INET Internet Brands, Inc. (MM)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)

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PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION
DATED NOVEMBER 4, 2010

909 N. Sepulveda Blvd., 11th Floor
El Segundo, California 90245

Dear Internet Brands, Inc. Stockholder:

        We cordially invite you to attend the special meeting of stockholders of Internet Brands, Inc., a Delaware corporation (the "Company"), at the Company's executive offices at 909 N. Sepulveda Blvd., 11th Floor, El Segundo, California 90245 on [    •    ], at 9:00 a.m., local time.

        At the special meeting, you will be asked to consider and vote upon a proposal to adopt an Agreement and Plan of Merger, dated as of September 17, 2010, which we refer to as the "merger agreement," by and among the Company, Micro Holding Corp., a Delaware corporation ("Parent"), and Micro Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Parent and Merger Sub were formed by Hellman & Friedman Capital Partners VI, L.P., a Delaware limited partnership. Under the terms of the merger agreement, Merger Sub will be merged with and into the Company, which we refer to as the "merger," with the Company continuing as the surviving corporation.

        If the merger is completed, each share of the Company's Class A common stock, par value $0.001 per share ("Class A common stock"), and Class B common stock, par value $0.001 per share ("Class B common stock," and together with the Class A common stock, the "common stock"), other than as provided below, will be converted into the right to receive $13.35 in cash, without interest and less any applicable withholding taxes. We refer to this consideration per share of common stock to be paid in the merger as the "merger consideration." The following shares of Company common stock will not be converted into the right to receive the merger consideration in connection with the merger: (a) shares held by any of our stockholders who are entitled to and who properly exercise appraisal rights under Delaware law, (b) treasury shares, (c) shares held by any of our wholly owned subsidiaries and (d) shares held by Parent or any of its subsidiaries.

         Our board of directors, acting on the recommendation of a special committee consisting solely of independent directors and other factors, has unanimously approved the merger agreement and recommends that you vote "FOR" the adoption of the merger agreement. Your vote is very important. We cannot complete the merger unless we obtain the affirmative vote of both (a) the holders of a majority of the voting power of the Company's outstanding common stock voting together as a single class, which vote we refer to as the "Company Stockholder Approval," and (b) the holders of a majority of the outstanding shares of Class A common stock (other than shares held by Idealab and the Participating Employees, each as defined below), which vote we refer to as the "Special Stockholder Approval." Please note that failing to vote has the same effect as a vote against the adoption of the merger agreement for purposes of the Company Stockholder Approval and the Special Stockholder Approval.

        In considering the recommendation of the special committee and the board of directors, you should be aware that some of the Company's directors and executive officers have interests in the merger that are different from, or in addition to, the interests of our stockholders generally.

        Idealab Holdings, L.L.C., a Delaware limited liability company, and Idealab, a California corporation, which we collectively refer to as "Idealab," beneficially own approximately 19% of the total number of outstanding shares of the Company's common stock and hold approximately 64% of the total voting power of the Company's common stock. Idealab has entered into a voting agreement

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with Parent whereby it has agreed to vote all of its shares (i) in favor of the merger if the Special Stockholder Approval is obtained and (ii) against the merger if the Special Stockholder Approval is not obtained. Mr. Robert N. Brisco, our president and chief executive officer, has agreed with Parent to invest in Parent common stock a portion of the proceeds he receives in the merger, and other members of our management team may also have the opportunity to invest in Parent prior to the special meeting. We refer to any such employees who agree to invest in Parent prior to the special meeting, including Mr. Brisco, as the "Participating Employees."

        The accompanying proxy statement provides you with detailed information about the proposed merger and the special meeting. We encourage you to read the entire proxy statement and the merger agreement carefully. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement. You may also obtain more information about the Company from documents we have filed with the Securities and Exchange Commission.

         Whether or not you plan to attend the special meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope or submit your proxy by telephone or Internet prior to the special meeting. If your shares of common stock are held in "street name" by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your shares of common stock using the instructions provided by your broker, bank or other nominee. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy you previously submitted. However, if you hold your shares through a broker, bank or other nominee, you must provide a legal proxy issued from such nominee in order to vote your shares in person at the special meeting.

        Our board of directors appreciates your continuing support of the Company and urges you to support the merger.

Sincerely,

Robert N. Brisco
President and Chief Executive Officer

         Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

        The proxy statement is dated [    •    ], 2010 and is first being mailed to stockholders on or about [    •    ], 2010.

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909 N. Sepulveda Blvd., 11th Floor
El Segundo, California 90245

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [    •    ], 2010

Dear Internet Brands, Inc. Stockholder:

        Notice is hereby given that a special meeting of stockholders of Internet Brands, Inc., a Delaware corporation (the "Company"), will be held on [    •    ], 2010 at 9:00 a.m., local time, at the Company's executive offices at 909 N. Sepulveda Blvd., 11th Floor, El Segundo, California 90245 in order to:

        (1)   consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of September 17, 2010, as it may be amended from time to time (the "merger agreement"), by and among the Company, Micro Holding Corp., a Delaware corporation ("Parent"), and Micro Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), attached as Annex A to the accompanying proxy statement;

        (2)   approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement; and

        (3)   transact such other business that may properly come before the special meeting or any adjournment or postponement of the special meeting.

        Only stockholders of record of our Class A common stock, par value $0.001 per share ("Class A common stock"), and Class B common stock, par value $0.001 per share ("Class B common stock," and together with the Class A common stock, the "common stock"), at the close of business on [    •    ], 2010 are entitled to notice of and to vote at the special meeting.

        Only stockholders of record and their proxies are invited to attend the special meeting in person.

        The adoption of the merger agreement requires the affirmative vote of both (a) the holders of a majority of the voting power of the Company's outstanding common stock voting together as a single class, which vote we refer to as the "Company Stockholder Approval," and (b) the holders of a majority of the outstanding shares of Class A common stock (other than shares held by Idealab and the Participating Employees (each as defined below)), which vote we refer to as the "Special Stockholder Approval." The adjournment proposal requires, assuming a quorum is present with respect to the proposal, the affirmative vote of the holders of our common stock present in person or by proxy casting a majority of the votes entitled to be cast by all holders of common stock constituting such quorum. Please note that failing to vote has the same effect as a vote against the adoption of the merger agreement for purposes of the Company Stockholder Approval and the Special Stockholder Approval.

        Idealab Holdings, L.L.C., a Delaware limited liability company, and Idealab, a California corporation, which we collectively refer to as "Idealab," beneficially own approximately 19% of the total number of outstanding shares of the Company's common stock and hold approximately 64% of the total voting power of the Company's common stock. Idealab has entered into a voting agreement with Parent whereby it has agreed to vote all of its shares (i) in favor of the merger if the Special Stockholder Approval is obtained and (ii) against the merger if the Special Stockholder Approval is not obtained. Mr. Robert N. Brisco, our president and chief executive officer, has agreed with Parent to invest in Parent common stock a portion of the proceeds he receives in the merger, and other members of our management team may also have the opportunity to invest in Parent prior to the special

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meeting. We refer to any such employees who agree to invest in Parent prior to the special meeting, including Mr. Brisco, as the "Participating Employees."

         Whether or not you plan to attend the special meeting, we urge you to submit a proxy for your shares by completing, signing, dating and returning the proxy card as promptly as possible in the postage-paid envelope or to submit your proxy by telephone or Internet prior to the special meeting to ensure that your shares will be represented at the special meeting. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be voted in favor of the adoption of the merger agreement and the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. If you fail to return your proxy card or fail to submit your proxy by telephone or Internet and do not vote in person at the special meeting, it will have the same effect as a vote against the adoption of the merger agreement for purposes of the Company Stockholder Approval and the Special Stockholder Approval, but will have no effect for purposes of any vote regarding adjournment of the special meeting. If your shares of common stock are held in "street name" by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your shares of common stock using the instructions provided by your broker, bank or other nominee. Any stockholder attending the special meeting may vote in person by ballot even if he or she has already submitted a proxy by proxy card, telephone or Internet. Such vote by ballot will revoke any proxy previously submitted. However, if you hold your shares through a bank or broker or other nominee, you must provide a legal proxy issued from such custodian in order to vote your shares in person at the special meeting.

        Any stockholders of the Company who do not vote in favor of the adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares of our common stock if the merger contemplated by the merger agreement is completed, but only if they submit a written demand for appraisal of their shares before the taking of the vote on the merger agreement at the special meeting and they comply with all requirements of Delaware law for exercising appraisal rights, which are summarized in the accompanying proxy statement.

By Order of the Board of Directors,
B. Lynn Walsh Corporate Secretary

[    •    ], 2010

PLEASE DO NOT SEND YOUR STOCK CERTIFICATES AT THIS TIME. IF THE MERGER IS COMPLETED, YOU WILL BE SENT INSTRUCTIONS REGARDING THE SURRENDER OF YOUR STOCK CERTIFICATES.

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SUMMARY TERM SHEET

         This Summary Term Sheet, together with the "Questions and Answers About the Merger and the Special Meeting," summarizes the material information in this proxy statement. We encourage you to read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement. Each item in this Summary Term Sheet includes a page reference directing you to a more complete description of that topic. See "Where You Can Find More Information" beginning on page 115. In this proxy statement, the terms "Internet Brands," "Company," "we," "our" and "us" refer to Internet Brands, Inc. and its subsidiaries, unless the context requires otherwise.

The Parties Involved in the Merger (page 69)

        Internet Brands, Inc., a Delaware corporation, is an Internet media company that owns, operates and grows branded websites in categories marked by highly focused consumer involvement and strong advertising spending. We believe that consumers seek knowledge from experts and fellow visitors online to save more time and money in their daily lives. Our vertical websites provide knowledge that is accessible and valuable to our audiences and the advertisers that want to market to them.

        Micro Holding Corp., a Delaware corporation, which we refer to as "Parent," was formed and is currently owned by Hellman & Friedman Capital Partners VI, L.P., a Delaware limited partnership, which we refer to as "H&F Fund VI." It is anticipated that at the completion of the transactions contemplated by the merger agreement JMI Equity Fund VI, L.P., a Delaware limited partnership, and certain of its affiliated investment funds which we refer to collectively as the "JMI Investors" will invest up to $20 million in Parent and will be entitled to designate a member of the board of directors of Parent. Micro Acquisition Corp., which we refer to as "Merger Sub," is a Delaware corporation and a wholly owned subsidiary of Parent. Both Parent and Merger Sub were formed solely for the purpose of entering into the merger agreement described below and consummating the transactions contemplated by the merger agreement.

        Idealab Holdings, L.L.C., a Delaware limited liability company, and Idealab, a California corporation, which we collectively refer to as "Idealab," beneficially own approximately 19% of the total number of outstanding shares of the Company's common stock (defined below) and hold approximately 64% of the total voting power of the Company's common stock. Idealab has entered into a voting agreement with Parent whereby it has agreed to vote all of its shares (i) in favor of the merger if the Special Stockholder Approval (as defined below) is obtained and (ii) against the merger if the Special Stockholder Approval is not obtained.

        Mr. Robert N. Brisco, our president and chief executive officer, has agreed with Parent to invest in Parent common stock a portion of the proceeds he receives in the merger, and other members of our management team may also have the opportunity to invest in Parent prior to the special meeting. We refer to any such employees who agree to invest in Parent prior to the special meeting, including Mr. Brisco, as the "Participating Employees." In connection with the consummation of the merger, this group will also receive, as applicable: (i) a "cash-out" of their restricted shares and options which will vest as a result of the merger, (ii) additional options to acquire common stock in Parent under a new stock option plan to be put in place by Parent following the merger, and (iii) continued indemnification and insurance coverage by Internet Brands after the merger. In connection with the consummation of the merger, Mr. Brisco will, and certain other Participating Employees may, also receive benefits resulting from entry into employment agreements with the Company, which go into effect immediately upon the consummation of the merger. For more information on the consequences of the merger for the executive officers and directors of the Company, see " Special Factors—Interests of the Company's Directors and Executive Officers in the Merger ," starting at page 54.

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The Merger (page 71)

        You are being asked to adopt an Agreement and Plan of Merger, dated as of September 17, 2010, as it may be amended from time to time, by and among Internet Brands, Parent and Merger Sub, which agreement we refer to as the "merger agreement." The merger agreement provides for the merger of Merger Sub with and into Internet Brands, which we refer to as the "merger." After the merger, Internet Brands will continue as the surviving corporation and as a wholly owned subsidiary of Parent. Upon completion of the merger, Internet Brands will cease to be a publicly traded company, and you will cease to have any rights in Internet Brands as a stockholder.

Merger Consideration (page 72)

        If the merger is completed, each share of our Class A common stock, par value $0.001 per share ("Class A common stock"), and Class B common stock, par value $0.001 per share ("Class B common stock," and together with the Class A common stock, the "common stock") other than as provided below, will be cancelled and converted into the right to receive the $13.35 per share merger consideration in cash, without interest and less any applicable withholding taxes. We refer to this consideration per share of common stock to be paid in the merger as the "merger consideration." The following shares of our common stock will not be converted into the right to receive the merger consideration in connection with the merger: (a) shares held by any of our stockholders who are entitled to and who properly exercise appraisal rights under Delaware, (b) treasury shares, (c) shares held by any of our wholly owned subsidiaries and (d) shares held by Parent or any of its subsidiaries.

When the Merger is Expected to be Completed

        We currently anticipate that the merger will be completed in December of 2010. However, there can be no assurances that the merger will be completed at all, or if completed, that it will be completed in December of 2010.

Votes Required for Adoption of the Merger Agreement (page 65)

        The adoption of the merger agreement requires the affirmative vote of both (a) the holders of a majority of the voting power of the Company's outstanding common stock voting together as a single class, which vote we refer to as the "Company Stockholder Approval" and (b) the holders of a majority of the outstanding shares of Class A common stock (other than shares held by Idealab and the Participating Employees), which vote we refer to as the "Special Stockholder Approval." The adjournment proposal requires, assuming a quorum is present with respect to the proposal, the affirmative vote of the holders of our common stock present in person or by proxy casting a majority of the votes entitled to be cast by all holders of common stock constituting such quorum. Please note that failing to vote has the same effect as a vote against the adoption of the merger agreement for purposes of the Company Stockholder Approval and the Special Stockholder Approval.

Voting Agreement

        Idealab has entered into a voting agreement with Parent relating to all shares of our common stock owned of record and beneficially by Idealab as of September 17, 2010, 8,766,126 in the aggregate, and shares of common stock acquired after such date including by exercise of the 75,000 stock options held by Idealab, which we collectively refer to as the "Covered Shares." Pursuant to the voting agreement, Idealab agreed, among other things,

•

to vote, or cause to be voted, the Covered Shares (i) in favor of adoption of the merger agreement if the Special Stockholder Approval is obtained and (ii) against adoption of the merger agreement if the Special Stockholder Approval is not obtained,

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•

to vote, or cause to be voted, the Covered Shares in respect of any takeover proposal and any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the merger or any of the transactions contemplated by the merger agreement or result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the Company under the merger agreement, in favor and against such matter in the same proportion as the shares of Company common stock (other than the Covered Shares) are voted, and



•

not to sell, transfer, or otherwise dispose of any Covered Shares or enter into any voting agreement, whether by proxy, voting agreement or otherwise (other than the voting agreement) with respect to the Covered Shares.

        Idealab also granted Parent an irrevocable proxy with respect to the voting of the Covered Shares in relation to the matters set forth above. The voting agreement also provides that Idealab will not take certain actions, including the taking of any actions with the purpose of facilitating an attempt by any person to make or propose any merger, sale of assets or other similar transaction involving the Company (other than the merger) except in certain circumstances where, subject to Idealab's compliance in all material respects with the provisions of the voting agreement regarding the restrictions on Idealab's ability to solicit proposals or offers, Idealab is permitted to furnish information and engage in discussions as and to the same extent that the Company, our board of directors or our respective representatives are permitted to take such actions under the merger agreement. The voting agreement will terminate (i) upon the earliest of (a) the failure of the Company Stockholder Approval and Special Stockholder Approval (which together we refer to as the "Company Stockholder Approvals") to have been obtained at the special meeting (including any adjournment or postponement thereof) upon a vote taken on adoption of the merger agreement (except as a result of Idealab's breach of its voting obligations), (b) the consummation of the merger, (c) the termination of the merger agreement in accordance with its terms or (d) February 28, 2011, or (ii) at any time upon the written agreement of Parent and Idealab.

The Special Meeting

        See " Questions and Answers About the Merger and the Special Meeting " beginning on page 10 and " The Special Meeting " beginning on page 64.

Recommendation of Our Special Committee and Board of Directors (page 24)

        An independent special committee of our board of directors unanimously determined that the merger agreement and the merger are fair to and in the best interests of Internet Brands and its unaffiliated stockholders, and recommended that the board of directors:

•

approve and declare advisable the merger agreement, the voting agreement and the transactions contemplated by the merger agreement, including the merger,



•

determine that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of the Company and our unaffiliated stockholders, and



•

recommend that the stockholders of the Company adopt the merger agreement.

        After considering the unanimous recommendations of the special committee and other factors, our board of directors unanimously (a) approved and declared advisable the merger agreement, the voting agreement and the transactions contemplated by the merger agreement, including the merger, (b) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are substantively and procedurally fair to and in the best interests of the Company and our unaffiliated stockholders and (c) resolved to recommend that the stockholders of the

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Company adopt the merger agreement. For a discussion of the material factors considered by our special committee and board of directors in reaching their conclusions, see " Special Factors—Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger, " beginning on page 24.

         Our board of directors recommends that you vote "FOR" the proposal to adopt the merger agreement and "FOR" the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies.

Interests of the Company's Directors and Executive Officers in the Merger (page 54)

        In considering the recommendation of our special committee and board of directors, you should be aware that some of our directors and our executive officers have interests in the merger that are different from, or in addition to, your interests as a stockholder and that may present actual or potential conflicts of interest. These interests include, among others:

•

accelerated vesting of stock options and restricted stock;



•

the expected ownership of equity interests in Parent or its affiliates by the Participating Employees after the completion of the merger;



•

the anticipated entry into new employment arrangements by Mr. Brisco and possibly certain of our other executive officers in connection with the completion of the merger;



•

the anticipated establishment of an equity-based compensation plan and grants of equity awards to our executive officers and other key employees after completion of the merger;



•

continued indemnification and directors' and officers' liability insurance applicable to the period prior to completion of the merger; and



•

payment of bonuses (in the aggregate amount of $375,000) to certain members of management, including our executive officers other than Mr. Brisco, and other employees for their efforts in connection with the completion of the merger.

Our special committee and board of directors were aware of these interests and considered them, among other matters, prior to making their determination to recommend the adoption of the merger agreement to our stockholders.

Opinion of Financial Advisor to Our Special Committee (page 29)

        We retained Jefferies & Company, Inc., which we refer to as "Jefferies," to act as a financial advisor to our special committee in connection with the merger and to render to our special committee and board of directors an opinion as to the fairness to the holders of shares of our common stock, taken as a whole, of the consideration of $13.35 per share in cash to be received by such holders (other than any holders of shares of our Class A common stock that, after consummation of the transactions contemplated by the merger agreement, will become stockholders or affiliates of Parent, which we refer to collectively as the "Participating Stockholders"). At the meetings of our special committee and board of directors on September 17, 2010, Jefferies rendered its opinion to our special committee and board of directors to the effect that, as of that date and based upon and subject to the various considerations set forth in its opinion, the consideration of $13.35 per share in cash to be received by holders of our common stock, taken as a whole (other than the Participating Stockholders), pursuant to the merger agreement was fair, from a financial point of view, to such holders.

        Jefferies' opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies in rendering its opinion. Jefferies' opinion was directed to our special committee and board of directors and addresses

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only the fairness, from a financial point of view, as of the date of the opinion of the consideration of $13.35 per share in cash to be received by holders of our common stock, taken as a whole (other than the Participating Stockholders). It does not address any other aspects of the merger and does not constitute a recommendation as to how any holder of our common stock should vote on the merger or any matter related thereto.

        The full text of the written opinion of Jefferies is attached to this proxy statement as Annex B . We encourage our stockholders to read Jefferies' opinion carefully and in its entirety. For a further discussion of Jefferies' opinion, see " Special Factors—Opinion of Financial Advisor to Our Special Committee " beginning on page 29.

Treatment of Stock Options and Restricted Stock (page 73)

        Stock Options.     Under the merger agreement, we have agreed to take all action necessary such that, except as otherwise agreed to by Parent and the holder of an option, each outstanding option granted under our equity incentive plans that represents the right to acquire our Class A common stock, whether or not then vested or exercisable, will at the effective time of the merger be cancelled and terminated and converted into the right to receive a cash payment for each share of our Class A common stock subject to such option, equal to the excess, if any, of (a) the $13.35 per share merger consideration over (b) the option exercise price payable in respect of such share of our Class A common stock issuable under such option, without interest and less any applicable withholding taxes.

        Restricted Stock.     Under the merger agreement, we have agreed to take all action necessary such that, except as otherwise agreed to by Parent and the holder thereof, each outstanding share of restricted stock granted under our equity incentive plans will vest in full and be converted into the right to receive $13.35 in cash, without interest and less any applicable withholding taxes. To the extent any share of restricted stock would not, by the express terms of the relevant grant, have automatically vested at the effective time of the merger, then the Company may set aside the consideration attributable to such share of restricted stock, and the Company will release such consideration to the former holder of restricted stock upon the satisfaction, if ever, of the original vesting criteria following the effective time of the merger.

Financing of the Merger (page 47)

        Parent estimates that the aggregate amount of financing necessary to complete the merger and the payment of related fees and expenses will be approximately $660 million. This amount is expected to be funded by Parent and Merger Sub with a combination of the equity financing contemplated by the commitment letter described below, debt financing contemplated by the commitment letter described below and cash of the Company. These equity and debt financings are subject to the satisfaction of the conditions set forth in the commitment letters pursuant to which the financings will be provided.

        Equity Financing.     Parent has received an equity commitment letter from H&F Fund VI and certain of its affiliated funds, which we refer to collectively as the "H&F Investors," to purchase, or cause to be purchased, an aggregate of $475 million of equity of Parent. These equity commitments will be automatically increased to the extent that the aggregate amount borrowed by Parent pursuant to the debt financing is less than $155 million but greater than $133.1 million, and may be further increased to the extent that the aggregate amount borrowed by Parent pursuant to the debt financing is less than $133.1 million solely due to a reduction in the debt financing commitments under the circumstances relating to the ratio of consolidated total debt to consolidated EBITDA (as such term will be defined in the definitive debt documentation) for the latest four-quarter period prior to the closing of the merger for which financial statements are available, discussed below in " Special Factors—Financing of the Merger ." Parent also has received a commitment letter from Mr. Brisco to invest approximately 33% of his after tax proceeds that he will receive in the merger (which amount is currently estimated to be

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approximately $12.2 million, based on the merger consideration). In addition, it is anticipated that the JMI Investors will invest up to $20 million in Parent at the closing of the merger and will be entitled to designate a member of the board of directors of Parent.

        Debt Financing.     Parent has received a debt financing commitment letter for up to $165 million of debt financing from Bank of America, N.A., Bank of Montreal, General Electric Capital Corporation and Royal Bank of Canada. Parent may appoint additional lenders prior to the closing of the merger to provide up to $25 million of additional debt financing commitments, which additional debt financing, if obtained, would reduce Parent's equity financing commitment as described above.

Governmental and Regulatory Approvals (page 61)

        Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or the "HSR Act," the merger may not be completed until the Company and Parent each file a notification and report form under the HSR Act with the Federal Trade Commission, or the "FTC," and the Antitrust Division of the Department of Justice, or the "DOJ," and the applicable waiting period has expired or been terminated. The notification and report forms under the HSR Act were filed with the FTC and DOJ on October 1, 2010, and the FTC and DOJ granted early termination of the waiting period on October 12, 2010.

Material United States Federal Income Tax Consequences (page 50)

        For U.S. federal income tax purposes, your receipt of cash in exchange for your shares of Company common stock in the merger generally will result in your recognizing gain or loss measured by the difference, if any, between the cash you receive in the merger and your tax basis in your shares of Company common stock. You should consult your tax advisor for a complete analysis of the effect of the merger on your U.S. federal, state, local and/or foreign taxes.

Restrictions on Solicitations of Other Offers and Change in Recommendation (page 80)

        The Company has agreed to cease and terminate any previous discussions or negotiations with respect to any "takeover proposal" (as defined in " The Merger Agreement—Restrictions on Solicitations of Other Offers "). Subject to certain exceptions described below, we and our subsidiaries generally have agreed not to:

•

initiate, knowingly solicit or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to result in, a takeover proposal; or



•

engage in, continue or otherwise participate in any discussions or negotiations regarding a takeover proposal.

        In addition, we have agreed not to grant any waiver, amendment or release under any standstill agreement after the date of the merger agreement without the prior written consent of Parent.

        If our board of directors receives a written takeover proposal from any person that our board of directors determines constitutes or could reasonably be expected to result in a "superior proposal" (as defined in " The Merger Agreement—Restrictions on Solicitations of Other Offers ") and determines in good faith, after consultation with the Company's outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties, then we generally may, prior to the receipt of the Company Stockholder Approvals:

•

furnish information with respect to the Company and our subsidiaries to the person making the takeover proposal; and



•

participate in discussions and negotiations with such person regarding a takeover proposal.

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        Our board of directors also may not (a) withdraw its recommendation that our stockholders adopt the merger agreement or (b) approve or recommend a takeover proposal to our stockholders, except our board of directors may take such actions in certain circumstances after it has determined in good faith, after consultation with independent financial advisors and outside legal counsel, that a takeover proposal we receive constitutes a superior proposal and that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties or, other than in response to a takeover proposal, that a failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties.

Conditions to the Completion of the Merger (page 88)

        The completion of the merger is subject to, among other things, the following conditions:

•

the adoption of the merger agreement by the holders of our common stock pursuant to the Company Stockholder Approvals (including the Special Stockholder Approval) described above in this Summary Term Sheet;



•

the expiration or termination of the waiting period under the HSR Act as described in " The Merger Agreement—Conditions to the Completion of the Merger ";



•

the absence of any laws or governmental orders that have the effect of making the merger illegal or otherwise preventing the consummation of the merger;



•

each party's respective representations and warranties in the merger agreement being true and correct as of the closing date in the manner described in " The Merger Agreement—Conditions to the Completion of the Merger "; and



•

each party's performance in all material respects of its obligations required to be performed under the merger agreement prior to the closing date of the merger.

Termination of the Merger Agreement (page 90)

        The Company and Parent may agree to terminate the merger agreement without completing the merger at any time, even after our stockholders have adopted the merger agreement. The merger agreement may also be terminated in certain other circumstances, including:

•

by either the Company or Parent:



•

if the merger has not been consummated on or before the "termination date" (which is February 28, 2011), except neither Parent nor the Company will be able to terminate under such circumstances if the other party has the right to terminate because of such party's material breach or failure to perform any of its representations, warranties, covenants or agreements contained in the merger agreement;



•

if a final and non-appealable law or governmental order prohibits the consummation of the merger, so long as the issuance of the law or governmental order is not the result of the failure of the terminating party to perform any of its obligations under the merger agreement;



•

if our stockholders do not vote to adopt the merger agreement at the special meeting or any adjournment or postponement of the special meeting; or



•

if the other party has materially breached or failed to perform any of its representations, warranties, covenants or agreements contained in the merger agreement such that the closing conditions to the merger agreement would not be satisfied, and which breach cannot be cured by the termination date or, if capable of being cured, has not been cured within thirty days after receipt by the breaching party of written notice from the terminating party

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stating its intention to terminate, so long as the terminating party is not then in material breach of any of its representations, warranties, covenants or agreements such that the closing conditions to the merger agreement would not be satisfied;

•

by Parent if (a) our board of directors or any committee thereof changes, qualifies, withdraws or modifies its recommendation that our stockholders adopt the merger agreement, (b) our board of directors or any committee thereof approves or recommends a takeover proposal to our stockholders, (c) our board of directors fails to recommend against acceptance of a tender offer or exchange offer for shares of our stock that constitutes a takeover proposal within ten business days after commencement of the offer, (d) we enter into a letter of intent, merger, acquisition or similar agreement with respect to any takeover proposal, (e) we, our board of directors, or any committee thereof, fail to include in this proxy statement the recommendation of our board of directors to our stockholders that they adopt the merger agreement or (f) the Company publicly announces an intention to do any of the foregoing; and



•

by the Company:



•

if, in order to enter into a definitive agreement providing for the implementation of a transaction that is a superior proposal, we comply with the notice and other requirements described in " The Merger Agreement—Termination in Connection with a Superior Proposal " and we pay to Parent's designees the termination fee described in " The Merger Agreement—Termination Fee "; or



•

if the Company Stockholder Approvals have been obtained and all conditions to the obligations of Parent and Merger Sub to effect the merger (other than those which, by their nature, are satisfied upon the closing of the merger) have been satisfied and Parent or Merger Sub has failed to consummate the merger within the earlier of (i) two business days after the date the closing should have occurred pursuant to the merger agreement and (ii) one business day before the termination date, and the Company stood ready, willing and able to consummate the merger during such period.

Termination Fees and Expense Reimbursement (page 91)

        If the merger agreement is terminated under certain circumstances:

•

we will be obligated to pay Parent's designees a termination fee of $23 million, which will be reduced by the amount of any expense reimbursement we are obligated to pay to Parent or its designee under certain circumstances as described immediately below;



•

we will be obligated to reimburse Parent or its designee for up to $4 million of its out-of-pocket fees and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement if we fail to achieve the Company Stockholder Approvals; or



•

Parent will be obligated to pay us a termination fee of $38 million.

Limitations on Remedies (page 93)

        In no event will we be entitled to monetary damages from Parent or Merger Sub in excess of $38 million, including any payment by Parent of the termination fee described above, if applicable, for all losses and damages suffered as a result of the failure of the merger to be consummated or for any breach or failure to perform by Parent and Merger Sub under the merger agreement or otherwise. In addition, we cannot seek specific performance to require Parent and Merger Sub to complete the merger. Our exclusive remedy for the failure of Parent and Merger Sub to complete the merger is the $38 million termination fee described above.

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        Concurrently with the execution of the merger agreement, H&F Fund VI entered into a limited guarantee in our favor pursuant to which it irrevocably guaranteed Parent's obligation in respect of the termination fee payable by Parent described above. The limited guarantee is our sole recourse against H&F Fund VI and its affiliates for any damages we may incur in connection with the merger agreement and the transactions contemplated by the merger agreement.

Appraisal Rights (page 95)

        Under Delaware law, holders of our common stock who do not vote in favor of adopting the merger agreement will have the right to seek appraisal of the fair value of their shares of our common stock as determined by the Court of Chancery of the State of Delaware if the merger is completed, but only if they comply with all requirements of Delaware law for exercising appraisal rights (including Section 262 of the General Corporation Law of the State of Delaware (the "DGCL"), the text of which can be found in Annex C to this proxy statement), which are summarized in this proxy statement. This appraisal amount could be more than, the same as or less than the $13.35 per share merger consideration. Any holder of our common stock intending to exercise appraisal rights must, among other things, submit a written demand for an appraisal to us prior to the vote on the adoption of the merger agreement at the special meeting and must not vote or otherwise submit a proxy in favor of adoption of the merger agreement. Your failure to follow exactly the procedures specified under Delaware law will result in the loss of your appraisal rights.

Market Price of the Company's Class A Common Stock (page 108)

        The closing trading price of our Class A common stock on The NASDAQ Global Select Market on September 17, 2010, the last trading day prior to our public announcement that we had entered into the merger agreement, was $9.11 per share. The $13.35 per share merger consideration represents a premium of approximately 46.5% over the closing trading price on September 17, 2010. On [    •    ], 2010 which is the most recent practicable trading date prior to the date of this proxy statement, the closing trading price of our Class A common stock was $[    •    ] per share.

        Our Class B common stock is neither listed nor publicly traded.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

         The following questions and answers address briefly some questions you may have regarding the special meeting and the proposed merger. These questions and answers may not address all questions that may be important to you as a stockholder of Internet Brands. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

The Merger and Related Transactions

Q:    What is the proposed transaction?

A:

The proposed transaction is the acquisition of the Company pursuant to the Agreement and Plan of Merger, dated as of September 17, 2010, as it may be amended from time to time, by and among the Company, Parent and Merger Sub. Parent and Merger Sub were formed by H&F Fund VI. Under the terms of the merger agreement, if the merger agreement is adopted by the Company's stockholders and the other closing conditions under the merger agreement have been satisfied or waived (other than those which, by their nature, are satisfied upon the closing of the merger or are non-waivable), Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation. Upon consummation of the merger, the Company will become a wholly owned subsidiary of Parent. After the merger, shares of the Company's common stock will not be publicly traded.

Q:    What will I receive for my shares of Internet Brands' common stock in the merger?

A:

Upon completion of the merger, you will receive the $13.35 per share merger consideration in cash, without interest and less any applicable withholding taxes, for each share of our common stock that you own. This does not apply to (a) shares held by any of our stockholders who are entitled to and who properly exercise appraisal rights under Delaware law, (b) treasury shares, (c) shares held by any of our wholly owned subsidiaries and (d) shares held by Parent or any of its subsidiaries. Upon consummation of the merger, you will not own shares in Internet Brands or Parent.

See " Special Factors—Material United States Federal Income Tax Consequences " beginning on page 50 for a more detailed description of the U.S. tax consequences of the merger. You should consult your own tax advisor for a full understanding of how the merger will affect your federal, state, local and/or foreign taxes.

Q:    What vote of the Company's stockholders is required to adopt the merger agreement?

A:

The adoption of the merger agreement requires the affirmative vote of both (a) the holders of a majority of the voting power of the Company's outstanding common stock voting together as a single class, which we refer to as the "Company Stockholder Approval," and (b) the holders of a majority of the outstanding shares of Class A common stock (other than those of Idealab and the Participating Employees), which we refer to as the "Special Stockholder Approval." A failure to vote your shares of common stock, abstention from the vote or a "broker non-vote" will have the same effect as voting "AGAINST" the adoption of the merger agreement for purposes of the Company Stockholder Approval and the Special Stockholder Approval. A "broker non-vote" occurs when a broker does not have discretion to vote on the matter and has not received instructions from the beneficial holder as to how such holder's shares are to be voted on the matter.

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Q:    How will the Company's stock options be treated in the merger?

A:

We have agreed to take all action necessary such that, except as otherwise agreed by Parent and the holder thereof, each option outstanding (whether or not then vested or exercisable) immediately prior to the effective time of the merger that represents the right to acquire shares of our Class A common stock and was issued under our equity incentive plans, at the effective time of the merger, will be cancelled, terminated and converted into the right to receive a cash payment for each share of our Class A common stock subject to such option, equal to the excess, if any, of (a) the $13.35 per share merger consideration over (b) the option exercise price payable in respect of such share of our Class A common stock issuable under such option, without interest and less any applicable withholding taxes.

Q:    How will the Company's restricted stock be treated in the merger?

A:

We have agreed to take all action necessary such that, except as otherwise agreed by Parent and the holder thereof, each outstanding share of restricted stock granted under our equity incentive plans will vest in full and be converted into the right to receive $13.35 in cash, without interest and less any applicable withholding taxes. To the extent any share of restricted stock would not, by the express terms of the relevant grant, have automatically vested at the effective time of the merger, then the Company may set aside the consideration attributable to such share of restricted stock, and the Company will release such consideration to the former holder of restricted stock upon the satisfaction, if ever, of the original vesting criteria following the effective time of the merger.

Q:    When do you expect the merger to be completed?

A:

We are working toward completing the merger as quickly as possible, and we anticipate that it will be completed in December of 2010. In order to complete the merger, we must obtain the Company Stockholder Approval and Special Stockholder Approval and the other closing conditions under the merger agreement must be satisfied or waived (to the extent such conditions are waivable). In addition, the closing date could be affected, among other things, by the time it will take us to prepare and deliver to Parent certain actual and pro forma financial information of the Company, which Parent must provide to its lenders under the debt financing commitments. See " Special Factors—Financing of the Merger—Debt Financing " beginning on page 48. Neither we nor Parent and Merger Sub are obligated to complete the merger unless and until the closing conditions in the merger agreement have been satisfied or waived (to the extent such conditions are waivable), which conditions are described in " The Merger Agreement—Conditions to the Completion of the Merger " beginning on page 88.

Q:    What effects will the proposed merger have on the Company?

A:

Upon completion of the proposed merger, Internet Brands will cease to be a publicly traded company and will be wholly owned by Parent. As a result, you will no longer have any interest in our future earnings or growth, if any. Following completion of the merger, the registration of our Class A common stock and our reporting obligations with respect to our Class A common stock under the Securities Exchange Act of 1934, as amended, which we refer to as the "Exchange Act," are expected to be terminated. In addition, upon completion of the proposed merger, shares of our Class A common stock will no longer be listed on The NASDAQ Global Select Market or any other stock exchange or quotation system.

Q:    What happens if the merger is not completed?

A:

If the merger agreement is not adopted by our stockholders, or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares pursuant to the

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merger agreement. Instead, Internet Brands will remain as a public company and our Class A common stock will continue to be registered under the Exchange Act and listed and traded on The NASDAQ Global Select Market. Under specified circumstances, Internet Brands may be required to pay Parent's designees a termination fee and/or reimburse Parent for its out-of-pocket expenses, or Parent may be required to pay Internet Brands a termination fee, in each case, as described in " The Merger Agreement—Termination Fee " beginning on page 91.

The Special Meeting

Q:    Where and when is the special meeting?

A:

The special meeting will be held on [    •    ], 2010 at the Company's executive offices at 909 N. Sepulveda Blvd., 11th Floor, El Segundo, California 90245 at 9:00 a.m., local time.

Q:    What matters will be voted on at the special meeting?

A:

You will be asked to consider and vote on the following proposals:

•

adoption of the merger agreement;

•

approval of any motion to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement; and

•

such other business that may properly come before the special meeting or any adjournment or postponement of the special meeting.

Q:    Does our board of directors recommend that our stockholders vote "FOR" the adoption of the merger agreement?

A:

Yes. After careful consideration and upon the unanimous recommendation of our special committee, our board of directors, by a unanimous vote, recommends that you vote:

•

" FOR " the adoption of the merger agreement; and

•

" FOR " the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

You should read " Special Factors—Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger " beginning on page 24 for a discussion of the factors that our special committee and board of directors considered in deciding to recommend the adoption of the merger agreement. In addition, in considering the recommendation of our special committee and board of directors with respect to the merger agreement, you should be aware that some of the Company's directors and executive officers have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. See " Special Factors—Interests of the Company's Directors and Executive Officers in the Merger " beginning on page 54.

Q:    How do the directors and executive officers of the Company and Idealab intend to vote?

A:

Our directors and executive officers have informed us that, except as may otherwise be required by the voting agreement described below, they intend to vote all of their shares of common stock "FOR" the adoption of the merger agreement because they believe that the merger and the merger agreement are in the best interests of the Company and its unaffiliated stockholders. In the aggregate they hold approximately 34% of the total number of outstanding shares of the

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Company's common stock (which 34% includes approximately 19% beneficially owned by Idealab), although certain of those executive officers will be deemed to be Participating Employees if they are to become stockholders of Parent after the merger. In addition to beneficially owning approximately 19% of the total number of outstanding shares of the Company's common stock, Idealab holds approximately 64% of the total voting power of the Company's common stock. Idealab has entered into a voting agreement with Parent whereby it has agreed to vote all of its shares (i) in favor of the merger if the Special Stockholder Approval is obtained and (ii) against the merger if the Special Stockholder Approval is not obtained. However, for purposes of the Special Stockholder Approval, the shares held by the Participating Employees and Idealab will be disregarded.

Q:    Are all stockholders of the Company as of the record date entitled to vote at the special meeting?

A:

Yes. All stockholders who own our common stock at the close of business on [    •    ], 2010, which is the record date for the special meeting, will be entitled to vote (in person or by proxy) the shares of our common stock that they hold on that date at the special meeting, or any adjournments of the special meeting.

Q:    What constitutes a quorum for the special meeting?

A:

The presence at the special meeting in person or by proxy of the holders of a majority of all outstanding shares of our common stock entitled to vote at the special meeting as of the close of business on the record date will constitute a quorum for purposes of the special meeting.

Q:    What information do I need to attend the special meeting?

A:

Only stockholders and their proxies may attend the special meeting. As a result, you will need an admission ticket to attend the special meeting. If you are a record stockholder who received a paper copy of this proxy statement, an admission ticket is included with the mailing and is attached to the proxy card. If you hold your shares in "street name" through a broker, bank or other nominee or if you have received your proxy materials electronically, you may obtain an admission ticket in advance by sending a written request, along with proof of ownership, such as a bank or brokerage account statement, to us at Investor Relations at Internet Brands, Inc., 909 North Sepulveda Blvd., 11th Floor, El Segundo, California 90245. If you arrive at the special meeting without an admission ticket, we will admit you only if we are able to verify that you were an actual stockholder of Internet Brands as of the record date for the special meeting.

Q:    What vote of the Company's stockholders is required to adjourn the special meeting for the purpose of soliciting additional proxies to adopt the merger agreement?

A:

Approval of the proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies requires, assuming a quorum is present with respect to the proposal, the affirmative vote of the holders of stock casting a majority of the votes entitled to be cast by all of the holders of the stock constituting such quorum. A failure to vote your shares of common stock or a broker non-vote will have no effect on the outcome of the vote to approve the proposal to adjourn the special meeting. An abstention will have the same effect as voting "AGAINST" any proposal to adjourn the special meeting. If a quorum is not present at the special meeting, the stockholders entitled to vote at the special meeting may adjourn the meeting until a quorum shall be present.

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Q:    How do I vote my shares without attending the special meeting?

A:

If you hold shares in your name as a stockholder of record on the record date, then you received this proxy statement and a proxy card from us. You may submit a proxy for your shares by Internet, telephone or mail without attending the special meeting. To submit a proxy by Internet or telephone twenty-four hours a day, seven days a week, follow the instructions on the proxy card. To submit a proxy by mail, complete, sign and date the proxy card and return it in the postage-paid envelope provided. Internet and telephone proxy facilities for stockholders of record will close at 11:59 p.m., Pacific Time, on [    •    ], 2010 the day prior to the special meeting. If you hold shares in "street name" through a broker, bank or other nominee, then you received this proxy statement from the nominee, along with the nominee's voting instructions. You should instruct your broker, bank or other nominee on how to vote your shares of common stock using the voting instructions.

Q:    How do I vote my shares in person at the special meeting?

A:

If you hold shares in your name as a stockholder of record on the record date, you may vote those shares in person at the special meeting by giving us a signed proxy card or ballot before voting is closed. If you would like to do that, please bring proof of identification and an admission card with you to the special meeting. Even if you plan to attend the special meeting, we strongly encourage you to submit a proxy for your shares in advance as described above, so your vote will be counted if you later decide not to attend.

If you hold shares in "street name" through a broker, bank or other nominee, you may vote those shares in person at the meeting only if you obtain and bring with you a signed proxy from the necessary nominee giving you the right to vote the shares and proof of identification. To obtain a signed proxy prior to the special meeting, you should contact your nominee.

Q:    If my shares are held in "street name" by my broker, will my broker vote my shares for me?

A:

Your broker will not vote your shares on your behalf unless you provide instructions to your broker on how to vote. You should follow the directions provided by your broker regarding how to instruct it to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as voting "AGAINST" the adoption of the merger agreement for purposes of the Company Stockholder Approval and the Special Stockholder Approval, but will have no effect for purposes of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

Q:    Can I revoke or change my vote?

A:

Yes. If you hold your shares through a broker, bank, or other nominee, you have the right to change or revoke your proxy at any time before the vote is taken at the special meeting by following the directions received from your broker, bank or other nominee to change those instructions. If you hold your shares in your name as a stockholder of record, you have the right to change or revoke your proxy at any time before the vote is taken at the special meeting by (a) delivering to our Corporate Secretary at Internet Brands, Inc., Legal Affairs Department, 909 N. Sepulveda Blvd., 11th Floor, El Segundo, California 90245, a signed written notice of revocation, bearing a date later than the date of the proxy, stating that the proxy is revoked, (b) attending the special meeting and voting in person (your attendance at the meeting will not, by itself, change or revoke your proxy—you must vote in person at the meeting to change or revoke a prior proxy), (c) submitting a later-dated proxy card or (d) submitting a proxy again at a later time by telephone or Internet prior to the time at which the telephone and Internet proxy facilities close by following the procedures applicable to those methods of submitting a proxy.

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Q:    What does it mean if I get more than one proxy card or vote instruction form?

A:

If your shares are registered differently and are in more than one account, you may receive more than one proxy card or voting instruction form. Please complete, sign, date and return all of the proxy cards and voting instruction forms you receive regarding this special meeting (or submit your proxy for all shares by telephone or Internet) to ensure that all of your shares are voted.

Q:    Are appraisal rights available?

A:

Yes. As a holder of common stock of the Company, you are entitled to appraisal rights under Delaware law if (a) you do not vote in favor of adopting the merger agreement, (b) you deliver to us a written demand for appraisal prior to the vote at the special meeting and (c) you satisfy certain other conditions. See " Appraisal Rights " beginning on page 95.

Q:    Will any proxy solicitors be used in connection with the special meeting?

A:

Yes. To assist in the solicitation of proxies, the Company has engaged MacKenzie Partners, Inc.

Q:    Who will count the votes cast at the special meeting?

A:

A representative of our transfer agent, BNY Mellon Investor Services, will count the votes and act as an inspector of election. Questions regarding stock certificates or other matters pertaining to your shares may be directed to our Corporate Secretary in writing at Internet Brands, Inc., Legal Affairs Department, 909 N. Sepulveda Blvd., 11th Floor, El Segundo, California 90245, or by telephone at 888-848-9069.

Q:    Should I send in my stock certificates now?

A:

No. PLEASE DO NOT SEND IN YOUR STOCK CERTIFICATES WITH YOUR PROXY.

If you hold your shares in your name as a stockholder of record, then shortly after the merger is completed you will receive a letter of transmittal with instructions informing you how to send in your stock certificates to the paying agent in order to receive the $13.35 per share merger consideration in respect of your shares of our common stock. You should use the letter of transmittal to exchange your stock certificates for the merger consideration which you are entitled to receive as a result of the merger. If you hold your shares in "street name" through a broker, bank or other nominee, then you will receive instructions from your broker, bank or other nominee as to how to effect the surrender of your "street name" shares in exchange for the merger consideration.

Q:    Who can help answer my other questions?

A:

If you have more questions about the merger, need assistance in submitting your proxy or voting your shares, or need additional copies of the proxy statement or the enclosed proxy card, you should contact Investor Relations in writing at Internet Brands, Inc., 909 North Sepulveda Blvd., 11th Floor, El Segundo, California 90245, or by telephone at 888-848-9069. You may also contact the Company's proxy solicitor:

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SPECIAL FACTORS

Background of the Merger

        Our board of directors and management have periodically reviewed and assessed strategic alternatives for the Company. In the spring and summer of 2010, the Company received unsolicited inquiries from five parties regarding their interest in various forms of investment in the Company, including acquiring the entire Company. These parties included Hellman & Friedman LLC, which we refer to as "H&F," and four other private equity fund sponsors who we refer to as Party A, Party B, Party C and Party D (collectively, the "potential bidders").

        In June 2010, our chief executive officer, Mr. Brisco, met with Party A at their request to discuss their interest in making a significant investment in the Company, including potentially acquiring the entire Company. Mr. Brisco and our chief financial officer, Mr. Scott Friedman, also met with Party B in June 2010 at their request to discuss their interest in the Company. On June 30, 2010, Mr. Brisco and the Company's executive vice president of corporate development and general counsel, Lynn Walsh, had an introductory discussion with H&F in response to their approach, during which H&F also expressed an interest in making a significant investment in the Company, including potentially acquiring the entire Company.

        In June 2010, a representative of Jefferies, a firm that had advised the Company in connection with its initial public offering and that was familiar with the Company's business, learned that Party C was interested in exploring a significant investment in the Company, including potentially acquiring the entire Company. The Jefferies representative subsequently informed the Company that he believed Party C was a potential bidder. In July 2010, Mr. Brisco was contacted by Party D, who had inquired in previous years about making a significant investment in the Company, including potentially acquiring the entire Company.

        In preparing for and responding to these inquiries and meetings, Mr. Brisco had discussions with the Company's chairman of the board, Dr. Howard Morgan, and the chairman of the nominating and governance committee, Mr. James Ukropina, to apprise them of the expressions of interest and to discuss appropriate next steps, given that the Company was not at that time considering a sale of the Company. Messrs. Morgan and Ukropina agreed that it would be productive for management to continue discussions with each of the potential bidders to gauge their level of interest. In light of that directive, management continued to have exploratory discussions with potential bidders during July 2010.

        At our regular quarterly board of directors meeting on July 26, 2010, Mr. Brisco provided the board with a detailed update of the discussions with the potential bidders. After lengthy discussions in which the board of directors discussed the advantages and disadvantages of continuing to pursue any potential transaction, the board of directors concluded that it was appropriate for management to continue discussions with potential bidders to learn more about their respective interests in the Company.

        At the July 26 board meeting, our board of directors also discussed the advisability of forming a special committee of the board comprised of independent directors to evaluate any possible transaction with one or more of the potential bidders or other third parties. The board of directors discussed the possible independent directors to serve on such a committee and determined that Mr. Ukropina should be appointed as the chairman of such a committee once formed. The board of directors also discussed retaining a financial advisor to assist in evaluating the strategic alternatives the Company might consider. At the meeting, Dr. Morgan suggested the board of directors consider retaining Jefferies, based on his experience with the firm in other situations. The board of directors also discussed the familiarity that Jefferies had with the Company's business, Jefferies' experience in the sector generally,

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and Jefferies' discussions with the senior management of the Company in connection with the strategic discussions that had been taking place.

        After the July 26 board meeting, at the request of the board of directors, Mr. Ukropina began the process of considering potential legal and financial advisors to any special committee that might be formed by the board of directors.

        On August 4, 2010, a special meeting of the board of directors was held at which representatives from the Company's outside counsel, Munger, Tolles & Olson LLP ("Munger Tolles"), and, at the request of Mr. Ukropina, representatives from Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden") attended. Mr. Brisco updated the board as to the status of the discussions with the potential bidders. Representatives of Munger Tolles and Skadden discussed the function of a board of directors and a proposed special committee, including the role and purpose of a special committee in connection with the evaluation of a potential transaction involving the sale of the Company. Munger Tolles discussed the process of forming a special committee and the scope of authorization to be given to the committee, as well as a proposed charter for the special committee. After a discussion in which representatives of Munger Tolles and Skadden responded to questions, the board of directors authorized the formation of a special committee of independent and disinterested directors, among other things, to evaluate and respond to any proposals (which included the authority to reject any proposals), negotiate the terms and conditions of any transaction deemed by the special committee to be in the best interests of the Company and its stockholders, and consider other strategic alternatives, including whether to solicit additional potential bidders or recommend that the Company remain as a standalone independent public company, in each case as determined appropriate by the special committee. The special committee was comprised of Messrs. Ukropina, Kenneth Gilman, and Martin Melone, each of whom was considered independent under the NASDAQ Marketplace Rules and the rules and regulations of the SEC and for purposes of participating on the special committee. Consistent with the board's and Idealab's desire that there be an independent decision-making process and in order to avoid any implication that Idealab, the Company's largest stockholder with a majority voting interest, was directing any decision-making process, the board elected not to include any affiliates of Idealab on the special committee.

        The special committee convened its first meeting with Skadden on August 4, 2010, immediately following the special board meeting. Dr. Morgan, a director of the Company and a director of Idealab, was asked by the special committee to attend portions of the meeting to present an overview of the Company's position in the Internet media industry and to report on recent conversations with strategic participants in the industry that he had in the ordinary course of his business. He discussed his view that, based on recent conversations with three Internet media companies who he viewed as potential acquirers of the Company, as well as his industry experience and knowledge, he did not believe that strategic participants would be interested at the current time in a possible transaction for the entire Company at a price that represented a significant premium above the current market price of the Company's Class A common stock. After Dr. Morgan responded to questions from the members of the special committee he was excused. Representatives of Skadden then advised the special committee of the general fiduciary duties of directors under Delaware law when evaluating strategic alternatives that could include a potential sale of a public company. Each member of the committee orally confirmed their respective independence and disinterestedness. The special committee then discussed the possible engagement of an independent financial advisor and discussed several potential candidates. After discussion, and weighing various considerations of retaining Jefferies, which included Jefferies' familiarity with the Company and its experience in the sector, it concluded that it would be advisable to approach Jefferies to potentially serve as financial advisor to the special committee, and directed Mr. Ukropina to discuss with Jefferies the scope and terms of such an engagement. After excusing Skadden from the meeting, the special committee, after discussion, formally retained Skadden as its legal counsel. In making its determination of the qualifications and independence of Skadden, the

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special committee noted that Skadden had not represented any members of management or the Company.

        On August 10, 2010, the special committee convened a meeting, which was attended by representatives of Jefferies and Skadden and portions of which were attended by Dr. Morgan, management and Munger Tolles. Mr. Brisco and representatives of Jefferies provided the special committee with an update of the status of discussions with the potential bidders. Representatives of Jefferies also reviewed with the special committee a preliminary valuation analysis of the Company that had been prepared solely on the basis of publicly available information and research analyst estimates. The preliminary analysis included potential values that might be derived from a sale of the Company using several methodologies, including an analysis of the share prices of a group of Internet and digital media public companies with profiles comparable to that of the Company and a discounted cash flow analysis. The special committee discussed these preliminary materials and the potential value that the Company's stockholders might obtain through a sale of the Company. The special committee then discussed with representatives of Jefferies and Skadden potential next steps to assess the interest level of the existing potential bidders and discussed in particular the advisability of seeking additional potential bidders. After Dr. Morgan, management and Munger Tolles were excused, and after lengthy discussion between the special committee and Jefferies, the special committee decided that further broadening the process was not in the best interests of the Company's stockholders at this time based on a number of factors, including: (a) the approximate valuation guidance and strong interest stated by the potential bidders currently in the process, (b) the Company's and Jefferies' belief that the existing potential bidders, in general, had extensive access to capital and each of them was among the most active acquirers in recent Internet media transactions, (c) the potential likelihood of completion of a favorable transaction by at least one of the existing potential bidders was high, (d) the desirability of completing a transaction by year-end 2010, given potential material increases in the federal capital gains and ordinary income tax rates which might take effect in January 2011, and the potential impact on the transaction timing of adding additional parties to the process, (e) the disruption to the Company's senior management and customers of an expanded process, especially if it were to become publicly known, was potentially damaging and the fact that expanding the process would increase the risk of leaks, (f) the view that there was a relatively low likelihood of a strategic acquirer producing an attractive offer, and (g) the relatively small number of other parties who could fund an equity investment of the size required to acquire the Company and who would be willing to deploy such capital in the Internet media sector under current market conditions. After discussion, the special committee authorized management and Jefferies to continue discussions with the potential bidders and to provide additional information to them. The special committee also, after excusing the representatives of Jefferies, formally approved the retention of Jefferies as its financial advisor.

        Between August 11 and August 24, representatives of Jefferies and management continued discussions with the potential bidders, including an intensive series of meetings and discussions throughout the week of August 16 and the opening of a digital data room. The discussions focused on responding to diligence inquiries regarding the Company and the timing of any potential transaction. Based on their expression of a high level of interest and demonstrated commitment of significant resources to completing a transaction in a timely manner, management and Jefferies accepted follow-up requests from H&F and Party A to discuss various aspects of the Company's operations.

        The special committee met again on August 25, 2010, with representatives of Jefferies and Skadden in attendance, and, at the request of the special committee, Dr. Morgan, members of management and Munger Tolles in attendance for a portion of the meeting. At this meeting, Mr. Brisco and representatives of Jefferies provided an update with respect to the potential bidders. Mr. Brisco and Jefferies noted that H&F and Party A had exhibited a high level of interest in the Company and commitment of significant resources to completing a transaction in a timely manner. Following this report, the special committee considered the advisability of focusing the process on eliciting specific

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proposals from H&F and Party A, rather than Party B, Party C, and Party D. The committee discussed in particular the high potential for distraction to management resulting from protracted discussions with multiple potential bidders, the commitment that each of H&F and Party A were continuing to make in conducting in-depth discussions and diligence with the Company relative to the other potential bidders, the financing resources available to each of H&F and Party A and the perception that each of them could move quickly, relative to the other potential bidders, to provide a firm proposal that had a high likelihood of transaction certainty. The special committee was also concerned that slowing the process to seek other bids might cause H&F and Party A to become less interested in the Company, particularly in light of feedback from H&F that it was not interested in participating in an extended process.

        After Dr. Morgan, management and Munger Tolles were excused from the August 25 meeting, and after further discussion, the special committee concluded that the process that had the greatest likelihood to result in the highest price for stockholders was to focus on H&F and Party A. This was because H&F and Party A, relative to Party B, Party C, and Party D, demonstrated a high level of interest in the Company and had already committed significant resources to completing a transaction. The special committee also considered the distribution of a draft merger agreement to H&F and Party A in order to assist them in developing definitive proposals. Skadden reviewed with the special committee members the key terms contained in a proposed initial draft of a merger agreement, including (i) a "fiduciary out" provision (together with a "break-up" fee) which would allow the board of directors, after entering into the merger agreement, to terminate the merger agreement if it, in the exercise of its fiduciary duty, determines to pursue a subsequent superior proposal, (ii) the mechanics of typical "no-shop" and "go-shop" provisions and the advantages and disadvantages of each, (iii) the advantages and disadvantages of including a so-called "majority of the minority" voting provision so as to permit the public stockholders not affiliated with Idealab or management to independently vote on the approval of the transaction, and (iv) the remedy available to the Company if the buyer failed to close, such as provisions relating to a reverse termination fee and/or specific performance remedy. After a lengthy discussion in which Skadden answered questions posed by members of the special committee, the special committee authorized Skadden to prepare and distribute to H&F and Party A a form of merger agreement containing, among other things, a "no-shop" provision rather than a "go-shop" provision together with a "majority of the minority" provision. In terms of remedies, in light of feedback conveyed by Jefferies that it received from both H&F and Party A, the special committee authorized a material "reverse termination fee" in lieu of a specific performance remedy.

        On August 31, 2010, the special committee convened a meeting, which was attended by representatives of Jefferies and Skadden and, at the request of the special committee, portions of which were attended by Dr. Morgan, management and Munger Tolles. Mr. Brisco and representatives of Jefferies reported that both H&F and Party A had continued to be actively engaged in their diligence and reiterated their strong continued interest in pursuing a possible transaction, noting that both parties had met with management and Jefferies multiple times since the last update provided to the special committee and that care was taken to provide the parties the same access to the diligence materials and management. Representatives of Jefferies also reported that it had been advised that H&F was close to finalizing a debt commitment letter with a bank group. The representatives of Jefferies also noted that, based upon the information that had been provided to it by H&F and Party A, it believed that H&F would be in a position to make a proposal to the Company sooner than Party A.

        On August 31, 2010, H&F submitted a written proposal to purchase all of the outstanding stock of the Company at $13.00 per share. The H&F bid consisted of a proposed markup of the form of merger agreement provided to H&F, draft debt commitment letters from four lenders, a form of equity commitment letter from H&F's funds, and a form of guarantee with respect to H&F's obligations in connection with the merger. At this time, H&F also requested that the Company agree to enter into a

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period of exclusivity. On September 1, H&F followed up its proposal with a proposed term sheet relating to its proposal that Mr. Brisco agree to rollover a portion of his shares into the buying entity and execute a new employment agreement with the Company effective post-closing.

        On September 1, 2010, the special committee convened a meeting to discuss the H&F proposal. In attendance were representatives of Jefferies and Skadden, as well as Dr. Morgan, management and Munger Tolles for portions of the meeting. Representatives of Jefferies reviewed the financial terms of the proposal and provided a preliminary valuation summary with respect to the Company. Members of the special committee engaged in discussion with Jefferies regarding the valuation analysis and asked questions of Jefferies regarding certain aspects of that analysis. Based upon this data, the special committee had lengthy discussions about the range of valuations that might be achievable and would represent a favorable outcome for stockholders. Dr. Morgan stated that the H&F proposal fell somewhat below the valuation that he believed that Idealab would consider agreeable at that time. Dr. Morgan also explained that while, if a sale transaction were to occur, Idealab had a preference to achieve liquidity of its position in the Company by the end of 2010, largely because of the potential material increase in federal tax rates, Idealab was prepared to wait for a better outcome to stockholders if one was available. Based on all of these considerations, the H&F bid was deemed by the special committee to fall below what the committee would be able to recommend to the full board for acceptance at that time. Representatives from Skadden then reviewed with the special committee some of the key issues relating to H&F's markup of the draft merger agreement, noting that the H&F draft merger agreement proposed eliminating the "majority of the minority" voting provision proposed by the Company. Skadden noted that, in lieu of the special voting provision, H&F proposed that, shortly following execution of the merger agreement, Idealab would execute a written consent approving the transaction, thereby assuring stockholder approval and eliminating any requirement of holding a stockholders' meeting to vote on the transaction. Skadden also outlined certain other revisions to the draft merger agreement, including provisions relating to the size of a break-up fee, the mechanics of exercising a fiduciary out (including the "matching rights" requested by H&F) and the size of a reverse termination fee. Representatives of Skadden and Jefferies also reviewed with the special committee the terms and conditions of the draft debt and equity commitment papers and reported that, based on recent market precedents, they were generally at or above market from their perspective in terms of certainty and limited conditionality.

        The members of the special committee then engaged in a lengthy discussion with representatives of Skadden, Jefferies and management regarding the appropriate next steps. Following discussion of a number of alternatives, the special committee decided that Jefferies should contact H&F and indicate that an improved offer would be necessary in order for the special committee to consider a potential transaction with H&F and that exclusivity would not be granted to H&F. The special committee emphasized that it did not favor H&F's proposal that Idealab consent to the transaction shortly after the execution of the merger agreement, and it reiterated its view in support of the "majority of the minority" vote requirement. The special committee also directed Jefferies and management to focus on eliciting a specific proposal from Party A. After excusing Dr. Morgan, management and Munger Tolles from the meeting, the special committee discussed negotiation strategies and authorized Jefferies to move forward the process with Party A and to negotiate the best possible price with H&F.

        Following the meeting on September 1, representatives from Jefferies informed H&F that its bid would need to be enhanced in order for the special committee to proceed with it. In providing feedback to H&F, representatives of Jefferies emphasized the special committee's view that the proposal fell short of a value that could be accepted by the committee for recommendation to the full board. At that time, H&F informed representatives of Jefferies that it was unlikely to deliver a materially enhanced offer.

        On September 3, 2010, the special committee convened to consider a status update from management and Jefferies. In attendance were representatives of Jefferies and Skadden, as well as

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Dr. Morgan, management and Munger Tolles for portions of the meeting. Management and representatives of Jefferies reported that with respect to H&F there had not been any price movement or even much substantive discussion with H&F since the last meeting. Representatives of Jefferies further reported that, based upon recent conversations it had had with Party A, Party A remained committed to finishing its legal and financial due diligence and continued to move ahead rapidly with its process. Representatives of Jefferies also reported that they believed based upon those conversations that Party A was in the final stage of preparing its definitive views of valuation of the Company. The special committee then engaged in a discussion regarding possible negotiation strategies with respect to both Party A and H&F. After Dr. Morgan, management and Munger Tolles were excused from the meeting, the members of the special committee continued their discussion with representatives of Jefferies and instructed Jefferies and management to further intensify engagement with Party A.

        On September 4, 2010, representatives from Jefferies reiterated the prior message to H&F that its bid would need to be enhanced in order for its proposal to proceed. Once again, H&F informed representatives of Jefferies that it was unlikely to deliver a materially enhanced offer at that time.

        On September 1, 2, 4 and 5, representatives of Jefferies and management of the Company continued to conduct in-depth discussions and additional, intensive meetings with Party A regarding Party A's diligence of the Company and the timing of any potential transaction. In the course of July, August and September, Party A had conducted a total of ten extensive diligence sessions with the Company.

        On September 8, 2010, Party A, based on feedback from its investment committee, indicated to Jefferies that it was prepared to quickly take the next steps to complete a transaction to acquire the Company. Party A stated that it did not yet have commitments from its potential lenders and therefore was uncertain how much debt it might be able to obtain nor had it determined how much debt it might be prepared to incur. Party A orally guided Jefferies to a range of potential valuations for the Company, with the potential valuation depending primarily on the amount of debt financing for the transaction. The discussion included a potential valuation of $13.00 per share and the exploration of the possibility and feasibility of valuations slightly higher than $13.00 per share at higher leverage ratios. Jefferies noted that Party A's discussions with its potential lenders appeared to be less advanced than H&F's discussions with its potential lenders, who were actively involved in the diligence process and had, according to information provided by H&F, provided substantially final commitment papers.

        Also on September 8 and 9, H&F, with whom Jefferies had not engaged substantively since September 4, contacted Jefferies to request additional feedback on their proposal and requested in-person meetings with the Company's senior management and Jefferies. The purpose of the meetings was to provide an opportunity for additional H&F executives to gain exposure to senior management of the Company, and to enhance their understanding of the Company, which might enable H&F to increase its $13.00 per share proposal. Jefferies and management indicated to H&F that timing remained important, and senior H&F executives flew to Los Angeles on the weekend of September 11 and 12 for lengthy meetings with senior management of the Company with the purpose of further reviewing the Company's strategy and operations. A representative of Jefferies attended the meeting on September 12.

        During the week of September 8, management and Jefferies responded to additional diligence questions from Party A.

        On September 13, 2010, H&F orally offered to increase its bid from $13.00 per share to $13.25 per share. After further negotiations with Jefferies on the same day, H&F submitted in writing an offer of $13.35 per share, an increase of approximately $15 million over and above the original offer of $13.00 per share. H&F's written proposal stated that H&F could sign a merger agreement within four days and requested seven days of exclusivity. In a telephonic conversation on that same day, H&F stated

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that $13.35 was its best and final offer and that H&F needed an answer to the proposal within 24 hours.

        In the morning of September 14, Party A asked Jefferies and the Company for feedback regarding its indication of interest. Party A was informed that they would receive feedback shortly, following the next meeting of the special committee.

        On September 14, 2010, the special committee met with its legal and financial advisors and engaged in a lengthy discussion to review the latest offer from H&F and verbal indication from Party A. Dr. Morgan, management and Munger Tolles attended a portion of the meeting. Representatives of Jefferies provided the special committee with its financial analysis of H&F's offer of $13.35 per share. Throughout the course of its presentation, representatives of Jefferies responded to a number of questions from the members of the special committee regarding the financial presentation. Based on its discussions with Party A, representatives of Jefferies stated that the $13.35 per share price from H&F was higher than what Jefferies believed was the highest achievable price point indicated in the range previously provided by Party A and that Jefferies did not believe that Party A was likely to complete a transaction in a timely manner at a better price and on other terms more attractive and certain than the H&F proposal. Among other things, based on information provided to it by Party A, Jefferies was of the view that Party A had not yet resolved contingencies related to their financing. As such, the special committee discussed the advantages and disadvantages of moving forward with H&F's proposed merger at $13.35, a valuation which the special committee, after discussion with Jefferies, considered the most attractive proposal for all stockholders, particularly in light of the greater transaction certainty afforded by the H&F proposal. The special committee also considered the risk that H&F would disengage from the process if the Company failed to accept its proposal. The special committee then focused on the risks and benefits of the Company continuing as a standalone public company or pursuing other alternatives available to it and whether this was an appropriate time to engage in a sale of the Company. The special committee considered in particular the risks of the Company executing on its operational plan in terms of considering whether to remain as a standalone company, as well as recent volatility in the markets and the trading price of the Class A common stock of the Company. Members of the special committee also discussed the possibility of receiving a higher bid from H&F, with management and Jefferies stating that, in light of the feedback from H&F regarding its movement from $13.00 to $13.35 per share and the fact that H&F had stated that $13.35 per share was its best and final offer, they did not believe there would be any willingness by H&F to increase their offer. The members of the special committee then discussed with representatives of Skadden and Jefferies the potential timing of a revised merger agreement as well as various provisions still to be negotiated with H&F, including the size of the break-up and reverse termination fees. The members of the special committee also insisted on the inclusion of a non-waivable "majority of the minority" stockholder approval requirement in any revised merger agreement. The special committee determined that a voting agreement between H&F and Idealab would be acceptable to the special committee, provided that Idealab would only be required to vote in favor of the merger if the merger is approved by a majority of the minority and that Idealab would vote against the merger if stockholders representing a majority of the minority vote against the merger. The special committee also expressed the view that the voting agreement should be terminable by Idealab, among other things, if the Company terminated the merger agreement. Members of the special committee also engaged in a discussion with Mr. Brisco relating to his potential employment post-closing with the Company and a potential rollover of a portion of his equity. Mr. Brisco informed the special committee that he had not engaged in any substantive discussions with H&F with respect to any post-closing arrangements until the prior day, when H&F submitted their final offer. The special committee affirmed that Mr. Brisco should finalize an agreement with H&F with respect to post-closing arrangements with management and keep the special committee informed of the results of those discussions.

        After Dr. Morgan and management were excused from the meeting, the special committee continued its discussion of next steps and after discussion, considering a number of factors, concluded

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that it was not in the best interests of the Company's stockholders at this time to make additional inquiries with respect to a potential transaction involving the Company. Among other things, the special committee discussed and considered the views of Dr. Morgan and Jefferies, who, based on their conversations with potential strategic acquirers and familiarity with the marketplace, believed that while it was always possible that another party could be interested in acquiring the Company, it was not highly likely that a strategic participant would be interested in a transaction at that time at a price and on terms as attractive as H&F's new proposal. The special committee considered that in the event that a third party would be interested in a transaction at a price superior to that offered by H&F, the merger agreement enabled the Company to terminate the merger agreement and accept that superior offer. The special committee also considered H&F's ability and resources to close the transaction by the end of 2010, including its firm commitments to provide the requisite equity and debt financing commitments. After further discussion, the special committee authorized Jefferies and Skadden to negotiate the final terms and conditions of an agreement with H&F at $13.35 per share, focusing in particular on matters such as the "majority of the minority" voting requirement and the break-up and reverse termination fees. However, the committee again rejected H&F's proposal for exclusivity.

        Between September 15 and 17, 2010 representatives of Jefferies and Skadden, with the assistance of management, negotiated and resolved additional terms of a merger agreement with H&F, including a $23 million break-up fee, a $38 million reverse termination fee, and a $4 million expense reimbursement to H&F in the event stockholder approval of the merger is not obtained (which expense reimbursement would reduce the amount of break-up fee, if any, subsequently payable by the Company). During that period, Idealab engaged in negotiations with H&F with respect to the terms of the voting agreement. Idealab obtained H&F's agreement that Idealab would only be required to vote in favor of the merger if the merger is approved by a majority of the minority and that Idealab would vote against the merger if stockholders representing a majority of the minority vote against the merger. In addition, during that period, H&F and Mr. Brisco negotiated the terms of his post-closing employment.

        On September 17, 2010, the special committee met to consider the final terms that had been negotiated with H&F. Skadden made a presentation to the special committee concerning the material terms and conditions of the draft merger agreement, answered the directors' questions, and outlined the significant issues that were resolved. Representatives of Jefferies then reviewed with the special committee its financial analysis of the proposed offer, and Jefferies then delivered its opinion to the special committee to the effect that, as of that date and based upon and subject to the various considerations set forth in its opinion, the consideration of $13.35 per share in cash to be received by holders of our common stock, taken as a whole (other than the Participating Stockholders), pursuant to the merger agreement was fair, from a financial point of view, to such holders. Mr. Brisco then apprised the members of the committee of the status of his discussions with H&F concerning post-closing arrangements with management. The special committee also discussed the payment of an aggregate of $375,000 of bonuses, subject to the completion of the merger to certain members of senior management and other employees (other than Mr. Brisco) for their efforts over the last several months and through the closing. After considering, among other things, the factors described below under " Special Factors—Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger ," including the recent volatility in the markets and the trading price of the Company's Class A common stock, and the financial analysis and opinion of Jefferies, the special committee determined that the merger was advisable and in the best interests of the Company's stockholders and unanimously approved resolutions recommending that the board of directors approve the merger.

        Following the conclusion of the special committee meeting, the full board of directors convened to consider the special committee's recommendation and Mr. Ukropina discussed with the board the various factors which led to the recommendation. Representatives of Jefferies then reviewed with the board of directors its financial analysis of the proposed offer, and Jefferies then delivered its opinion to

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the board of directors to the effect that, as of that date and based upon and subject to the various considerations set forth in its opinion, the consideration of $13.35 per share in cash to be received by holders of our common stock, taken as a whole (other than the Participating Stockholders), pursuant to the merger agreement was fair, from a financial point of view, to such holders. Skadden described in detail the material terms of the merger agreement to the board of directors. Skadden directed the board of directors' particular attention to material terms and conditions, including, but not limited to, the closing conditions, the impact of the merger on outstanding option and restricted stock awards, the terms of the post-signing "no-shop," the ability of the Company to terminate the merger agreement in the event the Company were to receive a superior proposal, and the parties' remedies in the event of termination of the merger agreement. After considering, among other things, the factors described below under " Special Factors—Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger ," the financial analysis and opinion of Jefferies, the terms of the transaction documents (including the voting agreement) and the recommendation of the special committee, the members of the board of directors unanimously determined that the merger was advisable and in the best interests of our stockholders and unanimously approved resolutions approving the merger and recommending that our stockholders approve the same.

        During the due diligence process and negotiations described above, the special committee, together with its legal and financial advisors, met formally on eight occasions to discuss the status of the process. During these meetings, members of the special committee had the opportunity to, and did, ask questions of representatives of Jefferies and Skadden, and Dr. Morgan and management during the portions of meetings in which Dr. Morgan and management were invited to participate. In addition, at the meetings of the special committee, the special committee solicited the views of management and Dr. Morgan and requested updates regarding the negotiation and due diligence process, after which the special committee continued in executive session without members of management or Dr. Morgan present.

Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger

        Our board of directors and a special committee of independent members of our board of directors believe that the merger and the merger agreement are both fair to our unaffiliated stockholders based on their consideration of the factors relating to procedural and substantive fairness described below. The purpose of the merger is to enable our unaffiliated stockholders to immediately realize the value of their investment in the Company through their receipt of the $13.35 per share merger consideration in cash, without interest. We believe that the immediate receipt of the merger consideration is more favorable to our unaffiliated stockholders than the possible alternatives to a sale, including maintaining the status quo.

The Special Committee

        Our special committee, acting with the advice and assistance of their legal and financial advisors and of our management, evaluated the proposed merger, including the terms and conditions of the merger agreement. At a meeting on September 17, 2010, our special committee unanimously (a) determined that the merger agreement, the voting agreement and the transactions contemplated thereby, including the merger, are in the best interests of the Company and our unaffiliated stockholders, (b) determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair and advisable in all respects, (c) recommended to our board of directors that it determine that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of the Company and the unaffiliated stockholders of the Company, and (d) recommended to our board of directors that it approve and declare advisable the merger agreement, the voting agreement and the transactions contemplated thereby, including the merger, upon the terms and conditions contained therein.

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        In the course of reaching its determination and recommendation, our special committee considered the following factors as being generally positive or favorable, each of which our special committee believed supported its determinations and recommendations:

•

the current and historical market prices of our Class A common stock, including the fact that the $13.35 per share merger consideration represented a premium of (i) approximately 46.5% over the closing price of $9.11 on September 17, 2010, the last trading day prior to our public announcement of the merger agreement, and (ii) approximately 25.7% over the Company's average closing stock price during the week of September 6, 2010 of $10.62, and also represented the highest price at which our Class A common stock had ever traded since our initial public offering;



•

the opinion, dated September 17, 2010, of Jefferies to our special committee and board of directors to the effect that, as of that date and based upon and subject to the various considerations set forth in its opinion, the consideration of $13.35 per share in cash to be received by holders of our common stock, taken as a whole (other than the Participating Stockholders), pursuant to the merger agreement was fair, from a financial point of view, to such holders, as more fully described in "— Opinion of Financial Advisor to Our Special Committee " beginning on page 29;



•

the fact that the merger consideration is all cash, allowing the stockholders to immediately realize a certain value for all shares of their common stock;



•

the fact that Parent and Merger Sub had obtained committed debt and equity financing for the transaction, the limited number and nature of the conditions to the debt and equity financing, and the obligation of Parent to use its reasonable best efforts to obtain the debt financing and, if Parent fails to complete the merger under certain circumstances, to pay us a $38 million reverse termination fee (equal to approximately 6.0% of the equity value of the transaction);



•

the other terms of the merger agreement and the related transaction documents, including:



•

the inclusion of provisions allowing the Company's board of directors to, under certain circumstances, provide information to, and participate in discussions and negotiations with, third parties regarding unsolicited acquisition proposals after the date the merger agreement was entered into, as well as the Company's ability to, under certain circumstances, terminate the merger agreement in order to enter into a definitive agreement related to a superior proposal, subject to paying a termination fee of $23 million (equal to approximately 3.6% of the equity value and approximately 4.0% of the enterprise value of the transaction);



•

the Company's ability, under certain circumstances, to receive a reverse termination fee of $38 million (equal to approximately 6.0% of the equity value of the transaction); and



•

the limited guarantee of H&F Fund VI of up to $38 million in the Company's favor with respect to the payment by Parent of certain of its payment obligations under the merger agreement;



•

the other terms and conditions of the merger agreement, described under " The Merger Agreement " beginning on page 71 of this proxy statement, which the special committee, after consulting with its legal counsel, considered to be reasonable and consistent with precedents they deemed relevant;



•

the views of Jefferies and certain of the Company's directors with significant experience in the digital and Internet media industry who had discussions with various participants in the industry, which suggested that it was unlikely that a credible competing offer for the Company could be obtained at a price at or higher than $13.35 per share;

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•

the fact that, after extensive discussion and due diligence by Party A, Jefferies did not believe that Party A was likely to complete a transaction in a timely manner at a better price and on other terms more attractive and certain than the H&F proposal, and the special committee's determination that Parent's offer, which included fully committed financing, was the most attractive proposal;



•

the likelihood, considering the H&F Filing Persons' reputation, proven experience in completing similar transactions, and financial and capital resources, that the merger would be completed, and completed in a reasonably prompt time frame, including in light of the fact that a potential material increase to income tax rates could take effect in January 2011;



•

the possible alternatives to a sale, including maintaining the status quo, which alternatives our special committee determined were less favorable to our stockholders than the merger given the potential risks, rewards and uncertainties associated with those alternatives;



•

the possibility that it could take a considerable period of time before the trading price of shares of our Class A common stock would reach and sustain at least the merger consideration of $13.35 per share, as adjusted for present value, and the possibility that such value might never be obtained;



•

recent volatility in the markets and the trading price of our Class A common stock; and



•

the fact that all of our stockholders, including the stockholder that controls a majority of the Company's voting power, will receive the same consideration per share of common stock, regardless of the class of common stock.

        Our special committee also considered a number of factors that are discussed below relating to the procedural safeguards that our special committee believes were and are present to ensure the fairness of the merger. Our special committee believes these factors support its determinations and recommendations and provide assurance of the procedural fairness of the merger to the unaffiliated stockholders:

•

the merger agreement must be adopted by the affirmative vote of both (i) the holders of a majority of the voting power of the outstanding common stock of the Company voting together as a single class, and (ii) the holders of a majority of the outstanding shares of Class A common stock, other than shares held by Idealab and the Participating Employees, a condition that is non-waivable;



•

the special committee consists solely of independent directors, by which we mean they are not employees of the Company or any of its subsidiaries nor are they affiliated with Idealab or its affiliates and they have no financial interest in the merger that is different from that of the stockholders (other than the acceleration of options and restricted stock held by certain of the directors to acquire shares of our common stock);



•

the special committee met regularly to discuss our alternatives and was advised by independent financial and legal advisors, and each member of the special committee was actively engaged in the process;



•

the special committee made all material decisions relating to our alternatives beginning on August 4, 2010, including recommending to our board of directors that the Company enter into the merger agreement;



•

the opinion, dated September 17, 2010, of Jefferies to our special committee and board of directors as described above and as more fully described in "— Opinion of Financial Advisor to Our Special Committee " beginning on page 29; and

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•

the availability of appraisal rights to the stockholders who comply with all of the required procedures under Delaware law for exercising appraisal rights, which allow such holders to seek appraisal of the fair value of their stock as determined by the Court of Chancery of the State of Delaware in lieu of receiving the merger consideration.

        In the course of reaching its determinations and recommendations, our special committee also considered the following risks and other factors concerning the merger agreement and the merger as being generally negative or unfavorable:

•

the stockholders other than the Participating Employees will not participate in any future earnings or growth of our business and will not benefit from any appreciation in our value, including any appreciation in value that could be realized as a result of improvements to our operations;



•

the possibility that Parent will be unable to obtain all or a portion financing for the merger and related transactions, including the debt financing proceeds contemplated by the commitment letter it received from its lenders;



•

the risks and costs to us if the merger does not close, including the diversion of management and employee attention and the potential effect on our business and our relationships with customers;



•

the requirement that we pay a termination fee of $23 million if we enter into a definitive agreement related to a superior proposal or the merger agreement is terminated under certain other circumstances (reduced by any expense reimbursement payable by us if we fail to obtain the Company Stockholder Approvals);



•

the requirement that we reimburse Parent or its designee for up to $4 million of its out-of-pocket expenses incurred in connection with the proposed merger if the merger agreement is terminated as a result of the failure to obtain the Company Stockholder Approvals;



•

the fact that an all cash transaction would be taxable to the stockholders that are U.S. persons for U.S. federal income tax purposes;



•

the restrictions on the conduct of our business prior to the completion of the merger, requiring us to conduct our business only in the ordinary course, subject to specific limitations, which may delay or prevent us from undertaking business opportunities that may arise pending completion of the merger;



•

our inability to seek specific performance to require Parent or Merger Sub to complete the merger and the fact that our sole remedy in connection with the merger agreement, even for a breach by Parent or Merger Sub that is deliberate or willful or for fraud, would be limited to $38 million that is payable in certain circumstances, which payment is guaranteed by H&F Fund VI; and



•

the risk that, while the merger is expected to be completed, there can be no assurance that all conditions to the parties' obligations to complete the merger will be satisfied, and as a result, it is possible that the merger may not be completed even if approved by our stockholders.

        In addition, our special committee was aware of and considered the interests that certain of our directors and executive officers have with respect to the merger that differ from, or are in addition to, their interests as stockholders of the Company, as described in " —Interests of the Company's Directors and Executive Officers in the Merger " beginning on page 54.

        In the course of reaching its determination and recommendation regarding the fairness of the merger to the Company and the stockholders of the Company and its decision to recommend to the board of directors that it approve the merger, the special committee considered valuation analyses

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presented by Jefferies related to the going concern value of Internet Brands. These analyses included, among others, a discounted future shares price analysis, a discounted cash flow analysis and a public company comparables analysis. These analyses are summarized below under "— Opinion of Financial Advisor to Our Special Committee ." Our special committee expressly adopted the analyses and the opinion of Jefferies, among other factors considered, in reaching its determination as to the fairness of the transactions contemplated by the merger agreement. In the course of reaching its determination, our special committee did not consider the liquidation value of the Company's assets because it considers the Company to be a viable going concern business where value is derived from cash flows generated from its continuing operations. In addition, our special committee believed that the value of the Company's assets that might be realized in a liquidation would be significantly less than its going concern value. Further, our special committee did not consider the Company's net book value, which is an accounting concept, as a factor because it believed that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs. The Company's net book value per share as of June 30, 2010, was $8.29, which is substantially below the merger consideration, $13.35 per share in cash. In addition, our special committee did not consider the prices paid by us for past purchases of our common stock because no such purchases have been made during the last two years other than in connection with our equity incentive plans.

        The foregoing discussion of the information and factors considered by our special committee is not intended to be exhaustive, but includes the material factors considered by our special committee. In view of the wide variety of factors considered by our special committee in evaluating the merger agreement and the merger, our special committee did not find it practicable, and did not attempt, to quantify, rank or otherwise assign relative weights to the foregoing factors in reaching its conclusion. In addition, individual members of our special committee may have given different weights to different factors and may have viewed some factors more positively or negatively than others. The special committee's determinations and recommendations described above were based upon the totality of the information considered.

Position of the Board of Directors as to Fairness of the Merger and Recommendation of the Board

        The board of directors believes that the merger and the merger agreement are fair to the Company's unaffiliated stockholders. The board of directors expressly adopted the analyses and determinations of the special committee in its evaluation of the fairness of the merger and the merger agreement. In determining the reasonableness of the special committee's analysis and the fairness of the merger, our board of directors considered and relied upon the following factors, among others:

•

the special committee's unanimous determination that the merger agreement and the merger are fair to and in the best interests of the Company and our unaffiliated stockholders and its unanimous recommendation that the Board approve the merger agreement;



•

that no member of the special committee has an interest in the proposed merger different from that of our unaffiliated stockholders except that, as directors, each member will receive customary director and officer insurance coverage and certain stock options and restricted stock held by the directors will automatically vest upon a change in control;



•

the opinion, dated September 17, 2010, of Jefferies to our special committee and board of directors to the effect that, as of that date and based upon and subject to the various considerations set forth in its opinion, the consideration of $13.35 per share in cash to be received by holders of our common stock, taken as a whole (other than the Participating Stockholders), pursuant to the merger agreement was fair, from a financial point of view, to

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such holders, as more fully described in "— Opinion of Financial Advisor to Our Special Committee " beginning on page 29;

•

that holders of our Class A common stock and Class B common stock will receive the same merger consideration notwithstanding the greater voting power of the Class B common stock;



•

the process undertaken by the special committee and the Company's advisors in connection with evaluating the proposed merger, as described above in "— Background of the Merger ," beginning on page 16; and



•

the availability of appraisal rights under Delaware law for our stockholders who oppose the merger.

        Our board of directors also considered the interests certain executive officers of the Company may have with respect to the merger in addition to their interests as stockholders generally, as described below in "— Interests of the Company's Directors and Executive Officers in the Merger ," starting at page 54.

        The foregoing discussion of the information and factors considered by our board of directors is not intended to be exhaustive, but includes the material factors considered by our board of directors, including the substantive and procedural factors considered by the special committee discussed above. In view of the wide variety of factors considered by our board of directors in evaluating the merger agreement and the merger, our board of directors did not find it practicable, and did not attempt, to quantify, rank or otherwise assign relative weights to the foregoing factors in reaching its conclusion. In addition, individual members of our board of directors may have given different weights to different factors and may have viewed some factors more positively or negatively than others. Our board of directors approves the merger agreement and unanimously recommends it to Internet Brands' stockholders based upon the totality of the information presented to, and considered by, it.

        Other than as described in this proxy statement, the board of directors is not aware of any firm offers by any other person during the prior two years for a merger or consolidation of the Company with another company, the sale or transfer of all or substantially all of the Company's assets or a purchase of the Company's securities that would enable such person to exercise control of the Company.

         Our board of directors recommends that you vote "FOR" the adoption of the merger agreement and "FOR" the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies.

Opinion of Financial Advisor to Our Special Committee

        We retained Jefferies to act as a financial advisor to our special committee in connection with the merger and to render to our special committee and board of directors an opinion as to the fairness to the holders of our common stock, taken as a whole, of the consideration of $13.35 per share in cash to be received by such holders (other than the Participating Stockholders). At the meetings of our special committee and board of directors on September 17, 2010, Jefferies rendered its opinion to our special committee and board of directors to the effect that, as of that date and based upon and subject to the various considerations set forth in its opinion, the consideration of $13.35 per share in cash to be received by holders of our common stock, taken as a whole (other than the Participating Stockholders), pursuant to the merger agreement was fair, from a financial point of view, to such holders.

         The full text of the written opinion of Jefferies, dated as of September 17, 2010, is attached hereto as Annex B . Jefferies' opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies in rendering its opinion. We encourage our stockholders to read Jefferies' opinion carefully and in its entirety. Jefferies' opinion was directed to our special committee and board of directors and addresses

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only the fairness, from a financial point of view, as of the date of the opinion of the consideration of $13.35 per share in cash to be received by holders of our common stock, taken as a whole (other than the Participating Stockholders). It does not address any other aspects of the merger and does not constitute a recommendation as to how any holder of our common stock should vote on the merger or any matter related thereto. The summary of the opinion of Jefferies set forth below is qualified by reference to the full text of the opinion.

        In arriving at its opinion, Jefferies, among other things:

•

reviewed a draft dated September 16, 2010 of the merger agreement;



•

reviewed certain publicly available financial and other information about the Company;



•

reviewed certain information furnished to Jefferies by the Company's management, including financial forecasts and analyses, relating to the business, operations and prospects of the Company;



•

held discussions with members of senior management of the Company concerning the matters described in the prior two bullet points;



•

reviewed the share trading price history and valuation multiples for the Class A common stock and compared them with those of certain publicly traded companies that Jefferies deemed relevant;



•

compared the proposed financial terms of the merger with the financial terms of certain other transactions that Jefferies deemed relevant;



•

considered the results of efforts made by or on behalf of certain members of our board of directors to solicit expressions of interest from other parties with respect to the sale of all or any part of the Company or any alternative transaction; and



•

conducted such other financial studies, analyses and investigations as Jefferies deemed appropriate.

        In Jefferies' review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by the Company to it or that was publicly available (including, without limitation, the information described above), or that was otherwise reviewed by it. In its review, Jefferies relied on assurances of the management of the Company that management was not aware of any facts or circumstances that would make such information inaccurate or misleading. In its review, Jefferies did not obtain any independent evaluation or appraisal of any of the assets or liabilities of, nor did Jefferies conduct a physical inspection of any of the properties or facilities of, the Company. Jefferies was not furnished with any such evaluations or appraisals of such physical inspections and did not assume any responsibility to obtain any such evaluations or appraisals.

        With respect to the financial forecasts provided to and examined by Jefferies, Jefferies' opinion noted that projecting future results of any company is inherently subject to uncertainty. The Company informed Jefferies, however, and Jefferies assumed, that such financial forecasts were reasonably prepared on bases reflecting the then best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company. Jefferies expressed no opinion as to the Company's financial forecasts or the assumptions on which they were made.

        Jefferies' opinion was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated as of the date of its opinion. Jefferies expressly disclaimed any

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undertaking or obligation to advise any person of any change in any fact or matter affecting Jefferies' opinion of which Jefferies became aware after the date of its opinion.

        Jefferies made no independent investigation of any legal or accounting matters affecting the Company, and Jefferies assumed the correctness in all respects material to Jefferies' analysis of all legal and accounting advice given to the Company, our special committee and board of directors, including, without limitation, advice as to the legal, accounting and tax consequences of the terms of, and transactions contemplated by, the merger agreement to the Company and its stockholders. In addition, in preparing its opinion, Jefferies did not take into account any tax consequences of the transaction to any holder of the Company common stock. In rendering its opinion, Jefferies assumed that the final form of the merger agreement would be substantially similar to the last draft reviewed by it. Jefferies also assumed that in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Company, Parent or the contemplated benefits of the merger. In addition, Jefferies was not authorized to and did not solicit any expressions of interest from any parties with respect to the sale of all or any part of the Company or any other alternative transaction, other than Parent and one other party.

        Jefferies' opinion was for the use and benefit of our special committee and board of directors in their consideration of the merger, and Jefferies' opinion did not address the relative merits of the transactions contemplated by the merger agreement as compared to any alternative transaction or opportunity that might be available to the Company, nor did it address the underlying business decision by the Company to engage in the merger or the terms of the merger agreement or the documents referred to therein. Jefferies' opinion does not constitute a recommendation as to whether any holder of the Company common stock should vote on the merger or any matter related thereto. In addition, Jefferies was not asked to address, and its opinion did not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of the Company, other than the holders of the Company common stock, taken as a whole (other than the Participating Stockholders). Jefferies expressed no opinion as to the price at which the Company common stock will trade at any time. Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation to be payable or to be received by any of the Company's officers, directors or employees, or any class of such persons, in connection with the merger relative to the consideration to be received by holders of the Company common stock. In addition, while Jefferies' opinion noted that each share of Class A common stock and Class B common stock will be converted into the right to receive the same consideration per share pursuant to the merger agreement, Jefferies expressed no view or opinion as to the allocation of the aggregate consideration to be received by the Company's stockholders between the Class A common stock and Class B common stock. Jefferies' opinion was authorized by the Fairness Committee of Jefferies.

        In preparing its opinion, Jefferies performed a variety of financial and comparative analyses. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant quantitative and qualitative methods of financial analysis and the applications of those methods to the particular circumstances and, therefore, is not necessarily susceptible to partial analysis or summary description. Jefferies believes that its analyses must be considered as a whole. Considering any portion of Jefferies' analyses or the factors considered by Jefferies, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying the conclusion expressed in Jefferies' opinion. In addition, Jefferies may have given various analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described below should not be taken to be Jefferies' view of the Company's actual value. Accordingly, the conclusions reached by Jefferies are based on all analyses and factors taken as a whole and also on the application of Jefferies' own experience and judgment.

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        In performing its analyses, Jefferies made numerous assumptions with respect to industry performance, general business, economic, monetary, regulatory, market and other conditions and other matters, many of which are beyond the Company's and Jefferies' control. The analyses performed by Jefferies are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses, and neither Jefferies nor we assume any responsibility if future results differ materially from those suggested herein. In addition, analyses relating to the per share value of the Company common stock do not purport to be appraisals or to reflect the prices at which shares of the Company common stock may actually be sold. The analyses performed were prepared solely as part of Jefferies' analysis of the fairness, from a financial point of view, of the consideration of $13.35 per share in cash to be received by holders of the Company common stock, taken as a whole (other than the Participating Stockholders), pursuant to the merger agreement, and were provided to our special committee and board of directors in connection with the delivery of Jefferies' opinion.

        The following is a summary of the material financial and comparative analyses performed by Jefferies and presented on September 17, 2010 to our special committee and board of directors in connection with Jefferies' delivery of its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies' financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies' financial analyses. The full text of Jefferies' presentation to our special committee and board of directors on September 17, 2010 has been included as Exhibit (c)(5) to the Schedule 13E-3 filed with the SEC by us, Mr. Brisco, Parent, Merger Sub, the H&F Filing Persons and the JMI Filing Persons (as defined below) in connection with the merger, and the following summary is qualified by reference to this exhibit. The full text of Jefferies' presentation also is available for inspection and copying at our corporate offices during our regular business hours by any of our stockholders, or by a stockholder's representative who has been so designated in writing. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on current market data as it existed on or before September 16, 2010, and is not necessarily indicative of current market conditions.

Transaction Overview

        Based upon the approximately 47.9 million shares of the Company common stock that were outstanding as of September 13, 2010, assuming the vesting of in-the-money stock options (calculated using the treasury stock method), Jefferies noted that the consideration of $13.35 per share implied an equity value of approximately $639.1 million. Including total debt (comprised of capital lease obligations) of approximately $0.3 million and net of approximately $58.7 million of cash and cash equivalents, Jefferies noted that the consideration implied an enterprise value of approximately $580.7 million. Jefferies also noted that the consideration of $13.35 per share of the Company common stock represented:

•

a premium of 45.1% over the closing price per share of the Company Class A common stock on September 16, 2010 of $9.20,



•

a premium of 33.2% over the closing price per share of the Company Class A common stock on August 19, 2010 of $10.02, and



•

a premium of 31.6% over the volume weighted average price per share of the Company Class A common stock during the 20 trading days including and immediately preceding September 16, 2010.

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Comparable Public Company Analysis

        Using publicly available information and information provided by the Company's management, Jefferies analyzed the trading multiples of the Company and the corresponding trading multiples of the following eight selected Internet and digital media companies with operating profiles similar to that of the Company, which are collectively referred to as the "Selected Comparable Companies":

•

Answers Corporation



•

AOL Inc.



•

Google Inc.



•

The Knot, Inc.



•

QuinStreet, Inc.



•

TechTarget, Inc.



•

Travelzoo Inc., and



•

Yahoo! Inc.

In its analysis, Jefferies derived and compared multiples for the Company and, where available and meaningful to Jefferies' analysis, the Selected Comparable Companies, calculated as follows:

•

the enterprise value divided by estimated revenue for calendar year 2010, which is referred to as "Enterprise Value/2010E Revenue",



•

the enterprise value divided by estimated revenue for calendar year 2011, which is referred to as "Enterprise Value/2011E Revenue",



•

the enterprise value divided by estimated earnings before interest, taxes, depreciation and amortization, or EBITDA, for calendar year 2010, which is referred to as "Enterprise Value/2010E EBITDA",



•

the enterprise value divided by estimated EBITDA for calendar year 2011, which is referred to as "Enterprise Value/2011E EBITDA",



•

the price per share divided by estimated earnings per share, or EPS, for calendar year 2010, which is referred to as "Price/2010E EPS", and



•

the price per share divided by estimated EPS for calendar year 2011, which is referred to as "Price/2011E EPS".

This analysis indicated the following:

Comparable Public Company Multiples

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