary Term Sheet

Regulation M-A Item 1001

     Item 1 is amended by adding the following:

     The full text of the press releases announcing the completion of the Offer, which are attached as Exhibit (a)(5)(5) and Exhibit (a)(5)(7) and are incorporated by reference herein.

     On August 25, 2009, Parent and Purchaser commenced mailing the Information Statement Relating to Merger (the “Information Statement”) to shareholders of record on August 25, 2009. The Information Statement is being delivered pursuant to Section 607.1140(2) of the FBCA in connection with the “short-form” merger of Bankrate into Purchaser. The Merger Agreement, a copy of which was filed a s Exhibit (d)(1), is being delivered together with the Information Statement.

     The Information Statement is attached as Exhibit (a)(5)(6) and is incorporated by reference herein.

Item 4. Terms of the Transaction

Regulation M-A Item 1004

(a) Material Terms.

     Item 4 is amended by adding the following:

     The full text of the press releases announcing the completion of the Offer, which are attached as Exhibit (a)(5)(5) and Exhibit (a)(5)(7) and are incorporated by reference herein.

Item 15: Additional Information

Regulation M-A Item 1011

(b) Other Material Information.

     Item 15 is amended by adding the following:

     The full text of the press releases announcing the completion of the Offer, which are attached as Exhibit (a)(5)(5) and Exhibit (a)(5)(7) and are incorporated by reference herein.

     On August 25, 2009, Parent and Purchaser commenced mailing the Information Statement to shareholders of record on August 25, 2009. The Information Statement is being delivered pursuant to Section 607.1140(2) of the FBCA in connection with the “short-form” merger of Bankrate into Purchaser. The Merger Agreement, a copy of which was filed a s Exhibit (d)(1), is being delivered together with the Information Statement.

     The Information Statement is attached as Exhibit (a)(5)(6) and is incorporated by reference herein.

3

Item 16. Exhibits

Regulation M-A Item 1016

Exhibit No.
(a)(1)(A)	Offer to Purchase, dated July 28, 2009 as amended on August 11, 2009, August 17, 2009 and August 21, 2009. (incorporated by reference to Exhibit (a)(1)(A) of the Tender Offer Statement on Schedule TO filed by BEN Merger Sub, Inc. and BEN Holdings, Inc. and the other parties thereto dated, August 21, 2009).*
(a)(1)(B)	Letter of Transmittal.*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Letter to Clients for Use by Brokers, Dealers, Commercial Banks.*
(a)(1)(F)	Text of press release, dated July 28, 2009, concerning the Offer.*
(a)(1)(G)	Summary Advertisement as published on July 28, 2009.*
(a)(2)	Solicitation/Recommendation Statement on Schedule 14D-9, filed with the Securities and Exchange Commission (the “SEC”) on July 28, 2009 as amended on August 3, 2009, August 11, 2009, August 17, 2009 and August 21, 2009, which is incorporated by reference herein.*
(a)(5)(1)	Complaint filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, captioned Pfeiffer v. Evans, et al., case No. 2009-CA-025137-xxxx-MB (incorporated by reference to Exhibit (a)(4) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).*
(a)(5)(2)	Amended Complaint filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, captioned Bloch v. Bankrate, Inc., et al., case No. 2009-CA-025312-xxxx-MB (incorporated by reference to Exhibit (a)(5) of Amendment No. 1 to the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on August 3, 2009).*
(a)(5)(3)	Complaint filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, captioned KBC Asset Management N.V. v. Bankrate, Inc., et al., case No. 2009-CA-025313-xxxx-MB (incorporated by reference to Exhibit (a)(6) of Amendment No. 1 to the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on August 3, 2009).*
(a)(5)(4)	Complaint filed in the United States District Court for the Southern District of Florida, captioned Novick v. Bankrate, Inc. et al., case No. 09-81138-Civ (incorporated by reference to Exhibit (a)(7) of Amendment No. 2 to the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on August 11, 2009).*
(a)(5)(5)	Press release issued by BEN Holdings, Inc. and BEN Merger Sub, Inc., dated August 25, 2009, announcing the completion of the tender offer.
(a)(5)(6)	Information Statement Relating to Merger.
(a)(5)(7)	Press release issued by Bankrate, Inc., dated August 25, 2009, announcing the completion of the tender offer (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by Bankrate, Inc. on August 27, 2009).
(b)	None.
(c)(1)	Opinion of Allen & Company LLC, dated July 22, 2009 (incorporated by reference to Annex B of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).*
(c)(2)	Presentation of Allen & Company LLC, dated July 22, 2009 (incorporated by reference to Exhibit (c)(2) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).*
(c)(3)	Opinion of Needham & Company LLC, dated July 22, 2009 (incorporated by reference to Annex C of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).*
(c)(4)	Presentation of Needham & Company LLC, dated July 22, 2009 (incorporated by reference to Exhibit (c)(4) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).*
(c)(5)	Presentation of Allen & Company LLC, dated June 30, 2009 (incorporated by reference to Exhibit (c)(5) of Amendment No. 2 to the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on August 11, 2009).*
(d)(1)	Agreement and Plan of Merger among BEN Holdings, Inc., BEN Merger Sub, Inc. and Bankrate, Inc., dated as of July 22, 2009.*
(d)(2)	Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Thomas R. Evans (incorporated by reference to exhibit (e)(7) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).*
(d)(3)	Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Peter Christopher Morse; Martha F. Morse, Martha F. Morse Revocable Trust; Peter C. Morse 2008 Annuity Trust; Peter C. Morse 2007 Annuity Trust; Peter

4

Exhibit No.
	C. Morse Remainder Trust FBO Clay P. Morse; Peter C. Morse Remainder Trust FBO Kate M. Frantz; and Peter C. Morse Remainder Trust FBO Lisa D. Morse (incorporated by reference to exhibit (e)(8) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).*
(d)(4)	Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Robert P. O’Block (incorporated by reference to exhibit (e)(9) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).*
(d)(5)	Form of Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc., and each of Edward J. DiMaria, Daniel P. Hoogterp, Steven L. Horowitz, Michael Ricciardelli, Donaldson M. Ross and Bruce J. Zanca (incorporated by reference to exhibit (e)(6) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).*
(d)(6)	Limited Guarantee, dated as of July 22, 2009 (incorporated by reference to Exhibit 2.4 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).*
(d)(7)	Commitment Letter, dated as of July 22, 2009, by Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P. (incorporated by reference to Exhibit 2.2 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).*
(d)(8)	Commitment Letter, dated as of July 22, 2009, by Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P. (incorporated by reference to Exhibit 2.3 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).*
(f)	Statement of Appraisal Rights.*
(g)	None.

*Previously filed

5

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 27, 2009

BEN MERGER SUB, INC.
By:	/s/ Christian Stahl
	Name:	Christian Stahl
	Title:	Director, Vice President, Secretary

BEN HOLDINGS, INC.
By:	/s/ Mitch Truwit
	Name:	Mitch Truwit
	Title:	Director, Vice President, Assistant Secretary

BEN HOLDING S.ÀR.L.
By:	/s/ Andrew Guille
	Name:	Andrew Guille
	Title:	Class B Director

APAX US VII, L.P. By: Apax US VII GP, L.P. Its: General Partner By: Apax US VII GP, Ltd. Its: General Partner
By:	/s/ Christian Stahl
	Name:	Christian Stahl
	Title:	Vice President

APAX EUROPE VII-A, L.P. By: Apax Europe VII GP L.P. Inc. Its: General Partner By: Apax Europe VII GP Co. Limited Its: General Partner
By:	/s/ Andrew Guille
	Name:	Andrew Guille
	Title:	Director

APAX EUROPE VII-B, L.P. By: Apax Europe VII GP L.P. Inc. Its: General Partner By: Apax Europe VII GP Co. Limited Its: General Partner
By:	/s/ Andrew Guille
	Name:	Andrew Guille
	Title:	Director

APAX EUROPE VII-1, L.P. By: Apax Europe VII GP L.P. Inc. Its: General Partner By: Apax Europe VII GP Co. Limited Its: General Partner
By:	/s/ Andrew Guille
	Name:	Andrew Guille
	Title:	Director

APAX US VII GP, L.P. By: Apax US VII GP, Ltd. Its: General Partner
By:	/s/ Christian Stahl
	Name:	Christian Stahl
	Title:	Vice President

APAX US VII GP, LTD.
By:	/s/ Christian Stahl
	Name:	Christian Stahl
	Title:	Vice President

APAX EUROPE VII GP L.P. INC. By: Apax Europe VII GP Co. Limited Its: General Partner
By:	/s/ Andrew Guille
	Name:	Andrew Guille
	Title:	Director

APAX EUROPE VII GP CO. LTD
By:	/s/ Andrew Guille
	Name:	Andrew Guille
	Title:	Director

APAX PARTNERS EUROPE MANAGERS LTD
By:	/s/ Paul Fitzsimons
	Name:	Paul Fitzsimons
	Title:	Director
By:	/s/ Andrew Sillitoe
	Name:	Andrew Sillitoe
	Title:	Authorized Signatory

BANKRATE, INC.
By:	/s/ Edward J. DiMaria
	Edward J. DiMaria
	Senior Vice President
	Chief Financial Officer

/s/ Peter C. Morse

Peter C. Morse

/s/ Thomas R. Evans

Thomas R. Evans

/s/ Robert P. O’Block

Robert P. O’Block

/s/ Edward J. DiMaria

Edward J. DiMaria

/s/ Daniel P. Hoogterp

Daniel P. Hoogterp

/s/ Steven L. Horowitz

Steven L. Horowitz

/s/ Michael Ricciardelli

Michael Ricciardelli

/s/ Donaldson M. Ross

Donaldson M. Ross

/s/ Bruce J. Zanca

Bruce J. Zanca

6

EXHIBIT INDEX

Exhibit No.
(a)(1)(A)	Offer to Purchase, dated July 28, 2009 as amended on August 11, 2009, August 17, 2009 and August 21, 2009. (incorporated by reference to Exhibit (a)(1)(A) of the Tender Offer Statement on Schedule TO filed by BEN Merger Sub, Inc. and BEN Holdings, Inc. and the other parties thereto dated, August 21, 2009).*
(a)(1)(B)	Letter of Transmittal.*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Letter to Clients for Use by Brokers, Dealers, Commercial Banks.*
(a)(1)(F)	Text of press release, dated July 28, 2009, concerning the Offer.*
(a)(1)(G)	Summary Advertisement as published on July 28, 2009.*
(a)(2)	Solicitation/Recommendation Statement on Schedule 14D-9, filed with the Securities and Exchange Commission (the “SEC”) on July 28, 2009 as amended on August 3, 2009, August 11, 2009, August 17, 2009 and August 21, 2009, which is incorporated by reference herein.*
(a)(5)(1)	Complaint filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, captioned Pfeiffer v. Evans, et al., case No. 2009-CA-025137-xxxx-MB (incorporated by reference to Exhibit (a)(4) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).*
(a)(5)(2)	Amended Complaint filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, captioned Bloch v. Bankrate, Inc., et al., case No. 2009-CA-025312-xxxx-MB (incorporated by reference to Exhibit (a)(5) of Amendment No. 1 to the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on August 3, 2009).*
(a)(5)(3)	Complaint filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, captioned KBC Asset Management N.V. v. Bankrate, Inc., et al., case No. 2009-CA-025313-xxxx-MB (incorporated by reference to Exhibit (a)(6) of Amendment No. 1 to the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on August 3, 2009).*
(a)(5)(4)	Complaint filed in the United States District Court for the Southern District of Florida, captioned Novick v. Bankrate, Inc. et al., case No. 09-81138-Civ (incorporated by reference to Exhibit (a)(7) of Amendment No. 2 to the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on August 11, 2009).*
(a)(5)(5)	Press release issued by BEN Holdings, Inc. and BEN Merger Sub, Inc., dated August 25, 2009, announcing the completion of the tender offer.
(a)(5)(6)	Information Statement Relating to Merger.
(a)(5)(7)	Press release issued by Bankrate, Inc., dated August 25, 2009, announcing the completion of the tender offer (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by Bankrate, Inc. on August 27, 2009).
(b)	None.
(c)(1)	Opinion of Allen & Company LLC, dated July 22, 2009 (incorporated by reference to Annex B of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).*
(c)(2)	Presentation of Allen & Company LLC, dated July 22, 2009 (incorporated by reference to Exhibit (c)(2) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).*
(c)(3)	Opinion of Needham & Company LLC, dated July 22, 2009 (incorporated by reference to Annex C of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).*
(c)(4)	Presentation of Needham & Company LLC, dated July 22, 2009 (incorporated by reference to Exhibit (c)(4) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).*
(c)(5)	Presentation of Allen & Company LLC, dated June 30, 2009 (incorporated by reference to Exhibit (c)(5) of Amendment No. 2 to the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on August 11, 2009).*
(d)(1)	Agreement and Plan of Merger among BEN Holdings, Inc., BEN Merger Sub, Inc. and Bankrate, Inc., dated as of July 22, 2009.*
(d)(2)	Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Thomas R. Evans (incorporated by reference to exhibit (e)(7) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).*

7

Exhibit No.
(d)(3)	Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Peter Christopher Morse; Martha F. Morse, Martha F. Morse Revocable Trust; Peter C. Morse 2008 Annuity Trust; Peter C. Morse 2007 Annuity Trust; Peter C. Morse Remainder Trust FBO Clay P. Morse; Peter C. Morse Remainder Trust FBO Kate M. Frantz; and Peter C. Morse Remainder Trust FBO Lisa D. Morse (incorporated by reference to exhibit (e)(8) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).*
(d)(4)	Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc. and Robert P. O’Block (incorporated by reference to exhibit (e)(9) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).*
(d)(5)	Form of Non-Tender and Support Agreement, dated as of July 22, 2009, by and among BEN Holdings, Inc., BEN Merger Sub, Inc., and each of Edward J. DiMaria, Daniel P. Hoogterp, Steven L. Horowitz, Michael Ricciardelli, Donaldson M. Ross and Bruce J. Zanca (incorporated by reference to exhibit (e)(6) of the Recommendation/Solicitation Statement on Schedule 14D-9 filed by Bankrate, Inc. on July 28, 2009).*
(d)(6)	Limited Guarantee, dated as of July 22, 2009 (incorporated by reference to Exhibit 2.4 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).*
(d)(7)	Commitment Letter, dated as of July 22, 2009, by Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P. (incorporated by reference to Exhibit 2.2 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).*
(d)(8)	Commitment Letter, dated as of July 22, 2009, by Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P. (incorporated by reference to Exhibit 2.3 filed with a Current Report on Form 8-K/A, dated July 23, 2009, filed by Bankrate, Inc.).*
(f)	Statement of Appraisal Rights.*
(g)	None.

*Previously filed

8

EX-99.A.5.5

Exhibit (a)(5)(5)

APAX PARTNERS SUCCESSFULLY COMPLETES TENDER OFFER FOR
SHARES OF BANKRATE, INC.

New York, August 25, 2009—BEN Merger Sub, Inc. and BEN Holdings, Inc., corporations wholly-owned by funds advised by Apax Partners and formed for the purpose of acquiring Bankrate, Inc. (Nasdaq: RATE), today announced the successful completion of the cash tender offer for all of the outstanding shares of common stock of Bankrate at a purchase price of $28.50 per share in cash, without interest and less any applicable withholding taxes, as specified in the offer to purchase dated July 28, 2009, as amended, and related letter of transmittal. The tender offer expired at 12:00 midnight New York City time, on Monday, August 24, 2009.

The depositary for the tender offer advised that, as of the expiration time, 5,397,131 Bankrate shares had been validly tendered and not validly withdrawn (including 635,671 shares tendered by notices of guaranteed delivery). These shares represent approximately 28% of the outstanding shares of Bankrate. All shares validly tendered and not validly withdrawn in the tender offer have been accepted for payment by BEN Merger Sub. An additional 4,571,476 shares, approximately 24% of the outstanding shares of Bankrate, are owned by directors and senior managers of Bankrate subject to Non-Tender and Support Agreements under which BEN Merger Sub, as of the acceptance time of the offer, has an irrevocable proxy to vote, giving BEN Merger Sub voting control of approximately 52% of the outstanding shares of Bankrate.

BEN Merger Sub has also advised Bankrate that it has exercised its “top-up” option granted under the merger agreement pursuant to which Bankrate has agreed to issue shares to BEN Merger Sub in an amount sufficient to achieve at least 80% ownership plus one share and permit the completion of a “short-form” merger under applicable Florida law, without a vote of the shareholders of Bankrate. Accordingly, after providing 30 days’ notice to shareholders as required by Florida law, BEN Merger Sub intends to acquire the remaining shares of Bankrate common stock through a short-form merger in which all remaining Bankrate shareholders who did not tender their shares in the tender offer will receive the same $28.50 per share in cash, without interest and less any applicable withholding taxes, paid to shareholders tendering in the tender offer. Following the successful completion of the merger, Bankrate will become a wholly-owned subsidiary of BEN Holdings.

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The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell Bankrate shares. BEN Holdings and BEN Merger Sub have filed with the Securities and Exchange Commission a tender offer statement on Schedule TO, and have mailed an offer to purchase, forms of letter of transmittal and related documents to Bankrate shareholders. Bankrate has filed with the Securities and Exchange Commission, and has mailed to Bankrate shareholders, a solicitation/recommendation statement on Schedule 14D-9 and a transaction statement on Schedule 13E-3 with respect to the tender offer. These documents contain important information about the tender offer and shareholders of Bankrate are urged to read them carefully. Shareholders of Bankrate may obtain a free copy of these documents and other documents filed by Bankrate or BEN Holdings and BEN Merger Sub with the Securities and Exchange Commission at the website maintained by the Securities and Exchange Commission at www.sec.gov or by contacting the information agent for the tender offer, Innisfree M&A Incorporated, at (888) 750-5834 (toll-free from the US and Canada).

About Apax Partners

Apax Partners is one of the world’s leading private equity investment groups. It operates across the United States, Europe and Asia and has more than 30 years of investing experience. Funds under the advice and management of Apax Partners globally total over $35 billion. These Funds provide long-term equity financing to build and strengthen world-class companies. Apax Partners Funds invest in companies across its global sectors of Tech & Telecom, Retail & Consumer, Media, Healthcare and Financial & Business Services. Significant recent investments by the Apax Partners Media and Financial & Business Services teams include: Trader Media, EMap, Cengage Learning, Travelex, Hub International, Global Refund and Azimut. For more information visit: www.Apax.com.

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Forward-Looking Statements

This press release contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Although BEN Holdings and BEN Merger Sub believe that the assumptions on which the forward-looking statements contained herein are based are reasonable, any of those assumptions could prove to be inaccurate given the inherent uncertainties as to the occurrence or non-occurrence of future events. There can be no assurance that the forward-looking statements contained herein will prove to be accurate. Some of the factors that could cause actual results and forward-looking statements contained herein to differ include: Bankrate’s inability to meet NASDAQ requirements for continued listing; the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement and plan of merger; the inability to complete the offer or complete the merger due to the failure to satisfy the conditions required to complete the offer and the merger; risks that the proposed transaction disrupts current plans and operations and Bankrate’s potential difficulties in employee, distributor, supplier and customer retention as a result of the offer and the merger; and other risk factors as set forth from time to time in Bankrate’s filings with the SEC. The inclusion of a forward-looking statement herein should not be regarded as a representation that Bankrate’s objectives will be achieved. BEN Holdings and BEN Merger Sub undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Apax Partners Media Contacts:
Benjamin Harding
benjamin.harding@apax.com
+44 20 7872 6401

Todd Fogarty
Kekst and Company
todd-fogarty@Kekst.com
212-521-4854

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EX-99.A.5.6

Exhibit (a)(5)(6)

INFORMATION STATEMENT RELATING TO MERGER

In Connection with the Merger of
BEN MERGER SUB, INC.
with and into
BANKRATE, INC.

This Information Statement is being furnished to all of the holders of outstanding shares of the common stock, par value $0.01 per share (the “Common Stock”), of Bankrate, Inc., a Florida corporation (the “Company”), that are not owned by BEN Merger Sub, Inc., a Florida corporation (“Ben”) as of August 25, 2009 (the “Record Date”) (such shares of Common Stock, the ”Minority Shares”).

This Information Statement is being delivered pursuant to Section 607.1104(2) of the Florida Business Corporation Act (the “FBCA”) to notify holders of the Minority Shares as of the Record Date of the merger (the “Merger”) of Ben with and into the Company, pursuant to the Agreement and Plan of Merger (the “Plan of Merger”), dated July 22, 2009, and formally approved with regard to the “short-form” merger under Section 607.1104 of the FBCA by Ben on August 25, 2009 (the date as of which Ben owned more than 80% of the Company’s shares of Common Stock).

As required by Section 607.1104(2) of the FBCA, a copy of the Plan of Merger is enclosed with this Information Statement as Annex A for your review.

On August 25, 2009, following the completion of the tender offer contemplated by the Plan of Merger and the exercise of the Top-Up Option (as defined in the Plan of Merger), Ben owned more than 80% of the issued and outstanding shares of the Company’s Common Stock. As a result of obtaining ownership of more than 80% of the issued and outstanding shares of the Company’s Common Stock, Ben is entitled to effect the Merger without a meeting or vote of the Company’s shareholders or approval of the board of directors of the Company. Accordingly, your consent to the Merger is not required and is not being solicited in connection with the Merger.

In accordance with Section 607.1104 of the FBCA, Ben’s board of directors has adopted and approved the Plan of Merger, pursuant to which on the effective date of the Merger, without any action on the part of any holder of capital stock of the Company, each Minority Share will be converted into the right to receive a payment of $28.50 per share in cash (the “Merger Consideration”). Ben and the Company expect that the Merger will be effective on the date that the Articles of Merger are delivered to the Florida Secretary of State, which is expected to occur approximately 30 days from the date this Information Statement (accompanied by Annex A) is mailed to each shareholder.

When the Merger is consummated, holders of the Minority Shares will be asked to transmit their certificates evidencing the shares of the Company’s Common Stock that they own to Computershare Trust Company, N.A., which will act as the paying agent in connection with the Merger and will deliver the Merger Consideration to the holders of the Minority Shares. Please do not attempt to transmit your certificates representing shares of the Company’s Common Stock to us or our paying agent until you receive instructions from the transfer agent following the consummation of the Merger. Instructions for transmitting certificates evidencing the shares of Company’s Common Stock in exchange for the Merger Consideration will be mailed to each holder of Minority Shares within 10 days after the effective date of the Merger.

In accordance with Section 607.1302 of the FBCA, holders of the Minority Shares are entitled to appraisal rights in connection with the Merger. Pursuant to Section 607.1320(2) of the FBCA, the procedures to exercise appraisal rights will be mailed to holders of Minority Shares within 10 days after the effective date of the Merger.

The Company has filed certain information about the Merger with the United States Securities and Exchange Commission (“SEC”). To access the Company’s filings with the SEC, please go to the SEC’s Website at: http://www.sec.gov/edgar/searchedgar/companysearch.html. Additional information can also be found at the Company’s Website at: http://investor.bankrate.com/index.cfm.

Annex A

AGREEMENT AND PLAN OF MERGER

(see enclosed)

A-1