Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS

Table of Contents

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.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

WEB.COM GROUP, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        Common Stock, par value $0.001 per share, of Web.com Group, Inc.
 
    (2)   Aggregate number of securities to which transaction applies:
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
         
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

ý

 

Fee paid previously with preliminary materials.

o

 

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

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

Table of Contents

WEB.COM GROUP, INC.
12808 Gran Bay Parkway West
Jacksonville, Florida 32258

September 5, 2018

Dear Stockholder:

        You are cordially invited to attend the Special Meeting of Stockholders of Web.com Group, Inc., a Delaware corporation (the "Company" or "Web.com"). The special meeting (the "Special Meeting") will be held on October 10, 2018, at 10:30 a.m. Eastern Time, at 12808 Gran Bay Parkway West, Jacksonville, Florida 32258. Only holders of record of Company common stock at the close of business on August 30, 2018, will be entitled to vote at the Special Meeting or any adjournment or postponement of the Special Meeting.

        At the Special Meeting, we will ask you to vote for the adoption of the Amended and Restated Agreement and Plan of Merger, dated as of August 5, 2018, by and among Parker Private Holdings II, LLC, a Delaware limited liability company (the "Parent"), Parker Private Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (the "Merger Sub"), and Web.com, as it may be amended from time to time, (as so amended, the "Merger Agreement") which provides for the merger of Merger Sub with and into Web.com (the "Merger"), with Web.com continuing as the surviving corporation and a wholly owned subsidiary of Parent and approve the transactions contemplated by the Merger Agreement, including the Merger (the "Merger Proposal").

        We are also asking you (a) to approve, on an advisory basis, the Merger-related compensation that may be paid or become payable to Web.com's named executive officers (the "Executive Compensation Proposal"), and (b) to approve the adjournment or postponement of the Special Meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal (the "Adjournment Proposal").

        If the Merger is completed, you will be entitled to receive $28.00 in cash, without interest and subject to applicable withholding taxes (the "Merger Consideration"), for each share of Web.com common stock that you own, and you will have no ongoing ownership interest in the continuing business of Web.com. The Merger Consideration represents a premium of approximately 20.7% over the closing price of our common stock on June 20, 2018, the last trading day prior to the public announcement of the execution of the original merger agreement that was signed on June 20, 2018, and a premium of approximately 35.8% over the volume-weighted average closing price of a share of our common stock during the thirty days ended June 20, 2018. We cannot complete the Merger unless all of the conditions to the completion of the Merger, including the approval of the Merger Proposal by holders of a majority of the outstanding shares of Company common stock on the record date, are satisfied or waived.

        The Company's board of directors (the "Company Board") carefully reviewed and considered the terms and conditions of the proposed Merger. Based on its review, the Company Board has duly approved the Merger Agreement, the Merger and the other transactions contemplated thereby. The Company Board has (i) determined that it is advisable and in the best interests of Web.com and its stockholders that Web.com enter into the Merger Agreement and consummate the Merger on the terms and subject to the conditions set forth in the Merger Agreement, (ii) directed that the Merger Agreement be submitted to a vote for adoption at the Special Meeting, and (iii) recommended that our stockholders approve the Merger Proposal and thereby approve the Merger.

        The Company Board unanimously recommends that you vote "FOR" the Merger Proposal, "FOR" the Executive Compensation Proposal, and "FOR" the Adjournment Proposal.


Table of Contents


YOUR VOTE IS IMPORTANT.

        In the materials accompanying this letter, you will find a Notice of Special Meeting of Stockholders, a proxy statement relating to the actions to be taken by our stockholders at the Special Meeting and a proxy card.

        The proxy statement includes other important information about the Merger Agreement and the Merger. We encourage you to read the entire proxy statement and its annexes carefully. A copy of the Merger Agreement is attached as Annex A to the attached proxy statement.

        Your vote is very important, regardless of how many shares you own. Whether or not you plan to attend the Special Meeting, please complete, sign, date and return your proxy card in the enclosed envelope as promptly as possible or submit your proxy over the Internet or by telephone as instructed in these materials. It is important that your shares be represented and voted at the Special Meeting. If you are a stockholder of record, you may vote in person at the Special Meeting as you wish, even if you have previously returned your proxy card or appointed a proxy over the Internet or by telephone. If your shares are held in the name of your bank, brokerage firm or other nominee, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote in person at the Special Meeting.

        If your shares of the Company's common stock are held in street name by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will be unable to vote your shares of the Company's common stock without instructions from you. You should instruct your bank, brokerage firm or other nominee as to how to vote your shares of the Company's common stock, following the procedures provided by your bank, brokerage firm or other nominee. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of the Company's common stock "FOR" approval of the proposal to approve the Merger Agreement and the principal terms of the Merger will have the same effect as voting against the proposal to approve the Merger Agreement and the principal terms of the Merger.

        If you have any questions or need assistance voting your shares of the Company's common stock, please call our proxy solicitor, Georgeson LLC toll-free at 1-888-613-3524.

        On behalf of the Company Board, I thank you for your support and urge you to vote "FOR" the approval of the Merger Agreement and the principal terms of the Merger.

    By Order of the Board of Directors
Web.com Group, Inc.

 

 

GRAPHIC

 

 

Matthew P. McClure
Secretary

Jacksonville, Florida
September 5, 2018

        Neither the United States Securities and Exchange Commission nor any state securities regulator has approved or disapproved the Merger described in the proxy statement, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, including the proposed Merger or passed upon the adequacy or accuracy of the information contained in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

        The accompanying proxy statement is dated September 5, 2018 and, together with the enclosed form of proxy card, is first being mailed to stockholders of Web.com Group, Inc. on or about September 7, 2018.


Table of Contents


WEB.COM GROUP, INC.
12808 Gran Bay Parkway West
Jacksonville, Florida 32258

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On October 10, 2018

Dear Stockholder:

        You are cordially invited to attend the Special Meeting of Stockholders of WEB.COM GROUP, INC., a Delaware corporation (the "Company" or "Web.com"). The meeting will be held on October 10, 2018, at 10:30 a.m. Eastern Time, at 12808 Gran Bay Parkway West, Jacksonville, Florida 32258 (the "Special Meeting").

The purpose of the Special Meeting is to:

1.
Consider and vote on the proposal to adopt the Amended and Restated Agreement and Plan of Merger, dated as of August 5, 2018, by and among Parker Private Holdings II, LLC, a Delaware limited liability company ("Parent"), Parker Private Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Web.com, as it may be amended from time to time (as so amended, the "Merger Agreement"). A copy of the Merger Agreement is attached as Annex A to the proxy statement accompanying this notice, which provides for the merger of Merger Sub with and into Web.com (the "Merger"), with Web.com continuing as the surviving corporation and a wholly owned subsidiary of Parent and approval of the transactions contemplated by the Merger Agreement, including the Merger (the "Merger Proposal"). Parent and Merger Sub are affiliates of Siris Capital Group, LLC, a private equity firm;

2.
Consider and vote, on an advisory basis, upon a proposal to approve the Merger-related compensation for the Company's named executive officers (the "Executive Compensation Proposal");

3.
Approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting (the "Adjournment Proposal"); and

4.
Transact such other business as may properly come before the Special Meeting.

        The board of directors of the Company (the "Company Board") carefully reviewed and considered the terms and conditions of the Merger contemplated by the Merger Agreement. Based on its review, the Company Board has duly approved the Merger Agreement, the Merger and the other transactions contemplated thereby, and has (i) determined that it was and is advisable and in the best interests of Web.com and its stockholders that Web.com enter into the Merger Agreement and consummate the Merger on the terms and subject to the conditions set forth in the Merger Agreement, (ii) directed that the Merger Agreement be submitted to a vote for adoption at the Special Meeting, and (iii) recommended that our stockholders adopt the Merger Agreement and thereby approve the Merger. This item of business to be submitted to a vote of the stockholders at the Special Meeting is more fully described in the attached proxy statement, which we urge you to read carefully. The Company Board also recommends that you (a) vote to approve, on an advisory basis, the Executive Compensation Proposal, and (b) vote to approve the Adjournment Proposal. We are not aware of any other business to come before the Special Meeting.

        Stockholders of record at the close of business on August 30, 2018, are entitled to notice of and to vote at the Special Meeting and any adjournment or postponement of the Special Meeting. All stockholders are cordially invited to attend the Special Meeting in person. Adoption of the Merger Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of the Company's common stock at the close of business on the record date.

        Web.com's stockholders will have the right to demand appraisal of their shares of the Company's common stock and obtain payment in cash for the fair value of their shares of the Company's common stock, but only if they submit a written demand for an appraisal before the vote is taken on the Merger


Table of Contents

Proposal and comply with the applicable provisions of Delaware law. A copy of the Delaware statutory provisions relating to appraisal rights is included as Annex D to the attached proxy statement, and a summary of these provisions can be found under "The Merger—Appraisal Rights" in the attached proxy statement.

        You should not send any certificates representing shares of the Company's common stock with your proxy card. Upon completion of the Merger, you will be sent instructions regarding the procedure to exchange your stock certificates for $28.00 in cash without interest and subject to applicable withholding taxes, for each share of the Company's common stock that you own.

        THE COMPANY BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE MERGER PROPOSAL, "FOR" THE APPROVAL OF THE EXECUTIVE COMPENSATION PROPOSAL, AND "FOR" THE ADJOURNMENT PROPOSAL. YOUR VOTE IS IMPORTANT.

        Your vote is very important, regardless of the number of shares you own. Even if you plan to attend the Special Meeting in person, we request that you complete, sign, date and return the enclosed proxy card, or appoint a proxy over the Internet or by telephone as instructed in these materials, to ensure that your shares will be represented and voted at the Special Meeting if you are unable to attend. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote in favor of adoption of the Merger Proposal, for the approval of the Executive Compensation Proposal, and, if necessary, for the approval of the Adjournment Proposal.

        If you fail to return your proxy card or if you fail to appoint a proxy over the Internet or by telephone, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote against approval of the Merger Proposal, but will have no effect on the vote to approve the Executive Compensation Proposal or, if necessary, the Adjournment Proposal. If you do attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person. If your shares are held in the name of your broker, bank or other nominee, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote in person at the Special Meeting.

        No person has been authorized to give any information or to make any representations other than those set forth in the proxy statement in connection with the solicitation of proxies made hereby, and, if given or made, such information must not be relied upon as having been authorized by Web.com or any other person.

    By Order of the Board of Directors
Web.com Group, Inc.


 


 


GRAPHIC

Matthew P. McClure
Secretary

Jacksonville, Florida
September 5, 2018

        Neither the United States Securities and Exchange Commission nor any state securities regulator has approved or disapproved the Merger described in the proxy statement, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, including the proposed Merger or passed upon the adequacy or accuracy of the information contained in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

        IN ADDITION TO DELIVERING THE PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON October 10, 2018, TO STOCKHOLDERS BY MAIL, THE PROXY STATEMENT FOR THE SPECIAL MEETING IS ALSO AVAILABLE AT https://materialsproxyvote.com.


Table of Contents


PROXY SUMMARY

 
   
   
MEETING INFORMATION:        

Date and Time

October 10, 2018

at 10:30 a.m., Eastern Time

Location

12808 Gran Bay Parkway West

Jacksonville, Florida 32258


 

 

 

Even if you currently plan to attend the Special Meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the Special Meeting. Submitting your proxy via internet, mobile device, telephone or mail does not affect your right to vote at the Special Meeting.

HOW TO VOTE:

        Each stockholder is entitled to one vote for each share of the Company's common stock held by them on all matters presented at the Special Meeting. Shares may be voted by the following procedures:

GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC

If you attend the Special Meeting, shares held directly in your name as the stockholder of record may be voted at the Special Meeting.

 

Shares may be voted via the internet. Your voting instructions will be accepted until 11:59 p.m., Eastern Time, on October 9, 2018. Have your proxy card in hand when you access the website and follow the instructions given.

 

Shares may be voted via any touch-tone telephone by following the instructions on your proxy card. Your voting instructions will be accepted until 11:59 p.m., Eastern Time, on October 9, 2018. Have your proxy card in hand when you call or scan the barcode from your smartphone and follow the instructions given.

 

Shares may be voted via mail by marking, signing and dating your proxy card and returning it in the postage-paid envelope found in your proxy package.

THE FOLLOWING ITEMS OF BUSINESS WILL BE ADDRESSED::

1   Approval of the Merger Proposal   2   Approval of the Executive Compensation Proposal   3   Approval of the Adjournment Proposal
    See page 93       See page 96       See page 99

        Only stockholders of record on August 30, 2018, will be entitled to vote at the Special Meeting, and each share will be entitled to one vote. At the close of business on the record date, there were approximately 50,220,900 shares of our Common Stock entitled to vote at the Special Meeting.


Table of Contents


TABLE OF CONTENTS

 
  PAGE  

INFORMATION ABOUT THIS PROXY STATEMENT

    2  

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

   
2
 

SUMMARY

   
8
 

THE COMPANIES

   
15
 

THE SPECIAL MEETING

   
16
 

MARKET FOR THE COMPANY COMMON STOCK; DIVIDEND DATA

   
20
 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

   
21
 

THE MERGER

   
22
 

THE MERGER AGREEMENT

   
65
 

PROPOSAL 1—THE MERGER PROPOSAL

   
92
 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   
93
 

PROPOSAL 2—EXECUTIVE COMPENSATION PROPOSAL

   
95
 

PROPOSAL 3—AUTHORITY TO ADJOURN THE SPECIAL MEETING

   
98
 

OTHER MATTERS

   
98
 

ANNEX A—AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG PARKER PRIVATE HOLDINGS II, LLC, PARKER PRIVATE MERGER SUB INC. AND WEB.COM GROUP, INC. DATED AS OF AUGUST 5, 2018

   
Annex A - 1
 

ANNEX B—OPINION OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED DATED JUNE 20, 2018

   
Annex B - 1
 

ANNEX C—OPINION OF J.P. MORGAN SECURITIES LLC DATED JUNE 20, 2018

   
Annex C - 1
 

ANNEX D—SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

   
Annex D - 1
 

i


Table of Contents

WEB.COM GROUP, INC.
12808 Gran Bay Parkway West
Jacksonville, Florida 32258

PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
October 10, 2018

        This proxy statement is being furnished in connection with the solicitation by the Board of Directors (the "Company Board") of Web.com Group, Inc., a Delaware corporation ("Web.com," the "Company," "we," "us" or "our") of proxies to be voted at the special meeting of stockholders (the "Special Meeting") to be held on October 10, 2018 at 10:30 a.m., Eastern Time, at 12808 Gran Bay Parkway West, Jacksonville, Florida 32258 and at any continuation, postponement or adjournment of the Special Meeting. Holders of record of shares of our common stock, $0.001 par value per share (the "Company Common Stock"), at the close of business on August 30, 2018 (the "record date"), will be entitled to notice of and to vote at the Special Meeting and any continuation, postponement, or adjournment of the Special Meeting. As of the record date, there were approximately 50,220,900 shares of the Company Common Stock entitled to vote at the Special Meeting. Each share of the Company Common Stock is entitled to one vote on any matter presented to stockholders at the Special Meeting. This proxy statement, together with the enclosed form of proxy card, is first being mailed to stockholders of the Company on or about September 7, 2018.


PROPOSALS

        At the Special Meeting, our stockholders will be asked:

        In addition, we will consider the transaction of any other business properly brought at the Special Meeting or any adjournment or postponement thereof. We know of no other business that will be presented at the Special Meeting. If any other matter properly comes before the stockholders for a vote at the Special Meeting, however, the proxy holders named on the Company's proxy card will vote your shares in accordance with their best judgment.

1


Table of Contents


INFORMATION ABOUT THIS PROXY STATEMENT

        Why you received this proxy statement.    You received these proxy materials because the Company Board is soliciting your proxy to vote your shares at the Special Meeting. As a stockholder, you are invited to participate in the Special Meeting and to vote on the proposals described in this proxy statement. This proxy statement includes information that we are required to provide to you under the rules of the United States Securities and Exchange Commission (the "SEC") and that is designed to assist you in voting your shares.

        Householding.    The SEC's rules permit us to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as "householding" and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. Alternatively, stockholders sharing an address who are receiving multiple copies of the proxy materials may request to receive a single copy of such materials in the future. Instructions for making these requests are provided below under "Questions and Answers about the Special Meeting and Merger."


QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

        The following questions and answers are intended to briefly address some commonly asked questions you may have regarding the Special Meeting, the Merger Agreement and the transactions contemplated thereby, including the Merger. These questions and answers may not address all questions that may be important to you as a stockholder of Web.com. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents incorporated by reference or referred to in this proxy statement, which you should read carefully and in their entirety.

Q:
Why am I receiving these proxy materials?

A:
You are receiving these proxy materials because you own shares of the Company Common Stock. This proxy statement describes matters on which we urge you to vote and is intended to assist you in deciding how to vote your shares of Common Stock with respect to such matters. On August 5, 2018, Web.com entered into the Merger Agreement with Parent and Merger Sub. The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Web.com, with Web.com continuing as the surviving corporation and a wholly owned subsidiary of Parent. Web.com is holding the Special Meeting to obtain stockholder approval of the Merger Proposal, the Executive Compensation Proposal and the Adjournment Proposal. We cannot complete the Merger and the other transactions contemplated by the Merger Agreement unless the Merger Proposal is approved by the affirmative vote of the holders of a majority of the shares of our Common Stock outstanding and entitled to vote as of the close of business on the record date.

This proxy statement includes important information about the Merger and the Special Meeting. Web.com stockholders should read this information carefully and in its entirety. A copy of the Merger Agreement is attached as Annex A to this proxy statement.

Your vote is very important—we urge you to submit your proxy as soon as possible. Please follow the instructions set forth on the enclosed proxy card (or voting instruction form provided by the record holder if your shares are held in the name of a bank, broker or other nominee).

2


Table of Contents

Q:
When and where is the Special Meeting?

A:
The Special Meeting will be held at the Company's offices at 12808 Gran Bay Parkway West, Jacksonville, Florida 32258 on October 10, 2018, at 10:30 a.m., Eastern Time.

Q:
Who may attend and vote at the Special Meeting?

A:
Only holders of the Company Common Stock as of the record date for the Special Meeting, which is August 30, 2018, are entitled to receive notice of, attend the Special Meeting or any adjournment or postponement thereof and vote at the Special Meeting. You are entitled to attend the Special Meeting only if you were a stockholder as of close of business on August 30, 2018, or hold a valid proxy for the Special Meeting or are a beneficial owner holding a legal proxy from a record holder.

Q:
What will happen to Web.com as a result of the Merger?

A:
If the Merger is completed, we will become a wholly-owned subsidiary of Parent.

Q:
What will happen to my shares of the Company Common Stock after the Merger?

A:
Upon completion of the Merger, each outstanding share of the Company Common Stock will automatically be cancelled and will be converted into the right to receive $28.00 in cash, without interest and subject to any applicable withholding taxes (the "Merger Consideration") . This does not apply to shares of the Company Common Stock held by any Web.com stockholders who have properly perfected their appraisal rights under Delaware law (as more fully described below under the heading "The Merger—Appraisal Rights" beginning on page 58 of this proxy statement).

Q:
Will I own any shares of the Company Common Stock after the Merger?

A:
No. You will be paid cash for any shares of the Company Common Stock you own subject to proper execution and delivery of a letter of transmittal and related documents to be provided by Web.com.

Q:
Will I own any shares of Merger Sub common stock after the Merger?

A:
No. You will not be issued any shares of Merger Sub common stock, or any other interest in Merger Sub, as a result of the Merger.

Q:
How does the Merger Consideration compare to the market price of the Company Common Stock prior to announcement of the Merger?

A:
The Merger Consideration represents a premium of approximately 20.7% over the closing price of the Company Common Stock on June 20, 2018, the last trading day prior to the public announcement of the execution of the original merger agreement that was signed on June 20, 2018, and a premium of approximately 35.8% over the volume-weighted average closing price of a share of the Company Common Stock during the thirty days ended June 20, 2018.

Q:
What happens to Web.com stock options in the Merger?

A:
As of immediately prior to the effective time of the Merger (the "Effective Time"), and conditioned upon the occurrence of the Effective Time, and subject to the payments described in the next sentence, all outstanding unvested options to purchase the Company Common Stock will become fully vested and exercisable and to the extent not exercised prior to the Effective Time all outstanding options to purchase the Company Common Stock will be cancelled in the Merger. At the effective time of the Merger or as soon as practicable thereafter (but in no event later than three business days thereafter), each holder of an option to purchase the Company Common Stock will, with respect to each share of the Company Common Stock subject to such option, receive an amount of cash per

3


Table of Contents

Q:
What happens to Web.com restricted stock in the Merger?

A:
As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, all outstanding shares of restricted stock of Web.com subject to time-based vesting restrictions shall become fully vested and nonforfeitable and shall be converted into the right to receive an amount of cash per share of restricted stock equal to $28.00, without any interest thereon and subject to all applicable withholding taxes. As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, all outstanding shares of restricted stock of Web.com subject to performance-based vesting restrictions will become fully vested and nonforfeitable based upon an assumed achievement of 100% of the target level of performance in each performance year remaining and each share of such restricted stock will be converted into the right to receive an amount of cash per share equal to $28.00, without any interest thereon and subject to all applicable withholding taxes.

Q:
What happens to Web.com restricted stock units in the Merger?

A:
As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, all unvested restricted stock units of Web.com subject to time-based vesting shall fully vest and any such outstanding restricted stock unit of Web.com will be cancelled at the Effective Time and, generally, at the Effective Time or as soon as practicable thereafter (but in no event later than ten business days thereafter), the holder will receive an amount of cash per share equal to $28.00, without any interest thereon and subject to all applicable withholding taxes. As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, all unvested restricted stock units of Web.com subject to performance-based vesting restrictions will become fully vested based upon an assumed achievement of 100% of the target level of performance in each performance year remaining and will be cancelled at the Effective Time and, generally at the Effective Time or as soon as practicable thereafter (but in no event later than ten business days thereafter), the holder will receive an amount of cash per share equal to $28.00, without any interest thereon and subject to all applicable withholding taxes.

Q:
Will the Merger be taxable to me?

A:
Generally, yes. For U.S. federal income tax purposes, generally, subject to the more complete summary referenced in the next sentence, you will recognize a taxable gain or loss as a result of the Merger measured by the difference, if any, between the total amount of cash you receive in the Merger for your shares of the Company Common Stock and your aggregate adjusted tax basis in those shares. You should read "The Merger—Certain Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 62 for a more complete summary of certain material U.S. federal income tax consequences of the Merger.

Q:
Does the Company Board recommend adoption of the Merger Agreement?

A:
Yes. The Company Board unanimously recommends that our stockholders vote "FOR" the adoption of the Merger Agreement and thereby approve the Merger. The Company Board considered many factors in deciding to recommend the adoption of the Merger Agreement and thereby approve the Merger. These factors are described in the section titled "The Merger—Reasons for the Recommendation of the Company Board" beginning on page 28.

4


Table of Contents

Q:
What vote of the stockholders is required to adopt the Merger Agreement?

A:
To adopt the Merger Agreement and thereby approve the Merger, stockholders of record as of August 30, 2018, holding a majority of the outstanding shares of the Company Common Stock must vote "FOR" the adoption of the Merger Agreement. There are 50,220,900 shares of the Company Common Stock entitled to be voted at the Special Meeting. The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote electronically at the Special Meeting will have the same effect as a vote "AGAINST" the Merger Proposal. If you hold your shares in "street name," the failure to instruct your bank, broker or other nominee on how to vote your shares of the Company Common Stock will result in a "broker non-vote" of such shares and will have the same effect as a vote "AGAINST" the Merger Proposal. Abstentions by you or your bank, broker or other nominee will have the same effect as a vote "AGAINST" the Merger Proposal.

Q:
What vote is required to approve the Executive Compensation proposal and the Adjournment Proposal?

A:
The affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the Special Meeting is required to approve the Executive Compensation Proposal and the Adjournment Proposal. The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote electronically at the Special Meeting will not have an effect on the Executive Compensation Proposal or the Adjournment Proposal. If you hold your shares in "street name," the failure to instruct your bank, broker or other nominee on how to vote your shares will result in a broker non-vote and will not have an effect on the Executive Compensation Proposal or the Adjournment Proposal. Abstentions will not have an effect on the Executive Compensation Proposal or the Adjournment Proposal.

Q:
What is an abstention and how will abstentions be treated?

A:
An "abstention" represents a stockholder's affirmative choice to decline to vote on a proposal. Abstentions are counted as present and entitled to vote for purposes of determining a quorum at the Special Meeting. Abstentions by you or your bank, broker or other nominee will have the same effect as a vote "AGAINST" the Merger Proposal, but will not have an effect on the Executive Compensation Proposal or the Adjournment Proposal.

Q:
Am I entitled to appraisal rights?

A:
Yes. Under Delaware law, you have the right to seek appraisal of the fair value of your shares as determined by the Delaware Court of Chancery if the Merger is completed, but only if you submit a written demand for an appraisal before the vote on the Merger Agreement, do not vote in favor of adopting the Merger Agreement and comply with the Delaware law procedures explained in this proxy statement. Please see the discussion below beginning on page 58 for a detailed discussion. Annex D to this proxy statement contains a copy of the Delaware statute relating to stockholders' right of appraisal. Failure to follow all of the steps required by this statute will result in the loss of your appraisal rights. We encourage you to read these provisions carefully and in their entirety.

Q:
What do I need to do now?

A:
We urge you to read this proxy statement carefully, including its annexes, and consider how the Merger affects you. Then mail your completed, dated and signed proxy card in the enclosed return envelope or appoint a proxy over the Internet or by telephone as soon as possible so that your shares can be voted at the Special Meeting.

5


Table of Contents

Q:
What happens if I do not return a proxy card or otherwise appoint a proxy?

A:
The failure to return your proxy card (or to appoint a proxy over the Internet or by telephone or to vote in person) will have the same effect as voting against adoption of the Merger Agreement.

Q:
May I vote in person?

A:
Yes. You may vote in person at the Special Meeting, rather than signing and returning your proxy card or appointing a proxy over the Internet or by telephone, if you own shares in your own name. However, we encourage you to return your signed proxy card, or appoint a proxy over the Internet or by telephone, to ensure that your shares are voted. You may also vote in person at the Special Meeting if your shares are held in "street name" through a broker or bank provided that you bring a legal proxy from your broker or bank and present it at the Special Meeting. You may also be asked to present photo identification for admittance.

Q:
May I vote over the Internet or by telephone?

A:
Yes. You may vote by appointing a proxy over the Internet or by telephone by following the instructions included in these materials.

Q:
How many votes do I have?

A:
Holders of record of the Company Common Stock at the close of business on August 30, 2018, are entitled to one vote per share at the Special Meeting on each proposal presented.

Q:
What is a quorum?

A:
A quorum will be present at the Special Meeting if a majority of the outstanding shares of the Company Common Stock are represented in person or by proxy at the Special Meeting. In the event that a quorum is not present at the Special Meeting, or there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal, we expect that the Special Meeting will be adjourned or postponed to solicit additional proxies.

Q:
May I revoke my proxy or change my vote after I have mailed my signed proxy card or otherwise appointed a proxy?

A:
Yes. You may change your vote at any time before the shares reflected on your proxy card (or with respect to which you have appointed a proxy over the Internet or by telephone) are voted at the Special Meeting. You can do this in one of four ways. First, you can send a written, dated notice to our corporate secretary stating that you would like to revoke your proxy. Second, you can complete, sign, date and submit a new proxy card. Third, you can submit a subsequent proxy over the Internet or by telephone. Fourth, you can attend the Special Meeting and vote in person. Your attendance alone will not revoke your proxy. If you have instructed a broker to vote your shares, you must follow the directions received from your broker to change your instructions.

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 with respect to the adoption of the Merger Agreement without instructions from you. You should instruct your broker to vote your shares, following the procedure provided by your broker. Without instructions, your shares will not be voted with respect to the adoption of the Merger Agreement, which will have the same effect as voting against adoption of the Merger Agreement. In addition, your broker will not vote your shares with respect to the approval of the Merger-related compensation for Web.com's named executive officers or, if necessary, to adjourn

6


Table of Contents

Q:
Should I send in my stock certificates now?

A:
No. After the Merger is completed, you will receive written instructions for exchanging your shares of the Company Common Stock for the Merger Consideration of $28.00 in cash, without interest and subject to applicable withholding taxes, for each share of the Company Common Stock.

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

A:
We are working toward completing the Merger in the fourth quarter of 2018; however, the Merger is subject to various closing conditions, including Web.com stockholder approval. We cannot assure you that all conditions to the Merger will be satisfied or, if satisfied, as to the date by which they will be satisfied.

Q:
When will I receive the Merger Consideration for my shares of the Company Common Stock?

A:
After the Merger is completed, you will receive written instructions, including a letter of transmittal, that explain how to exchange your shares for the Merger Consideration payable in the Merger. When you properly return and complete the required documentation described in the written instructions, you will receive from the paying representative a payment of the cash consideration for your shares.

Q:
Who can help answer my additional questions?

A:
If you would like additional copies, without charge, of this proxy statement or if you have additional questions about the Merger, including with respect to the procedures for voting your shares, you should contact us, as follows:

7


Table of Contents



SUMMARY

        This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you. To fully understand the merger (the "Merger") contemplated by the Amended and Restated Agreement and Plan of Merger, dated as of August 5, 2018, by and among Parker Private Holdings II, LLC, a Delaware limited liability company ("Parent"), Parker Private Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Web.com, as it may be amended from time to time (as so amended, the "Merger Agreement"), which amends and restates in its entirety that certain Agreement and Plan of Merger, dated as of June 20, 2018, by and among Parent, Merger Sub, and Web.com (the "Original Agreement"), and for a more complete description of the legal terms of the Merger Agreement, you should read carefully this entire proxy statement and the documents to which we refer. See "Other Matters—Where You Can Find More Information" (page 100) to obtain additional information on Web.com. We have included page references in parentheses to direct you to a more complete description of the topics presented in this summary. The Merger Agreement is attached as Annex A to this proxy statement. We encourage you to read the Merger Agreement as it is the legal document that governs the Merger.

        Web.com Group (page 15).    Web.com provides a full range of Internet services to small businesses to help them compete and succeed online. Web.com meets the needs of small businesses anywhere along their lifecycle with affordable, subscription-based solutions including domains, hosting, website design and management, search engine optimization, online marketing campaigns, local sales leads, social media, mobile products and eCommerce solutions.

        Parent and Merger Sub (page 15).    Parent has not engaged in any business except for activities incidental to its formation and as contemplated by the Merger Agreement, and Merger Sub has been formed specifically for the purpose of participating in the Merger transaction with Web.com. Upon the completion of the Merger, Merger Sub will be merged with and into the Company, the separate existence of Merger Sub will cease and the Company will continue as the surviving corporation. Parent and Merger Sub are affiliates of Siris Capital Group, LLC, a private equity firm.

        The Merger (page 22).    Under the Merger Agreement, Merger Sub will merge with and into Web.com, and Web.com will be the surviving corporation in the Merger. After the completion of the Merger, Parent will own all of our outstanding stock. Our stockholders will receive cash in the Merger in exchange for their shares of the Company Common Stock.

        Merger Consideration (page 22).    If the Merger is completed, you will receive $28.00 in cash, without interest and subject to any applicable withholding taxes (the "Merger Consideration"), in exchange for each share of the Company Common Stock that you own unless you dissent and seek appraisal of the fair value of your shares. After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a Web.com stockholder.

        Treatment of Outstanding Equity Awards (page 67).    Upon the completion of the Merger, (i) all outstanding options to purchase the Company Common Stock will become fully vested and will be cancelled in the Merger and each holder of the stock option will receive an amount of cash per share equal to the excess, if any, of $28.00 over the exercise price per share of such stock option, without any interest thereon and subject to all applicable withholding taxes; (ii) all outstanding restricted stock of Web.com, subject to time-based vesting restrictions, shall become fully vested and will be cancelled in the Merger and the holder will receive an amount of cash per share equal to $28.00, without any interest thereon and subject to all applicable withholding; (iii) all outstanding restricted stock of Web.com, subject to performance-based vesting restrictions, will become fully vested based upon an assumed achievement of 100% of the target level of performance in each performance year remaining, will be cancelled in the Merger and the holder will receive an amount of cash per share equal to $28.00, without any interest thereon and subject to all applicable withholding taxes; (iv) all vested restricted stock units of Web.com will

8


Table of Contents

be cancelled in the Merger and the holder will receive an amount of cash per share equal to $28.00, without any interest thereon and subject to all applicable withholding taxes; and (v) all unvested restricted stock units of Web.com, subject to performance-based vesting restrictions, will become fully vested based upon an assumed achievement of 100% of the target level of performance in each performance year remaining, will be cancelled in the Merger and the holder will receive an amount of cash per share equal to $28.00, without any interest thereon and subject to all applicable withholding taxes.

        Market for the Company Common Stock; Dividend Data (page 20).    Our Company Common Stock is listed on the Nasdaq Global Select Market under the ticker symbol "WEB." On June 20, 2018, the last full trading day prior to the public announcement of the Original Agreement, the Company Common Stock closed at $23.20 per share. On September 4, 2018, the last full trading day prior to the date of this proxy statement, the Company Common Stock closed at $27.93 per share. Our stock price can fluctuate broadly even over short periods of time. It is impossible to predict the actual price of our stock immediately prior to the completion of the Merger.

        Reasons for the Merger (page 28).    In the course of reaching its decision to approve the Merger and the Merger Agreement, the Company Board considered possible change of control transactions involving us, including the Merger described in this proxy statement, and considered a number of other factors in its deliberations. Those factors are described below in this proxy statement.

        Opinions of the Company's Financial Advisors (page 32).    The Company Board retained Merrill Lynch, Pierce, Fenner & Smith Incorporated ("BofA Merrill Lynch") and J.P. Morgan Securities LLC ("J.P. Morgan") as its financial advisors in connection with the potential sale of Web.com. The Company Board elected not to request updated opinions from BofA Merrill Lynch and J.P. Morgan when it accepted the higher offer from Parent since the new $28.00 per share cash price to be paid to the holders of the shares of the Company Common Stock contemplated by the Merger Agreement fell within or above the range of consideration that the financial advisors advised the Company Board would be fair, from a financial point of view, to the Company's stockholders.

        Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated (page 33).    BofA Merrill Lynch delivered its oral opinion to the Company Board to the effect that, as of June 20, 2018, and based on and subject to the factors considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the consideration contemplated by the Original Agreement was fair, from a financial point of view, to the holders of the Company Common Stock. The full text of BofA Merrill Lynch's written opinion, which is attached as Annex B to this proxy statement, is incorporated herein in its entirety and which you should read carefully and in its entirety, is subject to the assumptions, limitations, qualifications and other conditions contained in such opinion and is necessarily based on economic, capital markets and other conditions, and the information made available to BofA Merrill Lynch, as of the date of such opinion.

        The opinion of BofA Merrill Lynch was provided to the Company Board (in its capacity as such) for its information and assistance in connection with its evaluation of the merger consideration contemplated by the Original Agreement. The opinion and any materials provided in connection therewith did not constitute a recommendation to the Company Board with respect to the Merger, nor does the opinion constitute advice or a recommendation to any holder of the Company Common Stock as to how to vote or act in connection with the Merger or otherwise. The opinion was provided for the benefit and use of the Company Board in connection with and for the purpose of evaluating, from a financial point of view and as of the date of such opinion, the merger consideration contemplated by the Original Agreement to be paid to holders of the Company Common Stock, to the extent expressly specified in such opinion. The opinion does not express any opinion or view as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Merger, nor does it address any other term, aspect or implication of the Merger, the Original Agreement (including, without

9


Table of Contents

limitation, the form or structure of the Merger) or any other agreement, transaction document or instrument contemplated by the Original Agreement or to be entered into or amended in connection with the Merger or any financing or other transactions related thereto. In addition, BofA Merrill Lynch expressed no opinion as to the fairness of the Merger Consideration of $28.00 per share of the Company Common Stock contemplated by the Merger Agreement.

        For a description of the opinion that the Company Board received from BofA Merrill Lynch, see "The Merger—Opinions of Web.com's Financial Advisors—Opinion of BofA Merrill Lynch" beginning on page 33.

Opinion of J.P. Morgan Securities LLC (page 41).

        At the meeting of the Company Board on June 20, 2018, J.P. Morgan rendered its oral opinion to the Company Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the consideration contemplated in the Original Agreement to be paid to the holders of shares of the Company Common Stock in the proposed Merger was fair, from a financial point of view, to such stockholders. J.P. Morgan has confirmed its June 20, 2018 oral opinion by delivering its written opinion to the Company Board, dated June 20, 2018 that, as of such date, the consideration contemplated in the Original Agreement to be paid to the holders of shares of the Company Common Stock in the Merger was fair, from a financial point of view, to such stockholders.

        The full text of the written opinion of J.P. Morgan, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex C to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The Company's stockholders are urged to read the opinion in its entirety. J.P. Morgan's written opinion was addressed to the Company Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger, was directed only to the consideration contemplated in the Original Agreement to be paid to the holders of the Company Common Stock in the Merger and did not address any other aspect of the Merger. J.P. Morgan expressed no opinion as to the fairness of the consideration contemplated in the Original Agreement to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the proposed Merger. In addition, J.P. Morgan expressed no opinion as to the fairness of the Merger Consideration of $28.00 per share of the Company Common Stock contemplated by the Merger Agreement. The issuance of J.P. Morgan's opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the proposed Merger or any other matter.

        For a description of the opinion that the Company Board received from J.P. Morgan, see "The Merger—Opinions of Web.com's Financial Advisors—Opinion of J.P. Morgan" beginning on page 41.

        Recommendations of the Company Board (pages 52, 93, 98 and 99).    The Company Board has unanimously determined that the Merger and the Merger Agreement are fair to, and in the best interests of, Web.com and its stockholders and declared the Merger and the Merger Agreement to be advisable. The Company Board unanimously recommends that you vote "FOR" the Merger Proposal. In addition, the Company Board unanimously recommends that you vote "FOR" the Executive Compensation Proposal, and "FOR" the Adjournment Proposal.

        Interests of Our Directors and Executive Officers in the Merger (page 53).    In considering the recommendation of the Company Board to vote in favor of the Merger Proposal, you should be aware that the consummation of the Merger will result in certain benefits to our directors and executive officers that are not available to our stockholders generally, including the following: (a) cash severance payments for our executive officers either at the closing of the Merger or at the time terminated within 12 to 18 months following the Merger; (b) accelerated vesting of equity awards for our executive officers; (c) accelerated

10


Table of Contents

vesting of restricted stock held by our directors; and (d) continuation of certain indemnification and insurance arrangements.

        Appraisal Rights (page 58).    If you do not wish to accept the Merger Consideration in the Merger, you have the right under Delaware law to have your shares appraised by the Delaware Chancery Court. This "right of appraisal" is subject to a number of restrictions and technical requirements. Generally, to exercise appraisal rights, among other things, (1) you must NOT vote in favor of the adoption of the Merger Agreement, (2) you must make a written demand for appraisal in compliance with Delaware law BEFORE the vote on the adoption of the Merger Agreement, and (3) you must hold shares of the Company Common Stock on the date of making the demand for appraisal and continuously hold such shares through the completion of the Merger. The fair value of your shares of the Company Common Stock as determined in accordance with Delaware law may be more or less than, or the same as, the Merger Consideration to be paid to non-dissenting stockholders in the Merger. Merely voting against the adoption of the Merger Agreement will not preserve your right of appraisal under Delaware law. Annex D to this proxy statement contains a copy of the Delaware statute relating to stockholders' right of appraisal. Failure to follow all of the steps required by this statute will result in the loss of your appraisal rights. We encourage you to read these provisions carefully and in their entirety.

        Certain Material U.S. Federal Income Tax Consequences of the Merger (page 62).    The Merger will be taxable for U.S. federal income tax purposes. Generally, subject to the more complete summary referenced in the next sentence, this means that for U.S. federal income tax purposes you will recognize taxable gain or loss equal to the difference between the cash you receive in the Merger and your adjusted tax basis in your shares of the Company Common Stock. You should read "The Merger—Certain Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 62 for a more complete summary of certain U.S. federal income tax consequences of the Merger. Tax matters can be complicated and the tax consequences of the Merger to you will depend on the facts of your own situation. You should consult your own tax advisor to understand fully the tax consequences of the Merger to you.

        Antitrust Matters (page 64).    The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") prohibits us from completing the Merger until we have furnished certain information and materials to the United States Antitrust Division of the Department of Justice and the United States Federal Trade Commission ("FTC") and the required waiting period has expired or been terminated. On July 20, 2018, the FTC granted early termination of the waiting period under the HSR Act, in connection with the Merger.

The Special Meeting (page 16).

        Time, Date and Place.    The Special Meeting will be held (a) to consider and vote upon the Merger Proposal, (b) to consider and vote, on an advisory basis, upon the Executive Compensation Proposal as described in this proxy statement, and (c) if necessary, to consider and vote upon the Adjournment Proposal. The Special Meeting will be held at 12808 Gran Bay Parkway West, Jacksonville, Florida 32258 on October 10, 2018, at 10:30 a.m. Eastern Time.

        Record Date and Voting Power.    You are entitled to vote at the Special Meeting if you owned shares of the Company Common Stock at the close of business on August 30, 2018, the record date for the Special Meeting. You will have one vote at the Special Meeting for each share of the Company Common Stock you owned at the close of business on the record date. There are 50,220,900 shares of the Company Common Stock entitled to be voted at the Special Meeting.

        Procedure for Voting.    To vote, you can (1) complete, sign, date and return the enclosed proxy card, (2) appoint a proxy over the Internet or by telephone or (3) attend the Special Meeting and vote in person. If your shares are held in "street name" by your broker, bank or other nominee, you should instruct your broker to vote your shares by following the instructions provided by your broker. Your broker will not vote

11


Table of Contents

your shares without instruction from you. Failure to instruct your broker to vote your shares will have the same effect as a vote "against" the adoption of the Merger Agreement, but will have no effect on the other two proposals.

        Required Vote.    The approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock at the close of business on the record date. The approval of the Executive Compensation Proposal, on an advisory basis, requires the approval of the holders of a majority of the shares of the Company Common Stock present, in person or by proxy, and entitled to vote on the matter at the Special Meeting. The approval of the Adjournment Proposal, if necessary, requires the approval of the holders of a majority of the shares of the Company Common Stock present, in person or by proxy, at the Special Meeting and entitled to vote on the matter. Abstentions will have the same effect as "against" votes with respect to (1) the Merger Proposal, (2) the Executive Compensation Proposal, and (3) the Adjournment Proposal. Broker non-votes will have the same effect as "against" votes with respect to the proposal to adopt the Merger Proposal, and will have no effect with respect to the other two proposals. Broker non-votes are shares held in "street name" by the beneficial owner of the shares and for which no instruction has been given to the broker on how to vote the shares, and the broker then does not vote the shares because the broker does not have the discretionary authority to do so.

The Merger Agreement (page 66).

        Go-Shop and No-Shop Provisions.    The Merger Agreement provides that during the "Go-Shop Period" that commenced on the date of the Original Agreement and continued until 11:59 PM (Eastern Time) on August 5, 2018 (the day on which the Go-Shop Period ended, the "No-Shop Period Start Date"), the Company and its subsidiaries and their respective directors, officers or other employees, controlled affiliates, or any investment banker, financial advisor, attorney, accountant or other agent or representative retained by any of them (collectively, "Representatives") had the right to:

    initiate, solicit and encourage any inquiry or the making of any proposal or offer that constitutes, could constitute, or could reasonably be expected to lead to, an Acquisition Proposal (as defined below), including by furnishing information with respect to the Company and its subsidiaries to any person pursuant to a confidentiality agreement entered into by such person containing confidentiality terms that are no more favorable in the aggregate to such person than those contained in the confidentiality agreement between the Company and Siris Capital Group, LLC (any such confidentiality agreement, an "Acceptable Confidentiality Agreement"); provided that the Company was required, to the extent not previously provided to Merger Sub or Parent, provide or make available to Merger Sub or Parent any material non-public information concerning the Company or its subsidiaries provided or made available to any person prior to or substantially concurrently to providing such information to such person; and

    participate in any discussions or negotiations with any persons or group of persons with respect to any Acquisition Proposals or any proposal or offer that constitutes, could constitute, or could reasonably be expected to lead to, an Acquisition Proposal and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposals.

        After the date of the Original Agreement, the Company provided a written report to Parent every ten business days containing certain information, including, but not limited to: (x) a copy of any Acquisition Proposal made in writing since the date of the last written report by the Company and any other written material terms or proposals provided (including financing commitments) to the Company or any of its subsidiaries, (y) the identity of the person or persons making such Acquisition Proposal and (z) a written summary of the material terms of any Acquisition Proposal not made in writing (including any terms proposed orally or supplementally). During the Go-Shop Period, 87 prospective buyers were contacted

12


Table of Contents

regarding their potential interest in exploring a transaction with the Company. Nine prospective buyers entered into Acceptable Confidentiality Agreements with the Company and were provided with non-public information relating to the Company. One prospective buyer submitted an Acquisition Proposal to the Company which constituted a Superior Proposal to the Original Agreement at the time of submission. The Company subsequently negotiated with such prospective buyer, Parent and Merger Sub during the Go-Shop Period to improve their respective Acquisition Proposals, and during this time Parent and Merger Sub revised the Original Agreement to (among other things) increase the Merger Consideration from $25.00 per share to $28.00 per share (in each case without interest and subject to applicable withholding taxes) to make the Merger Agreement a Superior Proposal). Following such negotiations, the Company Board concluded that the prospective buyer's acquisition proposal no longer constituted a Superior Proposal. See "The Merger—Background of the Merger" beginning on page 22 for a more complete summary.

        The Merger Agreement provides that, except as may relate to any excluded party that submitted an Acquisition Proposal that constitutes or could reasonably be expected to result in a Superior Proposal prior to the No-Shop Period Start Date (for so long as such Acquisition Proposal is not abandoned or withdrawn and in any event until Company stockholder approval is obtained for the Merger) or as expressly permitted by the Merger Agreement, from the No-Shop Period Start Date continuing until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company and its subsidiaries will not, and the Company will cause its and its subsidiaries' representatives not to, directly or indirectly:

    solicit, initiate, cause or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal;

    furnish to any person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or its subsidiaries, or afford to any person (other than Parent, Merger Sub or any designees of Parent or Parent) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to constitute an Acquisition Proposal;

    participate or engage in discussions or negotiations with any person with respect to an Acquisition Proposal;

    amend, modify or grant any waiver or release under, any standstill, confidentiality or similar agreement of the Company or any subsidiary, except that the Company may grant a limited waiver under any "standstill provision" or similar obligation of any third party with respect to the Company or any of its subsidiaries to allow such third party to submit an Acquisition Proposal; or

    enter into any contract contemplating or otherwise relating to an acquisition transaction (other than an Acceptable Confidentiality Agreement).

        Conditions to the Merger.    The obligations of the Parent, Merger Sub and Web.com to complete the Merger are subject to the satisfaction or waiver of certain customary conditions, including the adoption of the Merger Agreement by our stockholders, the absence of legal prohibitions, the accuracy of representations and warranties of the parties (subject in some instances to materiality or "material adverse effect" qualifiers), compliance by the parties with their respective obligations under the Merger Agreement and the absence of a Company Material Adverse Effect (as defined in "The Merger Agreement—Representations and Warranties" beginning on page 74) since June 30, 2018.

        Termination of the Merger Agreement.    Parent and the Company can terminate the Merger Agreement under specified circumstances set forth in the Merger Agreement, including in certain circumstances if (1) the Merger is not completed on or prior to December 20, 2018, (2) a final, non-appealable order is

13


Table of Contents

entered by a court of competent jurisdiction prohibiting the acceptance for payment of, and payment for, shares of the Company Common Stock pursuant to the consummation of the Merger, (3) the Company stockholder approval of the Merger is not obtained at the Special Meeting (including any adjournment of postponement thereof), (4) there is a material breach by a party to the Merger Agreement that is not cured within the applicable time period set forth in the Merger Agreement, (5) there is a change in the Company Board recommendation in favor of the Merger and the Merger Agreement, (6) there is a willful and material breach by the Company of the no-shop provisions in the Merger Agreement, or (7) the Company enters into an alternative acquisition agreement with respect to a Superior Proposal prior to the Company stockholder approval of the Merger and the Merger Agreement in accordance with the terms of the Merger Agreement. See "The Merger Agreement—Termination of the Merger Agreement" beginning on page 89 for a more complete summary.

        Expenses.    The Merger Agreement provides that, other than with respect to the termination fees described below, all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby will be paid by the party incurring such expenses, whether or not the Merger is consummated.

        Termination Fees.    The Merger Agreement requires us to pay Parent a termination fee of $39.1 million if the Merger Agreement is terminated under certain circumstances described therein, including if (1) there is a change in the Company Board recommendation in favor of the Merger and the Merger Agreement, (2) there is a willful and material breach by the Company of the no-shop provisions in the Merger Agreement, or (3) in certain circumstances if the Company enters into an alternative acquisition agreement within nine months after such termination. The Merger Agreement requires Parent to pay us a termination fee of $85.06 million if the Merger Agreement is terminated by Parent if Parent and Merger Sub do not consummate the Merger when required under the Merger Agreement or as a result of Parent or Merger Sub failing to perform or comply with any of its covenants or agreements in the Merger Agreement in any material respect and such breach is not cured within the time period set forth in the Merger Agreement. See "The Merger Agreement—Termination Fees" beginning on page 91 for a more complete summary.

14


Table of Contents


THE COMPANIES

Web.com Group, Inc.

        Web.com Group, Inc. provides a full range of Internet services to small businesses to help them compete and succeed online. Web.com meets the needs of small businesses anywhere along their lifecycle with affordable, subscription-based solutions including domains, hosting, website design and management, search engine optimization, online marketing campaigns, local sales leads, social media, mobile products and eCommerce solutions. Headquartered in Jacksonville, Florida, Web.com is a publicly traded company (NASDAQ: WEB) serving approximately 3.3 million customers, primarily in North America, with approximately 3,300 employees in North America, South America and the United Kingdom. Its executive offices are located at 12808 Gran Bay Parkway West, Jacksonville, Florida 32258. Its telephone number is 1-904-680-6600.

        Web.com was incorporated under the General Corporation Law of the State of Delaware on March 2, 1999 as Website Pros, Inc. We offered common stock to the public for the first time on November 1, 2005 as Website Pros (NASDAQ: WSPI) and began trading as Web.com (NASDAQ: WWWW) following our acquisition of the legacy Web.com business in September 2007. On November 9, 2015, the Company changed its trading symbol from WWWW to WEB, which continues to be traded on the Nasdaq.

Parker Private Holdings II, LLC

        Parker Private Holdings II, LLC, or Parent, was formed as a limited liability company under the laws of the state of Delaware and has not engaged in any business activity other than in connection with the Merger. Its executive offices are located at 601 Lexington Avenue, 59th Floor, New York, NY 10022. Its telephone number is (212) 231-0095. Parent is an affiliate of Siris Capital Group, LLC, a private equity firm.

Parker Private Merger Sub, Inc.

        Parker Private Merger Sub, Inc., or Merger Sub, is a direct wholly-owned subsidiary of Parent and has not engaged in any business activity other than in connection with the Merger. Merger Sub is incorporated under the laws of the state of Delaware. Merger Sub's executive offices are located at 601 Lexington Avenue, 59th Floor, New York, NY 10022. Merger Sub's telephone number is (212) 231-0095. Merger Sub is an affiliate of Siris Capital Group, LLC, a private equity firm.

15


Table of Contents


THE SPECIAL MEETING

        We are furnishing this proxy statement to you as part of the solicitation of proxies by the Company Board for use at the Special Meeting.

Date, Time and Place

        The Special Meeting will be held at 12808 Gran Bay Parkway West, Jacksonville, Florida 32258, at 10:30 a.m., Eastern Time, on October 10, 2018.

Purpose of the Special Meeting

        You will be asked at the Special Meeting to vote on the Merger Proposal. Based on its review, the Company Board has duly approved the Merger Agreement, the Merger and the other transactions contemplated thereby, determined that it is advisable and in the best interests of Web.com and its stockholders that Web.com enter into the Merger Agreement and consummate the Merger on the terms and subject to the conditions set forth in the Merger Agreement, directed that the Merger Agreement be submitted to a vote for adoption at the Special Meeting, and recommended that our stockholders adopt the Merger Proposal. You will also be asked to approve, on an advisory basis, the Executive Compensation Proposal and to vote on an Adjournment Proposal to adjourn or postpone, if necessary, the Special Meeting for the purpose of soliciting proxies to vote in favor of the Merger Proposal.

Record Date; Stock Entitled to Vote; Quorum

        Only holders of record of the Company Common Stock at the close of business on August 30, 2018, the record date, are entitled to notice of and to vote at the Special Meeting. At the close of business on the record date, 50,220,900 shares of the Company Common Stock were issued and outstanding and such shares were held by approximately 677 holders of record. A quorum will be present at the Special Meeting if a majority of the outstanding shares of the Company Common Stock entitled to vote are represented in person or by proxy at the Special Meeting. In the event that a quorum is not present at the Special Meeting, or there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal, we expect that the Special Meeting will be adjourned or postponed to solicit additional proxies. Holders of record of the Company Common Stock at the close of business on the record date are entitled to one vote per share at the Special Meeting on each proposal presented.

Vote Required

        The approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock at the close of business on the record date. If you abstain from voting or do not vote, either in person or by proxy, it will have the same effect as a vote against the adoption of the Merger Agreement. Broker non-votes will have the same effect as "against" votes with respect to Merger Proposal.

        The approval, on an advisory basis, of the Executive Compensation Proposal, requires the affirmative vote of the holders of a majority of the shares of the Company Common Stock present, in person or by proxy, and entitled to vote at the Special Meeting. If you abstain from voting, either in person or by proxy, on this matter, it will have the same effect as a vote against the approval of this matter. Broker non-votes will have no effect with respect to this matter.

        The Adjournment Proposal requires the approval of the holders of a majority of the shares of the Company Common Stock present, in person or by proxy, at the Special Meeting. If you abstain from voting, either in person or by proxy, on this matter, it will have the same effect as a vote against the approval of this matter. Broker non-votes will have no effect with respect to this matter.

16


Table of Contents

Voting of Proxies

        All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in the manner specified by the holders. Properly executed proxies that do not contain voting instructions will be voted "FOR" the adoption of the Merger Proposal, "FOR" approval, on an advisory basis, the Executive Compensation Proposal, and "FOR" approval of the Adjournment Proposal.

        To vote, please complete, sign, date and return the enclosed proxy card or, to vote by appointing a proxy over the Internet or by telephone, follow the instructions provided below. If you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person. If your shares are held in the name of your broker, bank or other nominee, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the Special Meeting.

        Shares of the Company Common Stock represented at the Special Meeting but not voted, including shares of the Company Common Stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the Special Meeting for purposes of determining the presence or absence of a quorum for the transaction of all business.

        Only shares that are affirmatively voted for the approval of the Merger Proposal, including properly executed proxies that do not contain specific voting instructions, will be counted in favor of that proposal. If you properly execute a proxy card, appoint a proxy over the Internet or by telephone or attend the Special Meeting in person, but abstain from voting on any of the proposals at the Special Meeting, it will (a) have the same effect as a vote "AGAINST" the Merger Proposal, (b) have the same effect as a vote "AGAINST" the Executive Compensation Proposal, and (c) have the same effect as a vote "AGAINST" the Adjournment Proposal. If you do not properly execute a proxy card, do not appoint a proxy over the Internet or by telephone and do not attend the Special Meeting in person, it will have the same effect as a vote "AGAINST" the Merger Proposal, and will have no effect on each of the Executive Compensation Proposal and the Adjournment Proposal. Brokers who hold shares in street name for customers have the authority to vote on "routine" proposals when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to approval of non-routine matters, such as the Merger Proposal and the Executive Compensation Proposal, and, as a result, absent specific instructions from the beneficial owner of such shares, brokers are not empowered to vote those shares, referred to generally as "broker non-votes." Broker non-votes, if any, will be treated as shares that are present at the Special Meeting for purposes of determining whether a quorum exists and will have the same effect as votes "AGAINST" the Merger Proposal, but will have no effect on the Executive Compensation Proposal, and the Adjournment Proposal.

        We do not expect that any matter other than the Merger Proposal, the Executive Compensation Proposal, and, if necessary, the Adjournment Proposal will be presented at the Special Meeting. If, however, any other matters are properly presented at the Special Meeting, the persons named as proxies will vote in accordance with their judgment as to matters that they believe to be in the best interests of our stockholders.

Voting over the Internet or by Telephone

        You may also grant a proxy to vote your shares over the Internet or by telephone. The laws of Delaware, under which we are incorporated, specifically permit electronically transmitted proxies, provided that each such proxy contains or is submitted with information from which the inspector of election can determine that such proxy was authorized by the stockholder.

        The Internet and telephone voting procedures described below are designed to authenticate stockholders' identities, to allow stockholders to grant a proxy to vote their shares and to confirm that stockholders' instructions have been recorded properly. Stockholders granting a proxy to vote over the

17


Table of Contents

Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which must be borne by the stockholder.

For Shares Registered in Your Name

        Stockholders of record may go to www.proxyvote.com to grant a proxy to vote their shares over the Internet. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. Any stockholder using a touch-tone telephone may also grant a proxy to vote shares by calling 1-800-690-6903 and following the recorded instructions.

For Shares Registered in the Name of a Broker or Bank

        If your shares are held in a brokerage account or by another nominee, such as a bank or trust, then such broker or other nominee is considered to be the stockholder of record with respect to your shares. However, you are still considered to be the beneficial owner of those shares, with your shares being held in "street name." Most beneficial owners whose stock is held in street name receive instructions for authorizing votes by the broker or other nominee.

        If your shares are held in street name, you may be eligible to vote your shares by telephone or through the Internet. A large number of banks and brokerage firms provide eligible stockholders the opportunity to vote in this manner. If your bank or brokerage firm allows for this, your voting form provided by your broker or other nominee will provide instructions for such alternative method of voting.

General Information for All Shares Voted over the Internet or by Telephone

        Votes submitted over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on October 9, 2018. Submitting your proxy over the Internet or by telephone will not affect your right to vote in person should you decide to attend the Special Meeting.

Revocability of Proxies

        The grant of a proxy on the enclosed proxy card or over the Internet or by telephone does not preclude a stockholder from voting in person at the Special Meeting. You may revoke your proxy at any time before the shares reflected on your proxy card (or with respect to which you have appointed a proxy over the Internet or by telephone) are voted at the Special Meeting by:

        Your attendance at the Special Meeting will not in and of itself constitute the revocation of a proxy. If you have instructed your broker to vote your shares, you must follow the directions received from your broker to change these instructions.

Solicitation of Proxies

        All proxy solicitation costs will be borne by us. In addition to solicitation by mail, our directors, officers, employees and agents may solicit proxies from stockholders by telephone or other electronic means or in person. We also may reimburse brokers and other custodians, nominees and fiduciaries for their expenses in sending these materials to you and getting your voting instructions. We have also retained

18


Table of Contents

the services of a paid solicitor, Georgeson LLC, to solicit proxies. We anticipate that the cost will be approximately $10,000 plus expenses and will be paid by Web.com.

        You should not send your stock certificates with your proxy card. A letter of transmittal with instructions for the surrender of the Company Common Stock certificates will be mailed to our stockholders as soon as practicable after completion of the Merger.

Delivery of this Proxy Statement to Multiple Stockholders with the Same Address

        The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address, if we believe the stockholders are members of the same family, by delivering a single proxy statement addressed to those stockholders. Each stockholder will continue to receive a separate proxy card or voting instruction card. This process, which is commonly referred to as "householding," is potentially more convenient for stockholders and more cost effective for companies since it reduces the volume of duplicate information.

        A number of brokers with account holders who are our stockholders will be "householding" our proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they will be "householding" communications to your address, "householding" will continue until you are notified otherwise or until you revoke your consent. If your household received a single proxy statement, but you would prefer to receive your own copy, please notify your broker and direct your written request to Web.com Group, Inc., Attention: Investor Relations, 12808 Gran Bay Parkway West, Jacksonville, Florida 32258, or contact our Investor Relations Department at 1-904-680-6600. If you would like to receive your own set of our proxy materials in the future, please contact your broker and Web.com Group, Inc. Investor Relations and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number. Conversely, if you and another person sharing your same address are receiving multiple copies of annual reports or proxy statements and you would like to request that you only receive one copy, please contact your broker and Web.com Group, Inc. Investor Relations and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.

Stockholder List

        A list of the Web.com stockholders entitled to vote at the Special Meeting will be available for inspection at our principal executive offices located at 12808 Gran Bay Parkway West, Jacksonville, Florida 32258, at least 10 days prior to the date of the Special Meeting and continuing through the Special Meeting for any purpose germane to the Special Meeting. The list will also be available at the Special Meeting for inspection by any stockholder present at the Special Meeting.

19


Table of Contents


MARKET FOR THE COMPANY COMMON STOCK; DIVIDEND DATA

        Our Company Common Stock is quoted on the Nasdaq Global Select Market under the ticker symbol "WEB." This table shows, for the periods indicated, the high and low sales price per share for the Company Common Stock as reported by the Nasdaq Global Select Market.

 
  Company Common
Stock
 
 
  High   Low  

Year ending December 31, 2018

             

Third Quarter (through September 4, 2018)

 
$

28.35
 
$

24.95
 

Second Quarter

  $ 26.15   $ 15.75  

First Quarter

  $ 24.10   $ 17.20  

Year ended December 31, 2017

             

Fourth Quarter

  $ 25.80   $ 20.60  

Third Quarter

  $ 25.95   $ 21.65  

Second Quarter

  $ 25.55   $ 17.25  

First Quarter

  $ 22.50   $ 18.40  

Year ended December 31, 2016

             

Fourth Quarter

  $ 21.20   $ 12.90  

Third Quarter

  $ 19.37   $ 16.43  

Second Quarter

  $ 20.49   $ 16.21  

First Quarter

  $ 20.17   $ 15.71  

        The high and low sales price per share for the Company Common Stock as reported by The Nasdaq Global Select Market on September 4, 2018, the latest practicable trading day before the filing of this proxy statement, were $28.00 and $27.90, respectively.

        As of August 30, 2018, the Company Common Stock was held of record by 677 stockholders.

        We have not declared or paid any cash dividends on our capital stock previously. Historically, we have retained earnings, if any, to support the development of our business. We do not expect to pay any cash or other dividends or distributions prior to the closing of the Merger, and any such dividend or distribution is prohibited by the Merger Agreement without the prior written consent of Parent.

20


Table of Contents


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        The statements contained in this proxy statement relating to the completion of the Merger and other future events are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements preceded by, followed by or that otherwise include the words "may," "believe," "expect," "anticipate," "intend," "estimate," "should," or similar expressions or variations on these expressions, are forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including risks relating to receiving the approval of a majority of our outstanding shares in favor of the Merger Proposal, satisfying other conditions to the completion of the Merger, and other matters. As a result, we caution readers not to place undue reliance on these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

        For other risk factors related to Web.com, please refer to our filings with the United States Securities and Exchange Commission (the "SEC") on Forms 10-K, 10-Q and 8-K. You can obtain copies of our Forms 10-K, 10-Q and 8-K and other filings for free at the Investor Relations section of our website at www.web.com, at the SEC website at www.sec.gov, or from commercial document retrieval services.

        We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

21


Table of Contents


THE MERGER

The Merger

        The discussion under the sections of this proxy statement titled "The Merger" and "The Merger Agreement" summarizes the material terms of the Merger and the Merger Agreement. Although we believe that the description covers the material terms of the Merger and the Merger Agreement, this summary may not contain all of the information that is important to you. We urge you to read this proxy statement, the Merger Agreement and the other documents referred to herein carefully for a more complete understanding of the Merger and the Merger Agreement. The discussion of the Merger in this proxy statement is qualified in its entirety by reference to the Merger Agreement, which is attached as Annex A to this proxy statement and incorporated by reference into this proxy statement.

Merger Consideration

        Upon consummation of the Merger, at the effective time of the Merger (the "Effective Time"), by virtue of the Merger and without any further action on the part of Parent, Merger Sub or Web.com or their respective stockholders, each outstanding share of the Company Common Stock (excluding cancelled shares and Dissenting Shares), will be converted into the right to receive $28.00 in cash, without interest and subject to applicable withholding taxes, which we refer to as the Merger Consideration. From and after the Effective Time, each share of the Company Common Stock converted into the right to receive the Merger Consideration will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and each certificate that immediately prior to the Effective Time represented any such shares of the Company Common Stock or book-entry shares will thereafter cease to have any rights with respect to such securities other than the right to receive, upon surrender of such certificates and book-entry shares, the Merger Consideration for each share represented thereby. As described further under the section titled "The Merger Agreement—Payment for the Company Common Stock" of this proxy statement, prior to the Effective Time, Parent will deposit or cause to be deposited, with a reputable bank or trust company as payment agent, cash sufficient to pay the aggregate Merger Consideration payable to all of the holders of the Company Common Stock (including the Company Common Stock represented by book-entry shares) outstanding immediately prior to the Effective Time, other than any Dissenting Shares. As promptly as practicable following the Effective Time (but in no event more than the three business days following the Effective Time), the payment agent will mail to you a letter of transmittal instructing you to send your certificates or book-entry shares to the paying agent to receive the Merger Consideration for each share of the Company Common Stock represented by such certificates or book-entry shares.

        After the Merger is consummated, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a Web.com stockholder as a result of the Merger (except with respect to Dissenting Shares), nor will you be entitled to receive any shares in Parent or the surviving corporation.

Background of the Merger

        The Company Board, also referred to herein as "our board" or the "Company Board", and senior management of the Company, at the direction of the Company Board, over the years, as part of the Company's strategic planning process, reviewed the Company's near-term and long-term strategy, performance, positioning and operating prospects. As part of this process, the Company Board also regularly reviewed the competitive landscape of the Company's markets, including consolidation in the industry and the entry of new competitors and new competitive offerings from existing competitors. These reviews included, from time to time, consideration of potential strategic alternatives to enhance stockholder value, including a sale transaction.

        In February 2015, David Brown, the Chief Executive Officer and Chairman of the Company Board (whom we refer to as "Mr. Brown") was first contacted by Frank Baker (whom we refer to as "Mr. Baker"), a Co-Founder and Managing Partner of Siris Capital Group, LLC ("Siris") regarding a

22


Table of Contents

potential transaction, and at the direction of the Company Board, a confidentiality agreement with Siris was executed. Over the course of the next three months, senior management of the Company, at the direction of the Company Board, participated in several management meetings with Siris. In May 2015, discussions with Siris regarding a potential transaction ended when valuation could not be agreed upon by the parties. Siris' price range was $21.00 to $22.00 per share. In May 2015, the closing prices for the Company Common Stock on the Nasdaq Global Select Market ranged from $21.06 to $23.57 per share.

        In February 2017, in response to in-bound general verbal expressions of interest from strategic and financial investors and after repeated discussions with one of the Company's stockholders holding approximately eighteen percent (18%) of the outstanding shares of the Company Common Stock, which stockholder had been advocating a sale of the Company (or its interest in the Company), representatives of the Company, at the direction of the Company Board, authorized BofA Merrill Lynch and J.P. Morgan, to solicit indications of interest from a select third party list, including Bidder 1, Bidder 2, and Siris, with respect to a possible acquisition of the Company. BofA Merrill and J.P. Morgan had been selected by the Company based on their knowledge of the Company through prior engagements relating to capital and debt market transactions and having provided the Company assistance in connection with merger and acquisition discussions, at varying times during the Company's existence. In connection with the solicitation of interest from Siris, the above-mentioned confidentiality agreement with Siris was extended, and discussions with Siris regarding a potential transaction were restarted. The Company provided confidential information and held management meetings with eight (8) potential buyers, all of which were potential financial buyers.

        During the months of April 2017 through June 2017, the Company received preliminary indications of interest to acquire all of the outstanding shares of the Company Common Stock from three private equity firms, Bidder 1, Bidder 2 and Siris. Bidder 1 proposed a per-share price range of $22.00 to $24.00, Bidder 2 proposed a per-share price range of $22.50 to $24.50 and Siris proposed a per-share price range of $22.00 to $24.00 in April 2017, and $24.00 to $26.00 in June 2017. In June 2017, after deliberation, the Company Board ended the process when it determined that it was not willing to sell the Company at the valuation proposed by the bidders at that time. During the period of April 2017 through June 2017, the range of closing prices for Company Common Stock on the Nasdaq Global Select Market was $17.30 to $25.30 per share.

        On April 4, 2018, Mr. Baker reached out to Mr. Brown to schedule a time to discuss a possible transaction with the Company.

        On April 19, 2018, Mr. Baker and Mr. Brown had a preliminary discussion regarding a possible transaction between Siris and the Company. During the telephone call, valuation and transaction structure were discussed with Siris proposing to evaluate an acquisition of the Company for $26.00 per share, based on feedback received from Mr. Brown. Subsequent to this call, Mr. Brown updated Timothy Maudlin, the lead independent director of the Company Board (whom we refer to as "Mr. Maudlin"), on the discussions with Siris in preparation for the Company Board meeting on April 26, 2018. On April 19, 2018, the closing price for the Company Common Stock on the Nasdaq Global Select Market was $18.65 per share.

        On April 26, 2018, the Company Board held a meeting at which it considered whether to engage with Siris in connection with its non-binding oral proposal to evaluate an acquisition of the Company for $26.00 per share. Members of the Company's senior management and representatives of Cooley LLP, the Company's counsel ("Cooley"), attended the meeting. After being presented with the merits and risks attributable to the transaction, including the Company's prior history with Siris, the Company Board directed Mr. Brown to continue discussions with Siris regarding a potential transaction. On April 26, 2018, the closing price for the Company Common Stock on the Nasdaq Global Select Market was $18.70 per share.

        On May 1, 2018, the Company and Siris entered into an amended confidentiality agreement to extend the term thereof.

23


Table of Contents

        On May 2, 2018, Mr. Brown and Mr. Baker discussed the terms and valuation ($26.00 per share) upon which the Company Board previously agreed it would continue discussions as well as several important diligence items, such as the Company forecasts, litigation matters and the lease of the new corporate headquarters building for the Company.

        On May 8, 2018, Mr. Brown updated Mr. Maudlin on the discussions with Siris in preparation for the Company Board meeting the following day.

        On May 9, 2018, the Company Board held a meeting. Members of the Company's senior management and representatives of Cooley attended the meeting. Mr. Brown updated the Company Board on the current discussions with Siris with respect to the proposed transaction. The Company Board directed Mr. Brown to continue discussions with Siris.

        On May 9, 2018, representatives of Siris, the Company and their respective advisors held an off-site, in-person, due diligence session.

        On May 14, 2018, representatives of Siris, the Company and their advisors held off-site, in-person, financial, accounting, tax, regulatory and legal due diligence sessions.

        On May 15, 2018, Mr. Brown updated Mr. Maudlin on the status of the due diligence sessions.

        On May 15, 2018, Mr. Brown and Mr. Baker discussed the due diligence sessions and valuation, with Mr. Baker indicating that, following its diligence review, Siris was prepared to offer $24.00 per share in connection with a proposed acquisition of the Company, subject to completion of due diligence and definitive documentation. Mr. Brown advised Mr. Baker that the Company was not willing to transact at $24.00 per share but that Mr. Brown would nevertheless discuss the offer with the Company Board in an upcoming Company Board meeting. On May 15, 2018, the closing price for the Company Common Stock on the Nasdaq Global Select Market was $18.70 per share.

        On May 17, 2018, Mr. Brown met briefly with Peter Berger, a Co-Founder and Managing Partner of Siris, at the J.P. Morgan Global Technology, Media and Communications Conference, held in Boston, Massachusetts and briefly discussed the proposed transaction.

        On May 18, 2018, the Company Board held a meeting. Members of the Company's senior management and representatives of Cooley and BofA Merrill Lynch attended the meeting. Management provided a presentation to the Company Board regarding the Company and BofA Merrill Lynch discussed initial valuation numbers for the Company. Mr. Brown reported that Siris provided no rationale for lowering the offer price previously discussed to $24.00 per share, and was directed by the Company Board to restate to Siris that the Company would only be willing to continue discussions if Siris reaffirmed its $26.00 per share proposal. On May 18, 2018, the closing price for Company Common Stock on the Nasdaq Global Select Market was $19.00 per share.

        Mr. Brown conveyed the Company Board's feedback to Mr. Baker and, as a result of this feedback, on May 21, 2018, May 22, 2018, May 23, 2018 and May 24, 2018, Mr. Brown and Mr. Baker spoke at various times to discuss valuation and Mr. Baker ultimately agreed that Siris would be prepared to pay $25.00 per share and allow for a go-shop period, subject to completion of due diligence and definitive documentation. Mr. Brown indicated he would discuss Siris' revised proposal with the Company Board. Mr. Brown and Mr. Baker also discussed Siris' request for the exclusive right to engage in discussions regarding the sale of the Company for a two-week period to finalize its due diligence, obtain financing commitments and negotiate definitive agreements in connection with the proposed transaction.

        On May 24, 2018, the Company Board met and authorized management to negotiate the grant of exclusivity to Siris based on a $25.00 per share valuation price of the Company Common Stock. On May 24, 2018, the closing price for the Company Common Stock on the Nasdaq Global Select Market was $18.45 per share.

        On May 25, 2018, the Company entered into an exclusivity agreement with Siris that provided for an initial exclusivity period through June 8, 2018, which period would be automatically extended by successive

24


Table of Contents

seven (7) day periods so long as Siris continued to use good faith efforts to progress towards the execution of final definitive agreements relating to the proposed transaction.

        On May 31, 2018, Siris' counsel, Sidley Austin LLP ("Sidley"), provided a draft of the merger agreement to Cooley.

        On June 8, 2018, Cooley sent Sidley a revised draft of the merger agreement as well as an initial draft of the Company's disclosure schedules.

        On June 8, 2018, a representative of Starboard Value LP ("Starboard") called Mr. Brown to inform the Company that funds affiliated with Starboard acquired beneficial ownership of approximately 9.4% of the Company Common Stock. During the call, Starboard expressed its desire to engage in communications with the Company Board regarding suggestions for improving the Company's financial and operational performance. In its statement on Schedule 13D, Starboard disclosed its belief that the shares held by Starboard, when purchased, were undervalued. The Schedule 13D filed by Starboard reflected that Starboard acquired shares of the Company Common Stock during the period between May 2, 2018 through June 7, 2018. On May 1, 2018, the date of the last closing price prior to the accumulation by Starboard, the closing price for the Company Common Stock on the Nasdaq Global Select Market was $18.75 per share. On June 7, 2018, the date of the last purchase by Starboard reported in its Schedule 13D, the closing price for the Company Common Stock on the Nasdaq Global Select Market was $21.00 per share.

        From June 8, 2018 until the Original Agreement was executed, the Company and its representatives continued negotiating with Siris and its representatives and provided additional due diligence information at the request of Siris, with a view to securing the most favorable terms possible for the Company's stockholders in the merger agreement and the related transaction documents.

        On June 12, 2018, representatives of Siris, the Company and BofA Merrill Lynch held another in-depth, off-site, in-person, due diligence session.

        On June 14, 2018, Mr. Baker and Mr. Brown spoke by telephone to discuss the due diligence and terms of the proposed transaction. Siris sent the Company initial drafts of the forms of documents related to the proposed debt and equity financing for the transaction, including the debt and equity commitment letters.

        On June 14, 2018, the Company Board met to discuss the status of the due diligence, the terms of the proposed transaction and the engagement of financial advisors with respect to the transaction. The Company Board reviewed and considered conflicts disclosures that had been previously provided to the Company Board by each of BofA Merrill Lynch and J.P. Morgan, and resolved to engage each of BofA Merrill Lynch and J.P. Morgan as the Company's financial advisors with respect to the transaction.

        On June 16, 2018, Mr. Baker and Mr. Brown spoke by telephone to discuss the due diligence and terms of the proposed transaction.

        On June 20, 2018, the last trading day before the announcement of the merger agreement, the closing price of Company Common Stock was $23.20 per share.

        On June 20, 2018, the Company Board met to receive an update on the status of the proposed transaction and consider the proposed transaction. Members of the Company's senior management and representatives of Cooley, BofA Merrill Lynch and J.P. Morgan attended the meeting. Representatives of Cooley reviewed with the Company Board its fiduciary duties in the context of the proposed transaction. Cooley discussed the material terms and conditions of the proposed merger agreement and the other transaction documents, including the debt commitment letter, the equity commitment letter and the limited guarantee. Cooley summarized, among other things, certain merger agreement obligations and conditions, the Go-Shop Period, the termination rights and the circumstances under which the Company would be required to pay a termination fee of $13 million in connection with its entry into a Superior Proposal in accordance with the Original Agreement on or prior to August 10, 2018 or $39.1 million dollars

25


Table of Contents

in certain other circumstances, and Siris would be required to pay a reverse termination fee of $78.2 million in the circumstances set forth in the Original Agreement. Representatives of BofA Merrill Lynch and J.P. Morgan reviewed with the Company Board a proposed plan to be adopted by the Company Board for the Go-Shop Period as well a list of additional potential buyers to be contacted during the Go-Shop Period. Also at this meeting, representatives of BofA Merrill Lynch reviewed with the Company Board its financial analysis of the financial terms of the proposed transaction and rendered its oral opinion, which was confirmed by delivery of a written opinion dated June 20, 2018, to the Company Board to the effect that, as of that date and based upon and subject to the factors, assumptions and limitations set forth in the written opinion, the $25.00 per share in cash to be paid to the holders of shares of Company's Common Stock pursuant to the Original Agreement was fair from a financial point of view to such holders. Representatives of J.P. Morgan also reviewed with the Company Board J.P. Morgan's financial analysis of the financial terms of the proposed transaction and rendered J.P. Morgan's oral opinion, which was confirmed by delivery of J.P. Morgan's written opinion dated June 20, 2018, to the Company Board to the effect that, as of such date and based upon and subject to the factors, assumptions and limitations set forth in J.P. Morgan's written opinion, the $25.00 per share in cash to be paid to the holders of shares of the Company Common Stock in the Merger was fair, from a financial point of view, to such stockholders. The Company Board also considered the risks attributable to the Company and its stand-alone business, price and certainty of the proposed transaction.

        Following deliberation of the matters discussed during the course of the meeting, the Company Board unanimously (i) approved and adopted the Original Agreement, the other transaction documents to which the Company is a party and the execution, delivery and performance of the Original Agreement and the other transaction documents to which the Company is a party, (ii) recommended to the Company's stockholders that the Company's stockholders vote in favor of the Merger and the Original Agreement, and (iii) directed that such matter be submitted to the Company's stockholders at a special meeting of the stockholders for approval.

        The limited guarantee was executed and delivered by representatives of the Company and the equity investors. Sidley delivered to Cooley on behalf of Sidley's clients fully executed copies of the debt commitment letter, the equity commitment letter and limited guarantee on June 20, 2018.

        The Original Agreement was executed by representatives of the Company, Parent, and Merger Sub in the evening of June 20, 2018, and publicly announced the next day.

        On June 21, 2018, following the execution of the Original Agreement and issuance of the press release, pursuant to the "go-shop" provisions of the Original Agreement, at the direction of the Company Board, BofA Merrill Lynch and J.P. Morgan commenced the Company's go-shop process. During the Go-Shop Period, 87 prospective buyers (which included the parties still in existence that had been previously contacted by the Company, BofA Merrill Lynch or J.P. Morgan, including Bidder 1 and Bidder 2, during previous market checks in prior years) were contacted regarding their potential interest in a transaction with the Company and nine such prospective buyers entered into confidentiality agreements with the Company and were provided with non-public information relating to the Company. The confidentiality agreements explicitly allow such prospective buyers to submit Acquisition Proposals (as defined in the confidentiality agreement) to the Company until the Company Stockholder Vote (as defined in the confidentiality agreement), or after the valid termination of the Merger Agreement and the Company enters into a binding definitive agreement (other than the Merger Agreement) with any third party to effect a purchase, tender or exchange offer, merger or other business combination that, if consummated, would result in a third party owning at least a majority of the outstanding voting securities of the Company or all or substantially all of the assets of the Company and its subsidiaries (taken as a whole). No other standstill provision or similar provision that would prevent a potential bidder from making an offer to the Company Board were outstanding from the 2017 market check described above.

26


Table of Contents

        Over the next several weeks, Mr. Brown and other representatives of the Company held meetings and had discussions with representatives of nine interested parties, including a private equity firm that ultimately submitted an Acquisition Proposal ("Bidder 3").

        On or around June 25-27, 2018, Bidder 3 reached out to Mr. Baker requesting the opportunity to discuss a potential co-investment with Siris in the recently announced transaction. In light of the pending go-shop process and Siris' confidentiality agreement with Web.com, Mr. Baker responded that he could not discuss the matter further with Bidder 3.

        On July 25, 2018, the Company Board constituted a Transaction Committee, comprising three independent directors, Timothy P. Cost, Hugh M. Durden, and Philip J. Facchina, to review any Acquisition Proposals, determine whether any such Acquisition Proposals would constitute a Superior Proposal under the terms of the Original Agreement and negotiate with the parties relating to a Superior Proposal.

        On August 1, 2018, Bidder 3 provided to the Company an Acquisition Proposal consisting of an offer to pay $26.00 per share plus the $13 million Company termination fee required under the Original Agreement, and further provided that the Company termination fee would be (i) repayment to Bidder 3 of the $13 million Company termination fee required under the Original Agreement plus Bidder 3's transaction expenses up to $4 million through August 20, 2018, or (ii) repayment to Bidder 3 of the $13 million Company termination fee required under the Original Agreement plus an additional $19.55 million after August 20, 2018.

        On August 1, 2018, the Transaction Committee met twice to discuss the Acquisition Proposal from Bidder 3. The Transaction Committee determined that the Bidder 3 Acquisition Proposal was a Superior Proposal and the Company notified Siris of such proposal. Mr. Brown, representatives of the Company and representatives of Siris met in person later that day to discuss due diligence matters unrelated to such proposal.

        On August 2, 2018, Siris submitted an Acquisition Proposal of $26.50 per share that expired at 11:59 p.m. Eastern time on August 5, 2018 (the expiration of the Go-Shop Period). This Acquisition Proposal specified that the higher Company termination fee of $39.1 million (as opposed to the lower Company termination fee of $13 million) would be payable by the Company if it entered into a Superior Proposal in accordance with the terms of Siris' Acquisition Proposal with any other party after the expiration of the Go-Shop Period (rather than the lower $13 million Company termination fee that would have been payable by the Company under the Original Agreement if the Company entered into a definitive agreement, within five business days after the Go-Shop Period with a party that submitted an Acquisition Proposal that constituted or could reasonably be expected to lead to a Superior Proposal prior to the expiration of the Go-Shop Period). The Transaction Committee reviewed and instructed management to communicate the terms of such Acquisition Proposal to Bidder 3. The Company's financial advisors conveyed the terms of Siris' Acquisition Proposal (including the expiration thereof and the changes to the Company termination fee thereunder) to Bidder 3 and requested that Bidder 3 submit its best and final Acquisition Proposal.

        At approximately 6:30 p.m. Eastern time on August 5, 2018, Bidder 3 submitted an Acquisition Proposal of $27.00 per share under which Bidder 3 would pay Parent the $13 million Company termination fee required under the Original Agreement, and the Company termination fee under such Bidder 3 Acquisition Proposal would be (i) repayment to Bidder 3 of the $13 million Company termination fee required under the Original Agreement plus an additional $13 million through August 20, 2018, or (ii) repayment to Bidder 3 of the $13 million Company termination fee required under the Original Agreement plus an additional $39.1 million after August 20, 2018. At approximately 7:30 p.m. Eastern time on August 5, 2018, Siris submitted a $28.00 per share Acquisition Proposal on substantially similar terms as its prior Acquisition Proposal which also had an expiration time of 11:59 p.m. Eastern time on August 5, 2018. The Company's financial advisors conveyed the terms of Siris' new Acquisition Proposal to Bidder 3 and again requested that Bidder 3 submit its best and final Acquisition Proposal. At approximately 10:30 p.m. Eastern time on August 5, 2018, Bidder 3 submitted a letter indicating that it was willing to

27


Table of Contents

match the $28.00 per share offer. In comparing the Acquisition Proposals submitted by Siris and Bidder 3, the Company Board was made aware that the Siris proposal included an equity commitment letter from its affiliated investment funds that committed $55.52 million more equity for the transaction than the equity commitment letter submitted by Bidder 3 (which commitment represented approximately fifty percent of the uncalled capital commitments of the investment fund associated with Bidder 3) and that Bidder 3 had secured debt commitments for more than $30 million more than the debt commitments delivered by Siris. Except as described above, the other deal terms were substantially comparable between the Acquisition Proposals submitted by Siris and Bidder 3. On August 5, 2018, the Company Board held meetings throughout the day and night, at which members of the Company management and representatives of each of Cooley, BofA Merrill Lynch and J.P. Morgan were present to consider the various Acquisition Proposals submitted by Siris and Bidder 3. The Company Board reviewed and considered updated conflicts disclosures that had been provided to the Company Board prior to the meetings by each of BofA Merrill Lynch and J.P. Morgan prior to considering the Acquisition Proposals. After consultation with the Company's financial and legal advisors, and a discussion comparing the two Acquisition Proposals, including the level of reliance on equity and debt financing by the parties, the Company Board, prior to the deadline set by Siris, ultimately determined that Bidder 3's offer was not a Superior Proposal relative to Siris' Acquisition Proposal of $28.00 per share, taking into account the terms of the proposal, certainty of closing, the economic value to the stockholders and other factors deemed relevant by the Company Board. The Company Board duly (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair, advisable to, and in the best interests of, the Company and its stockholders, (ii) approved the execution, delivery, and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, and (iii) recommended that the Company's stockholders approve the adoption of the Merger Agreement.

        The Merger Agreement was executed by representatives of the Company, Parent, and Merger Sub at approximately 11:55 p.m. Eastern time on August 5, 2018, and publicly announced the next day. The Go-Shop Period expired at 11:59 p.m. (Eastern time) on August 5, 2018.

Reasons for the Recommendation of the Company Board

        On August 5, 2018, at a meeting duly called and held, the Company Board (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair, advisable to, and in the best interest of, Web.com and its stockholders, (ii) duly approved the execution, delivery, and performance by Web.com of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, and (iii) recommended that Web.com's stockholders approve the adoption of the Merger Agreement.

        The Company Board consulted with the Company's outside financial and legal advisors and senior management at various times and considered the following factors (which are not listed in any relative order of importance) in reaching its conclusion to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and to recommend approval of the adoption of the Merger Agreement to our stockholders, all of which it viewed as generally supporting its decision to approve the business combination with Parent:

        General Business Considerations.    The Company Board considered the Company's background, recent operating history, and current position in the marketplace in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including the following:

28


Table of Contents

29


Table of Contents

        Positive Deal Considerations.    The Company Board considered a number of positive factors in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including the following:

30


Table of Contents

        Other Deal Considerations.    The Company Board also considered a number of uncertainties, risks and potentially negative factors in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including the following:

31


Table of Contents

        The foregoing discussion of the information and factors considered by the Company Board is not intended to be exhaustive, but includes the material factors considered by the Company Board. In view of the variety of factors considered in connection with its evaluation of the Merger, the Company Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Company Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Company Board based its recommendation on the totality of the information presented.

        In considering the recommendation of the Company Board with respect to the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, yours. The Company Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by the stockholders of the Company. See "The Merger—Interests of our Directors and Executive Officers in the Merger."

        Portions of this explanation of the reasons for the Merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section titled "Cautionary Statement Regarding Forward-Looking Statements."

        The Company Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of the Merger to the holders of the Company Common Stock.

        The foregoing discussion of the Company Board's reasons for its recommendation to approve the Merger is not meant to be exhaustive, but addresses the material information and factors considered by the Company Board in consideration of its recommendation. In view of the wide variety of factors considered by the Company Board in connection with its evaluation of the Merger and the complexity of these matters, the Company Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, the directors made their determinations and recommendations based on the totality of the information presented to them, and the judgments of individual members of the Company Board may have been influenced to a greater or lesser degree by different factors. In arriving at their respective recommendations, the members of the Company Board were aware of the interests of executive officers and directors of Web.com as described under "The Merger—Interests of Our Directors and Executive Officers in the Merger."

The Company Board unanimously recommends that you vote
"FOR" the approval of the Merger Proposal.

Opinions of Web.com's Financial Advisors

Overview

        The Company Board retained BofA Merrill Lynch and J.P. Morgan as its financial advisors in connection with the potential sale of Web.com. In selecting its financial advisors, the Company Board

32


Table of Contents

considered that, among other things, they are internationally recognized investment banking, financial advisory and securities firms whose senior professionals have substantial experience advising companies in, among other industries, our industry. Each financial advisor, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs/split-offs, restructurings, securities offerings in both the private and public capital markets and valuations for corporate and other purposes.

        At the June 20, 2018 meeting of the Company Board, BofA Merrill Lynch rendered an oral opinion, which was confirmed by delivery of a written opinion, to the Company Board to the effect that, as of June 20, 2018, and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the then—applicable $25.00 per share Merger consideration was fair, from a financial point of view, to holders of the Company Common Stock (excluding Parent, Merger Sub or any of their respective affiliates).

        This description of BofA Merrill Lynch's opinion is qualified in its entirety by the full text of the written opinion, which is attached as Annex B to this proxy statement and which you should read carefully and in its entirety. BofA Merrill Lynch's written opinion sets forth the factors considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken by BofA Merrill Lynch and are necessarily based on economic, capital markets and other conditions, and the information made available to them, as of the date of such opinions. BofA Merrill Lynch has no responsibility for updating or revising its opinion based on facts, circumstances or events occurring after the date of the rendering of its opinion.

        At the same June 20, 2018 meeting of the Company Board, J.P. Morgan rendered its oral opinion to the Company Board that, as of such date and based upon and subject to the factors, assumptions and limitations set forth in J.P. Morgan's opinion, the consideration contemplated by the Original Agreement to be paid to the holders of the Company Common Stock in the proposed Merger was fair from a financial point of view, to such stockholders. J.P. Morgan confirmed its June 20, 2018 oral opinion by delivering its written opinion to the Company Board, dated June 20, 2018 that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the consideration contemplated by the Original Agreement to be paid to the holders of the Company Common Stock in the Merger was fair, from a financial point of view, to such stockholders.

        The full text of the written opinion of J.P. Morgan dated as of June 20, 2018, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex C to this proxy statement and is incorporated herein by reference. J.P. Morgan has no responsibility for updating or revising its opinion based on facts, circumstances or events occurring after the date of the rendering of its opinion.

Opinion of BofA Merrill Lynch

        On June 20, 2018, at a meeting of the Company Board held to evaluate the Merger, BofA Merrill Lynch delivered to the Company Board an oral opinion, which was confirmed by delivery of a written opinion dated June 20, 2018, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the consideration contemplated by the Original Agreement to be paid to the holders of the Company Common Stock in the Merger was fair, from a financial point of view, to such stockholders.

        The full text of BofA Merrill Lynch's written opinion to the Company Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Merrill Lynch's opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to the Company Board for the benefit

33


Table of Contents

and use of the Company Board (in its capacity as such) in connection with and for purposes of its evaluation of the consideration contemplated by the Original Agreement from a financial point of view. BofA Merrill Lynch's opinion does not address any other aspect of the Merger and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Merger. BofA Merrill Lynch's opinion does not address any other aspect of the Merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed Merger or any other matter.

        In connection with rendering its opinion, BofA Merrill Lynch, among other things:

        In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of the Company that it was not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Company management forecasts and the NOLs, BofA Merrill Lynch was advised by the Company, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company and the other matters covered thereby. BofA Merrill Lynch relied, at the Company's direction, upon the assessments of the management of the Company as to the potential impact of market, governmental and regulatory trends and developments relating to or affecting the Company and its business. BofA Merrill Lynch also relied, at the Company's direction, on the assessments of the Company management as to the ability to utilize the NOLs and was advised by the Company, and assumed at the Company's direction, that such NOLs would be utilized in the amounts and at the times projected. BofA Merrill Lynch did not make

34


Table of Contents

and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company, Parent or any other entity, nor did it make any physical inspection of the properties or assets of the Company, Parent or any other entity. BofA Merrill Lynch did not evaluate the solvency or fair value of the Company, Parent or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at the direction of the Company, that the Merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on the Company or the contemplated benefits of the Merger.

        BofA Merrill Lynch expressed no view or opinion as to any terms or other aspects or implications of the Merger (other than the then - applicable $25.00 per share merger consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Merger, any related transactions or any other agreement, arrangement or understanding entered into in connection with or related to the Merger or otherwise. BofA Merrill Lynch was not requested to solicit (except as summarized in "Background of the Merger" above and in the following sentence), and since 2017 did not solicit, indications of interest or proposals from third parties regarding a possible acquisition of all or any part of the Company or any alternative transaction. However, the Original Agreement permitted the Company to authorize BofA Merrill Lynch, during a specified period of time following the execution of the Original Agreement, to solicit on the Company's behalf indications of interest or proposals from third parties with respect to the possible acquisition of all or any part of the Company. BofA Merrill Lynch's opinion was limited to the fairness, from a financial point of view, of the consideration contemplated by the Original Agreement to be received by the holders of the Company Common Stock and no view or opinion was expressed with respect to any consideration received in connection with the Merger by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Merger, or class of such persons, relative to the then - applicable $25.00 per share merger consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Merger. BofA Merrill Lynch also did not express any view or opinion with respect to, and BofA Merrill Lynch relied, at the direction of the Company, upon the assessments of representatives of the Company regarding, legal, regulatory, accounting, tax and similar matters relating to the Company or the Merger, as to which matters BofA Merrill Lynch understood that the Company obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Merrill Lynch expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Merger or any other matter.

        BofA Merrill Lynch's opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch's opinion was approved by a fairness opinion review committee of BofA Merrill Lynch. Except as described in this summary, the Company imposed no other limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

        The discussion set forth below in the section titled "Company Financial Analyses" represents a brief summary of the material financial analyses presented by BofA Merrill Lynch to the Company Board in connection with its opinion, dated June 20, 2018. The financial analyses summarized below include information presented in tabular format. To fully understand the financial analyses performed by BofA

35


Table of Contents

Merrill Lynch, 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 performed by BofA Merrill Lynch. Considering the data set forth in the tables 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 the financial analyses performed by BofA Merrill Lynch.

Company Financial Analyses

        Selected Publicly Traded Companies Analysis.    BofA Merrill Lynch reviewed publicly available financial and stock market information for the Company and the following four publicly traded companies in the internet services and online marketing solutions sector, two of which it classified as "core" companies (selected publicly traded companies with projected revenue growth of less than 10% in 2018 and 2019):

        BofA Merrill Lynch reviewed, among other things, enterprise values of the selected publicly traded companies, calculated as the sum of the market capitalization, total debt, preferred stock and minority interest, less cash and cash equivalents, short-term investments and long-term investments, as a multiple of calendar year 2018 and calendar year 2019 estimated earnings before interest, taxes, depreciation and amortization, commonly referred to as EBITDA, adjusted to exclude stock-based compensation expense and one-time, non-recurring items. For the two core companies, the observed multiples were 10.6x and 10.4x for calendar year 2018 and 9.8x and 9.8x for calendar year 2019. For one of the other companies, the observed multiples were 28.4x and 23.2x for calendar year 2018 and calendar year 2019, respectively. For the remaining other company, the observed multiples were designated "not meaningful," for each of calendar year 2018 and calendar year 2019. BofA Merrill Lynch also observed the multiples derived from the Company management forecasts and certain publicly available financial forecasts with respect to the Company, referred to herein as the Company public forecasts, as of May 1, 2018 (the date of the last closing price prior to the accumulation by Starboard Value LP ("Starboard"), a holder of Company Common Stock (the "Pre-Starboard Accumulation Date")) and June 8, 2018 (the date on which Starboard filed a Form 13-D with the SEC indicating its ownership of the Company Common Stock (the "Starboard 13-D Date")), ranging from 8.1x to 9.3x for calendar year 2018 and from 7.4x to 9.0x for calendar year 2019. BofA Merrill Lynch then applied multiples of 9.0x to 10.5x and 8.5x to 10.0x, respectively to the Company's calendar year 2018 and 2019 estimated adjusted EBITDA. In applying the calendar year 2018 and 2019 multiples, BofA Merrill Lynch took into consideration, among other things, the observed data for the selected publicly traded companies and for the Company, the historical trading prices of the Company Common Stock and the common stocks of the selected publicly traded companies and the differences in the financial profiles of the Company and the selected publicly traded companies, including that the Company had an enterprise value / estimated next twelve months ("NTM") adjusted EBITDA multiple that (i) was 0.8x and 0.7x lower than the multiple for the "core" selected publicly traded companies as of the Pre-Starboard Accumulation Date and the Starboard 13-D Date, respectively, (ii) for the period ended the Starboard 13-D Date, was 1.4x lower than the one month, six month, one year and three year average multiples for the "core" selected publicly traded companies and (iii) for the period ended the Starboard 13-D Date, was 1.3x lower than the five year average multiple for the "core" selected publicly traded companies. BofA Merrill Lynch also reviewed enterprise values of the selected publicly traded companies as a multiple of unlevered free cash flow based on adjusted EBITDA, less capital expenditures. For the two core companies, the observed multiples were 13.1x and 12.4x for calendar year 2018 and 12.9x and 11.6x for calendar year 2019. For the other companies, the observed multiples were designated "not

36


Table of Contents

meaningful," other than a multiple of 27.0x for one of such companies for calendar year 2019. The observed multiples derived from the Company management forecasts and the Company public forecasts as of the Pre-Starboard Accumulation Date and the Starboard 13-D Date ranged from 8.9x to 10.4x for calendar year 2018 and 8.2x to 10.0x for calendar year 2019. BofA Merrill Lynch then applied multiples of 10.0x to 12.5x and 9.5x to 12.0x, respectively, to the Company's calendar year 2018 and 2019 estimated unlevered free cash flow. In applying the calendar year 2018 and 2019 multiples, BofA Merrill Lynch took into consideration, among other things, the observed data for the selected publicly traded companies and for the Company, the historical trading prices of the Company Common Stock and the common stocks of the selected publicly traded companies and the differences in the financial profiles of the Company and the selected publicly traded companies, including that the Company had an enterprise value / estimated NTM unlevered free cash flow multiple that (i) was 1.9x lower than the multiple for the "core" selected publicly traded companies as of both the Pre-Starboard Accumulation Date and the Starboard 13-D Date and (ii) for the period ended the Starboard 13-D Date, was 2.7x, 2.5x, 2.4x, 2.3x and 2.7x lower than the one month, six month, one year, three year and five year average multiples, respectively, for the "core" selected publicly traded companies. BofA Merrill Lynch also reviewed equity values of the selected publicly traded companies as a multiple of free cash flow based on cash flow from operations, less cash expenditures. For the two core companies, the observed multiples were 19.8x and 10.8x for calendar year 2018 and 17.4x and 9.0x for calendar year 2019. For the other companies, the observed multiples were designated "not meaningful" for one company, and 23.5x for calendar year 2018 and 20.8x for calendar year 2019 for the other company. The observed multiples derived from the Company management forecasts and the Company public forecasts as of the Pre-Starboard Accumulation Date and the Starboard 13-D Date ranged from 7.6x to 8.9x for calendar year 2018 and 6.0x to 8.5x for calendar year 2019. BofA Merrill Lynch then applied multiples of 10.0x to 16.0x and 7.5x to 13.5x, respectively, to the Company's calendar year 2018 and 2019 free cash flow. In applying the calendar year 2018 and 2019 multiples, BofA Merrill Lynch took into consideration, among other things, the observed data for the selected publicly traded companies and for the Company, the historical trading prices of the Company Common Stock and the common stocks of the selected publicly traded companies and the differences in the financial profiles of the Company and the selected publicly traded companies, including that the Company had an equity value / estimated NTM free cash flow multiple that (i) was 4.1x and 4.8x lower than the multiple for the "core" selected publicly traded companies as of the Pre-Starboard Accumulation Date and the Starboard 13-D Date, respectively and (ii) for the period ended the Starboard 13-D Date, was 6.3x, 4.8x, 5.2x, 4.8x and 5.1x lower than the one month, six month, one year, three year and five year average multiples, respectively, for the "core" selected publicly traded companies. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts' estimates, and estimated financial data of the Company were based on the Company management forecasts. These analyses indicated the following approximate implied per share equity value reference ranges for the Company, as compared to the then - applicable $25.00 per share merger consideration (rounded to the nearest $0.05 per share):

Implied Per Share Equity Value Reference Ranges for the Company  
2018E
Enterprise
Value/
Adjusted
EBITDA
  2019E
Enterprise
Value/
Adjusted
EBITDA
  2018E
Enterprise
Value/
Unlevered
Free Cash
Flow
  2019E
Enterprise
Value/
Unlevered
Free Cash
Flow
  2018E Equity
Value/ Free
Cash Flow
  2019E Equity
Value/ Free
Cash Flow
  Original
Agreement
Merger
Consideration
  Merger
Agreement
Merger
Consideration
 
$22.00 - $27.35   $23.20 - $29.10   $22.45 - $30.60   $23.65 - $32.55   $24.45 - $37.85   $23.15 - $39.90   $ 25.00   $ 28.00 *

*
The Merger Consideration in the Merger Agreement was not presented to the Company Board by BofA Merrill Lynch on June 20, 2018 and is included for reference purposes only.

        No company used in these analyses are identical or directly comparable to the Company. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics

37


Table of Contents

and other factors that could affect the public trading or other values of the companies to which the Company was compared.

        Selected Precedent Transactions Analysis.    BofA Merrill Lynch reviewed, to the extent publicly available, financial information relating to the following twenty selected transactions involving companies in the internet services and online marketing solutions sector:

Date
Announced
  Acquiror   Target

5/10/2018

 

Gannett Co.,  Inc.

 

WordStream,  Inc.

7/24/2017

 

KKR & Co. L.P.

 

WebMD Health Corp.

7/18/2017

 

BC Partners

 

PlusServer GmbH

7/3/2017

 

Red Ventures Holdco,  LP

 

Bankrate,  Inc.

4/10/2017

 

Harland Clarke Holdings Corp.

 

RetailMeNot,  Inc.

12/15/2016

 

United Internet AG

 

Strato AG

12/6/2016

 

GoDaddy Inc.

 

Host Europe Holdings

11/8/2016

 

Warburg Pincus LLC

 

UTDI (1&1 Internet) (33% Stake)

10/21/2016

 

j2 Global,  Inc.

 

Everyday Health,  Inc.

8/26/2016

 

Apollo Global Management,  LLC

 

Rackspace Hosting,  Inc.

6/27/2016

 

Gannett Co.,  Inc.

 

ReachLocal,  Inc.

2/11/2016

 

Web.com Group,  Inc.

 

Yodle,  Inc.

11/2/2015

 

Endurance International Group Holdings, Inc.

 

Constant Contact,  Inc.

7/16/2015

 

Permira

 

eBay Enterprise

5/12/2015

 

Verizon Communications Inc.

 

AOL Inc.

9/11/2014

 

Alliance Data Systems Corporation

 

Conversant,  Inc.

7/19/2013

 

Cinven Limited

 

Host Europe Group

11/4/2011

 

Warburg Pincus LLC/Goldman Sachs Capital Partners

 

Endurance International Group Holdings, Inc. (81.3% Stake)

8/3/2011

 

Web.com Group,  Inc.

 

Network Solutions

7/1/2011

 

KKR & Co. L.P./Silver Lake Partners/Technology Crossover Ventures

 

GoDaddy Inc

        BofA Merrill Lynch reviewed transaction values, based on the consideration payable in the selected transaction, as a multiple of the target company's last twelve months' EBITDA. The observed multiples ranged from 5.9x to 16.4x (with an average (excluding Web.com/Yodle) of 11.0x and a median (excluding Web.com/Yodle) of 11.1x). BofA Merrill Lynch then applied last twelve months' EBITDA multiples of 9.0x to 12.0x, derived from the selected transactions and based on BofA Merrill Lynch's professional judgment and experience, to the Company's last twelve months' EBITDA, adjusted to exclude stock-based compensation expense and one-time, non-recurring items. Estimated financial data of the selected transactions were based on publicly available information. Estimated financial data of the Company were based on the Company management forecasts. This analysis indicated the following approximate implied per share equity value reference ranges for the Company, as compared to the then-applicable $25.00 per share merger consideration (rounded to the nearest $0.05 per share):

Implied Per Share Equity Value
Reference Range for the Company
  Original Agreement
Merger Consideration
  Merger Agreement
Merger Consideration*
 
$20.75 - $31.05   $ 25.00   $ 28.00 *

*
The Merger Consideration in the Merger Agreement was not presented to the Company Boarrd by BofA Merrill Lynch on June 20, 2018 and is included for reference purposes only.

38


Table of Contents

        No company, business or transaction used in this analysis is identical or directly comparable to the Company or the Merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which the Company and the Merger were compared.

        Discounted Cash Flow Analysis.    BofA Merrill Lynch performed a discounted cash flow analysis of the Company to calculate the estimated present value of the standalone unlevered, after-tax free cash flows (which unlevered free cash flows were calculated based on the tax-effected adjusted earnings before interest, taxes and amortization plus depreciation less capital expenditures, other cash flow and change in net working capital, in each case as set forth in the Company Forecasts (see, as defined in "The Merger—Certain Company Forecasts") and the filings made by the Company with the SEC) that the Company was forecasted to generate from the second fiscal quarter of 2018 through fiscal year 2022, together with the estimated cash flow benefit that the Company was forecasted to realize from certain NOLs from the second fiscal quarter of 2018 through fiscal year 2023, in each case based as set forth in the Company Forecasts (see, as defined in "The Merger—Certain Company Forecasts") and the filings made by the Company with the SEC). BofA Merrill Lynch calculated implied terminal values for the Company based on perpetuity growth rates ranging from 2.5% to 3.0%, which range was selected based on BofA Merrill Lynch's professional judgment and experience. The cash flows and terminal values were then discounted to present value as of March 31, 2018, which present values ranged from approximately $495 million to $514 million in the case of cash flows, and approximately $1.187 billion to $1.736 billion in the case of terminal values, in each case using discount rates ranging from 9.25% to 11.00%, which were based on an estimate of the Company's weighted average cost of capital derived using the capital asset pricing model. These estimates assumed fully diluted shares calculated based on 49.779 million basic shares outstanding, 0.611 million shares of restricted and performance stock units and 5.245 million outstanding options with a weighted average exercise price of $17.58 per share, converted using the Treasury Stock Method), and net debt of $632 million ($17 million of cash and cash equivalents and $649 million of debt). This analysis indicated the following approximate implied per share equity value reference range for the Company as compared to the then - applicable merger consideration (rounded to the nearest $0.05 per share):

Implied Per Share Equity Value
Reference Range for the Company
  Original Agreement
Merger Consideration
  Merger Agreement
Merger Consideration*
 
$21.70 - $32.05   $ 25.00   $ 28.00 *

*
The Merger Consideration in the Merger Agreement was not presented to the Company Board by BofA Merrill Lynch on June 20, 2018 and is included for reference purposes only.

Other Factors

        BofA Merrill Lynch also noted certain additional factors that were not considered part of BofA Merrill Lynch's material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

39


Table of Contents

Miscellaneous

        As noted above, the discussion set forth above in the section titled "Company Financial Analyses" is a summary of the material financial analyses presented by BofA Merrill Lynch to the Company Board in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Merrill Lynch in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that its analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch's analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

        In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company. The estimates of the future performance of the Company in or underlying BofA Merrill Lynch's analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch's analyses. These analyses were prepared solely as part of BofA Merrill Lynch's analysis of the fairness, from a financial point of view, to the holders of the Company Common Stock of the then—applicable merger consideration to be received by such holders and were provided to the Company Board in connection with the delivery of BofA Merrill Lynch's opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch's view of the actual values of the Company.

        The type and amount of consideration payable in the Merger was determined through negotiations between the Company and Parent, rather than by any financial advisor, and was approved by the Company Board. The decisions to enter into the Original Agreement and the Merger Agreement were solely that of the Company Board. As described above, BofA Merrill Lynch's opinion and analyses were only one of many factors considered by the Company Board in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Company Board or management with respect to the Merger or the $25.00 per share merger consideration as of June 20, 2018.

        BofA Merrill Lynch received a fee from the Company of $1.5 million for the delivery of its opinion. The Company has agreed to pay BofA Merrill Lynch a transaction fee of approximately $17.04 million, against which the opinion fee will be credited, upon the consummation of the Merger. The Company also has agreed to reimburse BofA Merrill Lynch for its expenses incurred in connection with BofA Merrill Lynch's engagement and to indemnify BofA Merrill Lynch, any controlling person of BofA Merrill Lynch and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

40


Table of Contents

        BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Merrill Lynch and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, certain of its affiliates, Siris and certain of Siris' affiliates and portfolio companies.

        BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to the Company and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) having acted as financial advisor to the Company in connection with an acquisition transaction, (ii) having acted or acting as a bookrunner and arranger for, and/or as a lender under, certain term loans, letters of credit, credit and leasing facilities and other credit arrangements of the Company and/or certain of its affiliates (including acquisition financing), (iii) having provided or providing certain managed investments services and products to the Company and/or certain of its affiliates and (iv) having provided or providing certain treasury management products and services to the Company and/or certain of its affiliates. In addition, BofA Merrill Lynch and/or certain of its affiliates have maintained, currently are maintaining, and in the future may maintain, significant commercial (including vendor and/or customer) relationships with the Company and/or certain of its affiliates. From June 1, 2016 through May 31, 2018, BofA Merrill Lynch and its affiliates derived aggregate revenues from the Company and certain of its affiliates of approximately $3 million for investment and corporate banking services.

        In addition, BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Siris and certain of its affiliates and portfolio companies and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as a bookrunner for, and/or as a lender under, certain term loans, letters of credit, credit and leasing facilities and other credit arrangements of Siris and/or certain of its affiliates and portfolio companies, (ii) having provided or providing certain managed investments services and products to Siris and/or certain of its affiliates and portfolio companies, (iii) having provided or providing certain derivatives, foreign exchange and other trading services to Siris and/or certain of its affiliates and portfolio companies and (iv) having provided or providing certain treasury management products and services to Siris and/or certain of its affiliates and portfolio companies. In addition, BofA Merrill Lynch and/or certain of its affiliates have maintained, currently are maintaining, and in the future may maintain, significant commercial (including vendor and/or customer) relationships with Siris and/or certain of its affiliates and portfolio companies. From June 1, 2016 through May 31, 2018, BofA Merrill Lynch and its affiliates derived aggregate revenues from Siris and certain of its affiliates and portfolio companies of approximately $9 million for investment and corporate banking services.

Opinion of J. P. Morgan

        Pursuant to an engagement letter dated June 19, 2018, the Company retained J.P. Morgan as its financial advisor in connection with the proposed Merger.

        At the meeting of the Company Board on June 20, 2018, J.P. Morgan rendered its oral opinion to the Company Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the consideration contemplated by the Original Agreement to be paid to the holders of shares of the Company Common Stock in the proposed Merger was fair, from a financial point of view, to such stockholders. J.P. Morgan has confirmed its June 20, 2018 oral opinion by delivering its written

41


Table of Contents

opinion to the Company Board, dated June 20, 2018 that, as of such date, the consideration contemplated by the Original Agreement to be paid to the holders of shares of the Company Common Stock in the Merger was fair, from a financial point of view, to such stockholders.

        The full text of the written opinion of J.P. Morgan dated as of June 20, 2018, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex C to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The Company's stockholders are urged to read the opinion in its entirety. J.P. Morgan's written opinion was addressed to the Company Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger, was directed only to the consideration contemplated by the Original Agreement to be paid to the holders of the Company Common Stock in the Merger and did not address any other aspect of the Merger. In addition, J. P. Morgan expressed no opinion as to the fairness of the Merger Consideration of $28.00 per share of the Company Common Stock contemplated by the Merger Agreement. J.P. Morgan expressed no opinion as to the fairness of the consideration contemplated by the Original Agreement to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the proposed Merger. The issuance of J.P. Morgan's opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the proposed Merger or any other matter.

        In arriving at its opinion, J.P. Morgan, among other things:

        In addition, J.P. Morgan held discussions with certain members of the management of the Company with respect to certain aspects of the Merger, and the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

        In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by the Company or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to its engagement letter with the Company, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of the Company or Parent under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or

42


Table of Contents

derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the Merger and the other transactions contemplated by the Original Agreement will be consummated as described in the Original Agreement. J.P. Morgan also assumed that the representations and warranties made by the Company, Parent and Merger Sub in the Original Agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to the Company with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on the Company or on the contemplated benefits of the Merger.

        J.P. Morgan's opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan's opinion noted that subsequent developments may affect J.P. Morgan's opinion, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan's opinion is limited to the fairness, from a financial point of view, of the consideration contemplated by the Original Agreement to be paid to the holders of shares of the Company Common Stock in the proposed Merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration to be paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the Merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the Merger, or any class of such persons relative to the consideration contemplated by the Original Agreement to be paid to the holders of shares of the Company Common Stock in the Merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which the Company Common Stock will trade at any future time.

        The terms of the Original Agreement and the Merger Agreement were determined through arm's length negotiations between the Company and Parent, and the decisions to enter into the Original Agreement and the Merger Agreement were solely that of the Company Board. J.P. Morgan's opinion and financial analyses were only one of the many factors considered by the Company Board in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Company Board or management with respect to the proposed Merger or the consideration.

        In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the Company Board on June 20, 2018 and contained in the presentation delivered to the Company Board on such date in connection with the rendering of such opinion and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth 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 J.P. Morgan's analyses.

Public Trading Multiples

        Using publicly available information, J.P. Morgan compared selected financial data of the Company with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to the Company. The companies selected by J.P. Morgan were:

43


Table of Contents

        J.P. Morgan calculated and compared various financial multiples and ratios based on public filings with the SEC, equity analyst research reports, FactSet market prices and other publicly available information as of June 19, 2018 for each of the selected companies listed above and as of June 8, 2018 for the Company, the last trading day prior to the filing by Starboard Value LP of a Schedule 13D reporting a 9.4% ownership interest in the Company Common Stock, and in all instances multiples were based on the closing share prices on June 19, 2018 for each of the selected companies listed above and on June 8, 2018 for the Company.

        Using publicly available information, J.P. Morgan calculated, for each selected company, the ratio of such company's firm value to the equity research analyst consensus estimate for such company's Adjusted EBITDA (defined as earnings before interest, taxes, depreciation and amortization, excluding stock-based compensation), for the fiscal year ended December 31, 2018 (the "FV/2018E Adjusted EBITDA") and the ratio of such company's firm value to the equity research analyst consensus estimate for the company's estimated Adjusted EBITDA for the fiscal year ended December 31, 2019 (the "FV/2019E Adjusted EBITDA"). In addition, with respect to the Company, J.P. Morgan also calculated and compared the FV/2018E Adjusted EBITDA and FV/2019E Adjusted EBITDA based on equity research analyst consensus estimates for the Company. The following table represents the results of this analysis for each of the selected companies:

 
  FV/2018E
Adjusted EBITDA(1)
  FV/2019E
Adjusted EBITDA(1)
 

Endurance International Group

    10.4x     9.8x  

GoDaddy Inc. 

    28.4x     23.2x  

United Internet AG

    10.6x     9.8x  

Wix.com Ltd. 

    NM     NM  

Overall mean

    16.5x     14.2x  

Web.com Group

    9.3x     9.0x  

(1)
Multiples greater than 30.0x noted as "NM."

        Based on the results of this analysis and other factors which J.P. Morgan considered appropriate based on its experience and professional judgment, J.P. Morgan selected a multiple reference range of 9.0x - 10.5x for FV/2018E Adjusted EBITDA and a multiple reference range of 8.5x - 10.0x for FV/2019E Adjusted EBITDA.

        After applying these ranges to the Company's estimated Adjusted EBITDA for the fiscal years ended December 31, 2018 and December 31, 2019 based on the Company projections (as defined in the section titled "The Merger—Certain Company Forecasts" beginning on page 49), the analysis indicated the following ranges of implied equity value per share for the Company Common Stock, rounded to the nearest $0.25:

 
  Implied Equity
Value Per Share
 
 
  Low   High  

FV/2018E Adjusted EBITDA

  $ 22.00   $ 27.25  

FV/2019E Adjusted EBITDA

  $ 23.25   $ 29.00  

44


Table of Contents

        The ranges of implied equity value per share were compared to (a) the unaffected closing price per share of the Company Common Stock of $21.05 as of June 8, 2018, and (b) the then - proposed cash consideration of $25.00 per share of the Company Common Stock.

        In addition, using publicly available information, J.P. Morgan calculated, for each selected company, the ratio of such company's firm value to the equity research analyst consensus estimate for such company's unlevered free cash flow ("uFCF") for the fiscal year ended December 31, 2018 (the "FV/2018E uFCF") and the ratio of such company's firm value to the equity research analyst consensus estimate for such company's uFCF for the fiscal year ended December 31, 2019 (the "FV/2019E uFCF"). uFCF is defined as Adjusted EBITDA (before stock based compensation) less capital expenditures. In addition, with respect to the Company, J.P. Morgan also calculated and compared the FV/2018E uFCF and FV/2019E uFCF based on equity research analyst consensus estimates for the Company. The following table represents the results of this analysis:

 
  FV/2018E
uFCF(1)
  FV/2019E
uFCF(1)
 

Endurance International Group

    12.4x     11.6x  

GoDaddy Inc. 

    NM     27.0x  

United Internet AG

    13.1x     12.9x  

Wix.com Ltd. 

    NM     NM  

Overall mean

    12.7x     17.2x  

Web.com Group

    10.4x     10.0x  

(1)
Multiples greater than 30.0x noted as "NM."

        Based on the results of this analysis and other factors which J.P. Morgan considered appropriate based on its experience and professional judgment, J.P. Morgan selected a multiple reference range of 10.0x - 12.5x for FV/2018E uFCF and a multiple reference range of 10.0x - 12.0x for FV/2019E uFCF.

        After applying these ranges to the Company's estimated uFCF for the fiscal years ended December 31, 2018 and December 31, 2019, based on the Company projections (as defined in the section titled "The Merger—Certain Company Forecasts" beginning on page 49), the analysis indicated the following ranges of implied equity value per share ranges for the Company Common Stock, rounded to the nearest $0.25:

 
  Implied Equity
Value Per Share
 
 
  Low   High  

FV/2018E uFCF

  $ 22.50   $ 30.50  

FV/2019E uFCF

  $ 25.50   $ 32.50  

        The ranges of implied equity value per share were compared to (a) the unaffected closing price per share of the Company Common Stock of $21.05 as of June 8, 2018 and (b) the then - proposed cash consideration of $25.00 per share of the Company Common Stock.

        Finally, using publicly available information, J.P. Morgan calculated, for each selected company, the ratio of such company's equity value to the equity research analyst consensus estimate for such company's levered free cash flow ("LFCF") for the fiscal year ended December 31, 2018 (the "EV/2018E LFCF") and the ratio of such company's equity value as of June 19, 2018 to the equity research analyst consensus estimate for such company's LFCF for the fiscal year ended December 31, 2019 (the "EV/2019E LFCF"). LFCF is defined as cash flow from operating activities, less capital expenditures. Equity value is defined as the product of a company's share price and the fully diluted number of outstanding shares of such company. In addition, with respect to the Company, J.P. Morgan also calculated and compared the

45


Table of Contents

EV/2018E LFCF and EV/2019E LFCF based on the Company's equity value and equity research analyst consensus estimates for the Company. The following table represents the results of this analysis:

 
  EV/2018E
LFCF(1)
  EV/2019E
LFCF(1)
 

Endurance International Group

    10.8x     9.0x  

GoDaddy Inc. 

    23.5x     20.8x  

United Internet AG

    19.8x     17.4x  

Wix.com Ltd. 

    NM     NM  

Overall mean

    18.0x     15.7x  

Web.com Group

    8.9x     8.5x  

(1)
Multiples greater than 30.0x noted as "NM."

        Based on the results of this analysis and other factors which J.P. Morgan considered appropriate based on its experience and professional judgment, J.P. Morgan selected a multiple reference range of 8.5x - 15.5x for EV/2018E LFCF and a multiple reference range of 8.5x - 13.5x for EV/2019E LFCF.

        After applying these ranges to the Company's estimated LFCF for the fiscal years ended December 31, 2018 and December 31, 2019 based on the Company projections (as defined in the section titled "The Merger—Certain Company Forecasts" beginning on page 49), the analysis indicated the following ranges of implied equity value per share ranges for the Company Common Stock, rounded to the nearest $0.25:

 
  Implied Equity
Value Per Share
 
 
  Low   High  

EV/2018E LFCF

  $ 21.00   $ 37.00  

EV/2019E LFCF

  $ 26.00   $ 40.50  

        The ranges of implied equity value per share were compared to (a) the unaffected closing price per share of the Company Common Stock of $21.05 as of June 8, 2018, and (b) the then - proposed cash consideration of $25.00 per share of the Company Common Stock.

Selected Transaction Analysis

        Using publicly available information, J.P. Morgan reviewed selected transactions involving businesses that, for purposes of J.P. Morgan's analysis and based on its experience and professional judgment, were considered similar to the Company's business. Specifically, J.P. Morgan reviewed the transactions set forth in the below table involving companies in the domain name registration and web hosting services industry.

        Using publicly available information, J.P. Morgan calculated, for each selected transaction, the ratio of the target company's firm value implied by the consideration paid in such transaction to the target company's Adjusted EBITDA for the twelve full calendar-month period ("LTM") immediately prior to

46


Table of Contents

announcement of the applicable transaction ("FV/LTM Adjusted EBITDA"). The following table represents the results of this analysis for each of the selected transactions:

Target
  Acquiror   Month/Year
Announced
  FV/LTM Adjusted
EBITDA(1)
 

Strato

  United Internet   December 2016     12.4x  

HEG

  GoDaddy   December 2016     12.9x  

1&1 Hosting

  Warburg Pincus   November 2016     12.5x  

Yodle

  Web.com Group   February 2016     NM  

Constant Contact

  Endurance International Group   November 2015     13.3x  

Endurance Group

  Warburg Pincus and Goldman Sachs Capital Partners   November 2011     10.5x  

Network Solutions

  Web.com Group   August 2011     9.2x  

Overall mean(2)

           
11.8x
 

Overall median(2)

            12.5x  

(1)
Multiples exceeding 30.0x noted as "NM."

(2)
Excludes FV/LTM Adjusted EBITDA for Web.com Group's acquisition of Yodle.

        Based on the results of this analysis and other factors which J.P. Morgan considered appropriate based on its experience and professional judgment, J.P. Morgan selected a multiple reference range of 10.0x - 13.0x for FV/LTM Adjusted EBITDA and applied it to the Company's Adjusted EBITDA for the twelve months ended March 31, 2018. This analysis indicated a range of implied equity values per share of the Company Common Stock, rounded to the nearest $0.25, of $24.25 - $34.50, which was compared to (a) the unaffected closing price per share of the Company Common Stock of $21.05 as of June 8, 2018 and (b) the then - proposed cash consideration of $25.00 per share of the Company Common Stock.

Discounted Cash Flow Analysis.

        J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining an implied fully diluted equity value per share for the Company Common Stock. A discounted cash flow analysis is a method of evaluating an asset using estimates of the future unlevered free cash flows generated by the asset and taking into consideration the time value of money with respect to those future cash flows by calculating their "present value." The "unlevered free cash flows," for purposes of the discounted cash flow analysis, refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. "Present value" refers to the current value of the future cash flows generated by the asset, and is obtained by discounting those cash flows back to the present using a discount rate that takes into account macro-economic assumptions and estimates of risk, the cost of capital and other appropriate factors. "Terminal value" refers to the present value of all future cash flows generated by the asset for periods beyond the projections period.

        J.P. Morgan calculated the present value of the future standalone unlevered, after-tax free cash flows that the Company was forecasted to generate from the second fiscal quarter of 2018 through fiscal year 2022 based upon the Company projections. J.P. Morgan also calculated a range of terminal values for the Company at the end of the five-year period ended 2022 by applying a terminal growth rate ranging from 1.5% to 2.5% (which range was developed with, and reviewed and approved by, the management of the Company) to the unlevered free cash flows of the Company during the final year of the projections. The unlevered free cash flows and the range of terminal values were then discounted to present values as of March 31, 2018 using a range of discount rates from 8.75% to 10.75%. The discount rate range was selected by J.P. Morgan based on J.P. Morgan's analysis of the weighted average cost of capital for the Company derived using the capital asset pricing model. The present values were then adjusted to take into account the present value of certain of the Company's tax attributes as well as the Company's net debt of

47


Table of Contents

$649 million ($10 million of cash and cash equivalents and $659 million of debt) as of March 31, 2018 to derive implied equity values for the Company. The implied equity values per share assumed fully diluted shares calculated based on 49.779 million basic shares outstanding, 0.611 million shares of restricted and performance stock units and 5.245 million outstanding options (with a weighted average exercise price of $17.58, converted using the Treasury Stock Method).

        Based on the foregoing, this analysis indicated a range of implied equity values per share of the Company Common Stock, rounded to the nearest $0.25, of $19.25 - $31.75, which was compared to (a) the unaffected closing price per share of the Company Common Stock of $21.05 as of June 8, 2018 and (b) the then - proposed cash consideration of $25.00 per share of the Company Common Stock.

Other Information

        52-Week Historical Trading Range.    For reference only and not as a component of its fairness analysis, J.P. Morgan reviewed the trading range for the Company Common Stock for the 52-week period ended June 8, 2018, which was $17.35 per share to $25.95 per share, and compared that range to (a) the unaffected closing price per share of the Company Common Stock of $21.05 as of June 8, 2018, and (b) the proposed cash consideration of $25.00 per share of the Company Common Stock.

        Analyst Price Target.    For reference only and not as a component of its fairness analysis, J.P. Morgan reviewed certain publicly available equity research analyst price targets for the Company Common Stock available as of June 8, 2018, and noted that the range of such price targets was $18.00 per share to $28.00 per share, and compared that range to (a) the unaffected closing price per share of the Company Common Stock of $21.05 as of June 8, 2018 and (b) the proposed cash consideration of $25.00 per share of the Company Common Stock.

        Miscellaneous.    The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of the Company. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

        Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan's analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to the Company, and none of the selected transactions reviewed was identical to the Merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan's analysis, may be considered similar to those of the Company. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan's analysis, may be considered similar to the Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and

48


Table of Contents

operational characteristics of the companies involved and other factors that could affect the companies compared to the Company and the transactions compared to the Merger.

        As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise the Company with respect to the Merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with the Company and the industries in which it operates.

        J.P. Morgan received a fee from the Company of $1.5 million for the delivery of its opinion. The Company has agreed to pay J.P. Morgan a transaction fee of approximately $11.85 million, against which the opinion fee will be credited, upon the consummation of the Merger. In addition, the Company has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan's engagement. During the two years preceding the date of J.P. Morgan's opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with the Company and Siris for which J.P. Morgan and such affiliates have received or may receive customary compensation. Such services during such period have included acting as lead arranger and bookrunner on the Company's facilities which closed in April 2018, joint lead arranger and joint bookrunner on the Company's facilities which closed in May 2017, and joint lead arranger and bookrunner on the credit facility of an affiliate of Siris which closed in May 2018. In addition, J.P. Morgan's commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of the Company, for which J.P. Morgan receives customary compensation or other financial benefits. In addition, J.P. Morgan and its affiliates held, on a proprietary basis, less than 2% of the outstanding Company Common Stock. During the two year period preceding delivery of its opinion, the aggregate fees received by J.P. Morgan from the Company were approximately $960,000 and from Siris, including fees received after the issuance of J.P. Morgan's opinion, were approximately $915,000. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.

Certain Company Forecasts

        The Company's senior management prepares projections of the Company's expected financial performance as part of its ongoing management of the business. Other than guidance in connection with its regularly-scheduled earnings calls, as a matter of course, these projections are not publicly disclosed due to the inherent unpredictability of the underlying assumptions and estimates. However, the Company is including certain unaudited prospective financial information, which we refer to as the "Company Forecasts," in this proxy statement to provide stockholders access to a summary of certain nonpublic unaudited prospective financial information that was made available to the Company Board in connection with its consideration of the Merger, and was also provided by the Company's senior management to BofA Merrill Lynch and J.P. Morgan in connection with the rendering of their respective opinions to the Company Board and performing their related financial analyses.

        At the direction of the Company Board, each of BofA Merrill Lynch and J.P. Morgan used and relied upon the Company Forecasts in connection with performing its respective financial analyses and for purposes of rendering its respective opinion, as summarized in the sections of this proxy statement titled "The Merger—Opinions of Web.com's Financial Advisors—Opinion of BofA Merrill Lynch" and "The Merger—Opinions of Web.com's Financial Advisors—Opinion of J.P. Morgan Securities LLC" of this proxy statement. The Company Forecasts were not prepared with a view toward public disclosure and reflect

49


Table of Contents

subjective judgment in many respects and, therefore, are susceptible to multiple interpretations and frequent revisions based on actual results and business developments.

        The Company's internal financial forecasts, like the Company Forecasts, and the assumptions upon which the Company Forecasts were based, are subjective in many respects and thus subject to interpretation. Although presented with numerical specificity, the Company Forecasts are forward-looking statements and are based upon a variety of estimates and numerous assumptions made by the Company's senior management with respect to, among other matters, industry performance, general business, economic, market and financial conditions and other matters, including the factors described under the section titled "Cautionary Statement Regarding Forward-Looking Statements" of this proxy statement and other risk factors described in the Company's filings with the SEC, many of which are difficult to predict, are inherently uncertain, are beyond the Company's control, are subject to significant economic and competitive uncertainties and may not reflect current prospects for the Company's business, changes in general business, economic, market and financial conditions and other matters, transactions or events that have occurred or that may occur and that were not anticipated when the Company Forecasts were prepared. In addition, since the Company Forecasts cover multiple years, such information by its nature becomes less reliable with each successive year. As a result, there can be no assurance that the estimates and assumptions made in preparing the Company Forecasts will prove accurate, that the projected results will be realized or that actual results will not be significantly higher or lower than projected. In addition, the Company Forecasts do not take into account the Merger or any of the transactions contemplated by the Merger Agreement, including the Merger, that might also cause actual results to differ materially. The Company's stockholders are urged to review the Company's filings with the SEC for a description of the Company's actual reported results of operations and financial condition.

        The Company Forecasts are not intended to comply with, and include financial metrics that were not prepared in accordance with, GAAP, the published guidelines of the SEC regarding financial projections and the use of non-GAAP measures or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections and forecasts. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled measures used by other companies. Neither Ernst & Young, LLP, the Company's independent registered public accounting firm, nor any other independent registered public accounting firm has examined, compiled or performed any procedures with respect to the Company Forecasts, and, accordingly, neither Ernst & Young, LLP nor any other public accounting firm expresses an opinion or any other form of assurance with respect to the Company Forecasts. Reports by Ernst & Young, LLP incorporated by reference into this proxy statement relate solely to the Company's historical financial information. They do not extend to the prospective financial information and should not be read to do so.

        Relative to each of the non-GAAP measures Web.com presents:

50


Table of Contents

        No one has made or makes any representation regarding the information included in the Company Forecasts. Stockholders and other readers of this proxy statement are cautioned not to rely unduly, if at all, on the Company Forecasts. Some or all of the assumptions that have been made regarding, among other things, the timing of certain occurrences or effects, may have changed since the date the Company Forecasts were prepared. The Company has not updated or otherwise revised, and does not intend to update or otherwise revise, the Company Forecasts to reflect circumstances existing after the date when prepared or to reflect the occurrence or non-occurrence of events after the date when prepared, even if any or all of the assumptions on which the Company Forecasts were based are shown to be inaccurate. Subject to the foregoing qualifications, set forth below is a summary of the Company Forecasts.

Company Forecasts

 
  For the Fiscal Year Ended December 31,  
 
  2018E   2019E   2020E   2021E   2022E  
 
  ($ in thousands)
 

Retail

  $ 486,745   $ 484,688   $ 480,548   $ 476,343   $ 472,229  

Premium Services

    184,690     212,401     234,861     259,415     286,213  

Web Brand Networks

    84,253     99,227     113,788     130,245     148,989  

GAAP Revenue

  $ 755,688   $ 796,316   $ 829,197   $ 866,002   $ 907,431  

Non GAAP Revenue

  $ 759,288   $ 798,181   $ 830,413   $ 866,568   $ 907,762  

Adjusted EBITDA

  $ 196,593   $ 216,001   $ 228,688   $ 242,744   $ 254,334  

Free Cash Flow

  $ 127,246   $ 160,189   $ 160,060   $ 167,046   $ 168,535  

51


Table of Contents

Reconciliation of GAAP to Non GAAP Results

 
  For the Fiscal Year Ended December 31,  
 
  2018E   2019E   2020E   2021E   2022E  
 
  ($ in thousands)
 

Reconciliation of GAAP Revenue to non-GAAP revenue

                               

GAAP Revenue

  $ 755,688   $ 796,316   $ 829,197   $ 866,002   $ 907,431  

Fair Value Adjustment to deferred revenue

    3,600     1,865     1,216     566     332  

Non-GAAP Revenue

  $ 759,288   $ 798,181   $ 830,413   $ 866,568   $ 907,762  

Reconciliation of GAAP net income to adjusted EBITDA

                               

GAAP net income

  $ 48,620   $ 79,820   $ 98,104   $ 111,025   $ 126,479  

Depreciation and amortization

    65,386     61,196     55,841     55,317     46,793  

Loss on sale of assets

                     

Asset impairment

    93                  

Stock based compensation

    21,083     20,964     21,561     22,352     23,412  

Restructuring charges

    5,178                  

Corporate development

    230                  

Fair value adjustment to deferred revenue          

    3,600     1,865     1,216     566     332  

Fair value adjustment to deferred expense

    87     50     29     17     10  

Interest expense, net

    31,929     25,868     19,237     16,458     15,150  

Income tax (benefit) expense

    20,387     26,238     32,701     37,008     42,160  

Adjusted EBITDA

  $ 196,593   $ 216,001   $ 228,688   $ 242,744   $ 254,334  

Reconciliation of net cash provided by operating activities to free cash flow

   
 
   
 
   
 
   
 
   
 
 

Net cash provided by operating activities

  $ 144,424   $ 180,244   $ 180,790   $ 188,696   $ 191,221  

Capital expenditures

    (17,178 )   (20,054 )   (20,730 )   (21,650 )   (22,686 )

Free cash flow

  $ 127,246   $ 160,189   $ 160,060   $ 167,046   $ 168,535  

Net cash used in investing activities

  $ (17,196 ) $ (20,054 ) $ (20,730 ) $ (21,650 ) $ (22,686 )

Net cash used in financing activities

  $ (132,748 ) $ (155,000 ) $ (52,561 ) $ (20,976 ) $ (20,600 )

Note: Numbers may not add due to rounding.

Vote Required and Recommendation of the Company Board

        On August 5, 2018, the Company Board duly approved the Merger Agreement, the Merger and the other transactions contemplated thereby, determined that it was advisable and in the best interests of Web.com and its stockholders that Web.com enter into the Merger Agreement and consummate the Merger on the terms and subject to the conditions set forth in the Merger Agreement, directed that the Merger Agreement be submitted to a vote for adoption at the Special Meeting, and recommended that our stockholders adopt the Merger Agreement and thereby approve the Merger.

        Adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock at the close of business on the record date. Abstentions and broker non-votes, if any, will have the same effect as "against" votes with respect to the Merger Proposal.

The Company Board unanimously recommends that the Web.com stockholders
vote "FOR" the Merger Proposal.

52


Table of Contents

Interests of Our Directors and Executive Officers in the Merger

        In considering the recommendation of the Company Board in favor of the Merger, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders generally. The Company Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the Merger. Stockholders should take these benefits into account in deciding whether to vote for adoption of the Merger Agreement and thereby approve the Merger.

Outstanding Shares Held by Executive Officers and Directors

        Each share of the Company Common Stock outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares held by the Company, Parent, Merger Sub, or any direct or indirect wholly-owned subsidiary of either the Company or Parent) will be canceled and retired and shall cease to exist and shall thereafter represent only the right to receive from Parent the Merger Consideration per share of $28.00 in cash, without interest, less any applicable withholding taxes.

        Directors and executive officers will receive the same cash consideration for any shares of Web.com stock on the same terms and conditions as the other stockholders of Web.com. As of August 30, 2018, the executive officers and directors of Web.com beneficially owned, in the aggregate, 1,568,169 shares of the Company Common Stock outstanding. This number excludes (i) shares of the Company Common Stock that are restricted stock (as defined below), and (ii) shares of the Company Common Stock issuable upon the exercise of Web.com stock options and the vesting of Web.com restricted stock units.

        The following table sets forth (i) the number of shares of the Company Common Stock beneficially owned and outstanding as of August 30, 2018, by each of our executive officers and directors and (ii) the aggregate Merger Consideration that would be payable for such shares. This table excludes shares of restricted stock, and shares issuable pursuant to stock options and restricted stock units, which are discussed under "Conversion of Web.com Equity Awards to Merger Consideration" below.

Name
  Number of Outstanding
Shares Beneficially
Owned(1)
  Merger Consideration
for Outstanding
Shares Beneficially
Owned(1)
 

Executive Officers

             

David L. Brown*

    1,147,646   $ 32,134,088  

Kevin M. Carney

    74,703     2,091,684  

Roseann Duran

    36,939     1,034,292  

Jennifer Lada

    703     19,684  

Directors

   
 
   
 
 

Timothy P. Cost

    34,037     953,036  

Hugh M. Durden

    56,272     1,575,616  

Philip J. Facchina

    82,249     2,302,972  

John Giuliani

    15,000     420,000  

Timothy I. Maudlin

    56,583     1,584,324  

Robert S. McCoy, Jr. 

    64,037     1,793,036  

Deborah H. Quazzo

    0     0  

All of our current directors and executive officers as a group (11 persons)

    1,568,169   $ 43,908,732  

*
Mr. Brown is also a director.

(1)
Excludes outstanding shares of restricted stock, as well as stock options and restricted stock units, which are reported below.

53


Table of Contents

Conversion of Web.com Equity Awards to Merger Consideration

        As described above:

54


Table of Contents

        The tables below sets forth, for each of our executive officers and directors holding Company stock options that have an exercise price less than $28.00 per share, restricted stock or restricted stock units as of August 30, 2018, (i) the aggregate number of shares subject to such stock options, restricted stock and restricted stock units (whether subject to performance-based or time-based vesting), (ii) the weighted average exercise price of such stock options, (iii) the value of such stock options, restricted stock and restricted stock units on a pre-tax basis, calculated by (a) in the case of stock options, multiplying the excess of the $28.00 over the respective per share exercise prices of the applicable stock option by the number of shares subject to such stock options and (b) in the case of restricted stock and restricted stock units, multiplying $28.00, the Merger Consideration, by the number of shares subject to such restricted stock and restricted stock units.


Stock Options

 
  Vested Options   Unvested Options    
 
Name
  Number of
Shares
Underlying
Vested
Options
  Weighted
Average
Exercise
Price Per
Share
  Spread Value
of Vested
Options
  Number of
Shares
Underlying
Unvested
Options
  Weighted-
Average
Exercise
Price Per
Share
  Spread Value
of Unvested
Options
  Total Option
Spread
Value
 

Executive Officers

                                           

David L. Brown

    632,448   $ 11.75   $ 10,279,344     -0-     -0-     -0-   $ 10,279,344  

Kevin M. Carney

    150,612   $ 13.88     2,126,984     -0-     -0-     -0-     2,126,984  

Roseann Duran

    57,905   $ 14.17     800,667     -0-     -0-     -0-     800,667  

Jennifer Lada

    -0-     -0-     -0-     -0-     -0-     -0-     -0-  

Directors

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Timothy P. Cost

    25,000   $ 17.87     253,250     -0-     -0-     -0-     253,250  

Hugh M. Durden

    40,157   $ 8.60     779,015     -0-     -0-     -0-     779,015  

Philip J. Facchina

    66,000   $ 13.17     978,693     -0-     -0-     -0-     978,693  

John Giuliani

    -0-     -0-     -0-     -0-     -0-     -0-     -0-  

Timothy I. Maudlin

    92,750   $ 12.15     1,470,256     -0-     -0-     -0-     1,470,256  

Robert S. McCoy, Jr. 

    62,750   $ 13.08     935,996     -0-     -0-     -0-     935,996  

Deborah H. Quazzo

    66,000   $ 13.72     942,193     -0-     -0-     -0-     942,193  

All of our current directors and executive officers as a group (11 persons)

    1,193,622         $ 18,566,398     -0-     -0-     -0-   $ 18,566,398  

55


Table of Contents


Restricted Stock and Restricted Stock Units

Name
  Number of Shares of
the Company
Common Stock
Subject to
Restricted Stock/
Restricted Stock
Units Held (#)
  Value of Shares of
the Company
Common Stock
Subject to
Restricted Stock/
Restricted Stock
Units Held ($)
 

Executive Officers

             

David L. Brown

    450,001   $ 12,600,028  

Kevin M. Carney

    32,500     910,000  

Roseann Duran

    66,875     1,872,500  

Jennifer Lada

    58,000     1,624,000  

Directors

   
 
   
 
 

Timothy P. Cost

    9,726   $ 272,328  

Hugh M. Durden

    39,726     1,112,328  

Philip J. Facchina

    9,726     272,328  

John Giuliani

    9,726     272,328  

Timothy I. Maudlin

    41,781     1,169,868  

Robert S. McCoy, Jr. 

    39,726     1,112,328  

Deborah H. Quazzo

    9,726     272,328  

All of our current directors and executive officers as a group (11) persons)

    767,513   $ 21,490,364  

        Since July 7, 2018 (the period commencing 60 days prior to the filing of this proxy statement), except for 41,727 shares sold by Mr. Giuliani, 13,704 shares gifted to non-profit entities as well as 14,033 shares sold by Ms. Quazzo, and 12,000 shares gifted by Ms. Duran to non-profit entities, none of our current executive officers or directors have sold shares of the Company Common Stock received upon exercise of Web.com stock options or vesting of Web.com restricted stock units. Our executive officers and directors may exercise their stock options prior to the Merger to the extent such stock options are vested in accordance with their terms.

Employment Agreements and Severance Plan

        As described in more detail below, each of the executive officers is eligible to receive certain payments and benefits either under the terms of an employment agreement (in the case of Mr. Brown and Mr. Carney) or under the terms of the Company's Executive Severance Benefit Plan, as amended and restated effective as of March 7, 2011 (the "Severance Plan"), in the case of Ms. Duran and Ms. Lada. The Merger will constitute a "change of control" for purposes of each of these arrangements.

David Brown

        Upon a change of control, Mr. Brown is entitled to receive the following benefits, subject to Mr. Brown's execution of an effective release of claims in favor of the Company (which release will contain a confidentiality covenant, and a covenant not to, for two years following termination of employment, compete with the Company or solicit employees or customers of the Company): (a) a lump sum payment in an amount equal to eighteen (18) months of Mr. Brown's current base salary plus 150% of the greater of his target bonus for the year in which the transaction occurs or the prior year's target bonus actually earned by Mr. Brown, subject to withholdings and deductions, and (b) full vesting of his equity awards. Pursuant to his employment agreement, Mr. Brown is entitled to receive a gross-up payment with respect to excise taxes owed due to the application of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the "Code") in connection with such chance of control payments, up to a maximum of $1,000,000, but it is not anticipated that such a payment will be made in connection with the Merger,

56


Table of Contents

because the value of his benefits and payments do not exceed the relevant limits in the Code that would trigger a gross-up payment. Aside from the obligation to pay such benefits, his employment agreement otherwise terminates automatically upon a change of control and no severance would be owed in connection with a subsequent termination.

Kevin Carney

        Pursuant to the terms of Mr. Carney's employment agreement, if Mr. Carney is terminated without cause or resigns for good reason (each as defined in his amended and restated employment agreement), he will be entitled to the following, subject to his execution of an effective release of claims in favor of the Company (which release will contain a confidentiality covenant, and a covenant not to, for two years following termination of employment, compete with the Company or solicit employees or customers of the Company): (a) a lump sum severance payment equal to 12 months of Mr. Carney's then-current base salary plus 100% of the greater of (i) his target bonus for the year in which the transaction occurs or (ii) the prior year's target bonus actually earned by Mr. Carney, subject to withholdings and deductions; and (b) if Mr. Carney timely elects COBRA health insurance coverage, reimbursement by the Company of Mr. Carney's COBRA premiums for up to 12 months following the date his employment terminates. The treatment of Mr. Carney's equity awards will be as set forth above in "Conversion of Web.com Equity Awards to Merger Consideration."

Roseann Duran and Jennifer Lada

        Ms. Duran and Ms. Lada participate in the Severance Plan of the Company, the terms of which are described below.

Executive Severance Benefit Plan

        The Severance Plan covers certain officers (other than Messrs. Brown and Carney), and other key employees as designated by the Company Board. Pursuant to the terms of the Severance Plan, if the participant is terminated without cause or resigns for good reason (each as defined in the plan), and such termination constitutes a separation from service for purposes of Section 409A of the Code, he or she will be entitled to the following, subject to the execution of an effective release of claims in favor of the Company (which release will contain a confidentiality covenant, and a covenant not to, for two years following termination of employment, compete with the Company or solicit employees or customers of the Company): (a) a lump sum severance payment equal to six months of the participant's then-current base salary plus 50% of the greater of (i) the participant's target bonus for the year in which the transaction occurs or (ii) the prior year's target bonus actually earned by the participant, subject to withholdings and deductions; and (b) if the participant timely elects COBRA health insurance coverage, reimbursement by the Company of the participant's COBRA premiums for up to 6 months following the date the participant's employment terminates.

        The Severance Plan provides for certain equity vesting benefits upon such a termination (six months of vesting and an extended period of exercisability if the termination is prior to a change of control or more than 18 months after a change of control, and the greater of six months of vesting and vesting of 50% of the unvested awards if the termination occurs within 18 months following a change of control). However, the treatment of equity awards as set forth above in "Conversion of Web.com Equity Awards to Merger Consideration" (that is, full vesting followed by cash payouts) will apply instead upon the Merger.

57


Table of Contents

Potential for Future Arrangements

        The Company is permitted under the Merger Agreement to establish a cash incentive bonus program in an aggregate amount not to exceed $1.5 million, pursuant to which the Company may, in its sole discretion, award eligible Company employees, including executive officers, who continue to be employed by the Company as of the closing of the Merger, cash bonuses payable upon the closing; unless the Parent establishes, no later than ten (10) business days prior to the closing, a cash incentive bonus plan, reasonably acceptable to the Company, to be effective following the Closing, that provides for aggregate cash payments of at least $1.5 million to continuing Company employees, to be paid on or before the later of (a) 3 months after the closing and (b) when Company-wide annual bonuses for 2018 are customarily paid. At the present time, the Company has not established such a cash incentive bonus program.

        In connection with Ms. Lada, to the extent payments are made to her that are required or permitted to be paid to her pursuant to the Severance Plan in connection with the consummation of the Merger (including in connection with a qualifying termination of employment following the consummation of the Merger), including with respect to the equity awards that are held by her as of the date of the Merger Agreement, and such payments would result in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code to her, then the Company may, under the Merger Agreement, make a "gross-up" payment to her on account of such taxes; provided, however, that such gross-up payments may not exceed (x) $525,000 assuming that Ms. Lada is not subject to a qualifying termination, or (y) $635,000, assuming that Ms. Lada is subject to a qualifying termination. Subject to the foregoing assumptions, the Company currently estimates such excess parachute payments would be approximately (x) $992,986, plus excise taxes of approximately $198,597 assuming that Ms. Lada is not subject to a qualifying termination, or (y) $1,226,986, plus excise taxes of approximately $245,397, assuming that Ms. Lada is subject to a qualifying termination.

        To our knowledge, except for certain agreements described in this proxy statement between Web.com and its executive officers and directors, no other employment, equity contribution or other agreement, arrangement or understanding between any executive officer or director of Web.com, on the one hand, and Parent or its affiliates, on the other hand, existed as of the date of this proxy statement, and the Merger is not conditioned upon any executive officer or director of Web.com entering into any such agreement, arrangement or understanding.

        Although such arrangements have not, to our knowledge, been discussed as of the date of this proxy statement, it is possible that members of our current management team will enter into new employment or consulting arrangements with Parent or its affiliates. Any such arrangements with the existing management team are currently expected to be entered into after the completion of the Merger and will not become effective until after the Merger is completed, if at all. There can be no assurance that the applicable parties will reach an agreement on any terms, or at all.

Appraisal Rights

        If the Merger is completed, holders of the Company Common Stock will be entitled to appraisal rights under Section 262 of the Delaware General Corporation Law ("Section 262"), provided that they comply with the conditions established by Section 262.

        The discussion below is not a complete summary regarding your appraisal rights under Delaware law and is qualified in its entirety by reference to the text of the relevant provisions of Delaware law, which are attached to this proxy statement as Annex D. Stockholders intending to exercise appraisal rights should carefully review Annex D. Failure to follow precisely any of the statutory procedures set forth in Annex D may result in a termination or waiver of these rights.

58


Table of Contents

        A record holder of shares of the Company Common Stock who makes the demand described below with respect to such shares, who continuously is the record holder of such shares through the completion of the Merger, who otherwise complies with the statutory requirements of Section 262 and who neither votes in favor of the adoption of the Merger Agreement nor consents thereto in writing will be entitled to an appraisal by the Delaware Court of Chancery (the "Delaware Court") of the fair value of his or her shares of the Company Common Stock. All references in this summary of appraisal rights to a "stockholder" or "holders of shares of the Company Common Stock" are to the record holder or holders of shares of the Company Common Stock. Except as set forth herein, stockholders of Web.com will not be entitled to appraisal rights in connection with the Merger.

        Under Section 262, where a Merger is to be submitted for adoption at a meeting of stockholders, such as the Special Meeting, not less than 20 days prior to the meeting a constituent corporation must notify each of the holders of its stock for whom appraisal rights are available that such appraisal rights are available and include in each such notice a copy of Section 262. This proxy statement shall constitute such notice to the record holders of the Company Common Stock.

        Stockholders who desire to exercise their appraisal rights must satisfy all of the conditions of Section 262. Those conditions include the following:

        Within ten days after the completion of the Merger, the surviving corporation must provide notice of the completion of the Merger to all of our stockholders who have complied with Section 262 and have not voted for the adoption of the Merger Agreement.

59


Table of Contents

        Within 120 days after the completion of the Merger, either the surviving corporation or any stockholder who has complied with the required conditions of Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court, with a copy served on the surviving corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares of all dissenting stockholders. The surviving corporation has no obligation to file such an appraisal petition, no present intent to file such a petition and stockholders seeking to exercise appraisal rights should not assume that the surviving corporation will file such a petition or that the surviving corporation will initiate any negotiations with respect to the fair value of such shares. Accordingly, holders of the Company Common Stock who desire to have their shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262.

        Within 120 days after the completion of the Merger, any stockholder who has satisfied the requirements of Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares of the Company Common Stock not voting in favor of the adoption of the Merger Agreement and with respect to which demands for appraisal were received by Web.com or the surviving corporation and the number of holders of such shares. Such statement must be mailed within 10 days after the stockholders' request has been received by the surviving corporation or within 10 days after the expiration of the period for the delivery of demands as described above, whichever is later. Notwithstanding the foregoing, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition or request from the surviving corporation the statement described in this paragraph.

        If a petition for an appraisal is timely filed, at the hearing on such petition, the Delaware Court will determine which stockholders are entitled to appraisal rights. The Delaware Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Delaware Court may dismiss the proceedings as to such stockholder. Under Section 262, the Delaware Court shall also dismiss the proceedings as to all stockholders who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the Company Common Stock eligible for appraisal or (2) the value of the consideration provided in the Merger or consolidation for such total number of shares exceeds $1 million. Where proceedings are not dismissed, the Delaware Court will appraise the shares of the Company Common Stock owned by such stockholders, determining the fair value of such shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. However, at any time before the entry of judgment in the proceedings, Web.com may pay to each stockholder entitled to appraisal an amount of cash, in which case interest will accrue after such entry of judgment only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court and (2) interest theretofore accrued, unless paid at that time. Web.com is under no obligation to make such voluntary cash payment prior to such entry of judgment.

        Although we believe that the $28.00 per share cash consideration payable in the Merger is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the consideration they would receive pursuant to the Merger Agreement. Moreover, we do not anticipate that the surviving corporation will offer more than the $28.00 per share cash consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the "fair value" of a share of Company Common Stock is less than the $28.00 per share Merger Consideration. In determining "fair value", the Delaware Court is required to take into account all relevant factors. The Delaware Supreme Court has stated that "proof of value by any techniques or methods which are generally considered acceptable in the

60


Table of Contents

financial community and otherwise admissible in court" should be considered and that "fair price obviously requires consideration of all relevant factors involving the value of a company." The Delaware Supreme Court has stated that in making this determination of fair value the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be exclusive of any element of value arising from the accomplishment or expectation of the Merger. The Delaware Supreme Court has stated that such exclusion is a narrow exclusion that does not encompass known elements of value, but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. The Delaware Supreme Court has construed Section 262 to mean that elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.

        The cost of the appraisal proceeding may be determined by the Delaware Court and taxed against the parties as the Delaware Court deems equitable in the circumstances. However, costs do not include attorneys' and expert witness fees. Each dissenting stockholder is responsible for his or her attorneys' and expert witness expenses, although, upon application of a dissenting stockholder, the Delaware Court may order that all or a portion of the expenses incurred by any dissenting stockholder in connection with the appraisal proceeding, including without limitation, reasonable attorneys' fees and the fees and expenses of experts, be charged pro rata against the value of all shares of stock entitled to appraisal.

        Any stockholder who has duly demanded appraisal in compliance with Section 262 will not, after the completion of the Merger, be entitled to vote for any purpose any shares subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to stockholders of record at a date prior to the completion of the Merger.

        At any time within 60 days after the completion of the Merger, any stockholder will have the right to withdraw his demand for appraisal and to accept the $28.00 per share cash consideration offered in the Merger Agreement. After this period, a stockholder may withdraw his, her or its demand for appraisal and receive payment for his, her or its shares as provided in the Merger Agreement only with the consent of the surviving corporation. If no petition for appraisal is filed with the court within 120 days after the completion of the Merger, stockholders' rights to appraisal (if available) will cease. Inasmuch as the surviving corporation will have no obligation to file such a petition, any stockholder who desires a petition to be filed is advised to file it on a timely basis. Any stockholder may withdraw such stockholder's demand for appraisal by delivering to the surviving corporation a written withdrawal of his or her demand for appraisal and acceptance of the Merger Consideration, except (i) that any such attempt to withdraw made more than 60 days after the completion of the Merger will require written approval of the surviving corporation and (ii) that no appraisal proceeding in the Delaware Court shall be dismissed as to any stockholder without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just; provided, however, that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the Merger within 60 days after the effective date of the Merger, as set forth in the relevant provisions of Section 262.

        Failure by any Web.com stockholder to comply fully with the procedures described above and set forth in Annex D to this proxy statement may result in termination of such stockholder's appraisal rights. In view of the complexity of exercising your appraisal rights under Delaware law, if you are considering exercising these rights you should consult with your legal counsel.

Delisting and Deregistration of Our Common Stock

        If the Merger is completed, the Company Common Stock will be delisted from The Nasdaq Global Select Market and will be deregistered under the Securities Exchange Act of 1934.

61


Table of Contents

Certain Material U.S. Federal Income Tax Consequences of the Merger

        The following summary is a general discussion of certain material U.S. federal income tax consequences to our stockholders who are U.S. persons (as defined below) whose common stock is converted into cash in the Merger assuming the Merger is consummated as contemplated herein. This summary is based on the current provisions of the Code, applicable Treasury Regulations, judicial authority, and administrative rulings, each as in effect as of the date hereof. These laws and authorities are subject to differing interpretations or to change, possibly with retroactive effect. Any such change could alter the tax consequences to our stockholders as described herein. The tax treatment of the Merger to our stockholders will vary depending on their particular situations.

        This summary is for the general information of our stockholders only and does not purport to be a complete analysis of all potential tax effects of the Merger. Accordingly, our stockholders should consult their own tax advisors with respect to the particular tax consequences to them of the Merger, including applicable federal state, local and non-U.S. tax consequences. For example, this summary does not consider the effect of (i) any U.S. federal non-income tax laws, (ii) any applicable state, local, or non-U.S. tax laws, or (iii) the Medicare contribution tax on net investment income or the alternative minimum tax. In addition, this discussion does not address the tax consequences of transactions effectuated prior to, concurrently with, or after the completion of the Merger (whether or not such transactions occur in connection with the Merger), including, without limitation, any transaction involving the acquisition or disposition of shares of the Company Common Stock other than pursuant to the Merger, or the tax consequences to holders of options, warrants or similar rights to acquire the Company Common Stock issued by Web.com which are assumed, replaced, exercised, or converted, as the case may be, in connection with the Merger. In addition, it does not address all aspects of U.S. federal income taxation that may affect particular Web.com stockholders in light of their particular circumstances or to stockholders who are subject to special tax rules, including, without limitation, stockholders who, for U.S. federal income tax purposes:

62


Table of Contents

        For purposes of this discussion, a "U.S. person" is a beneficial owner of the Company Common Stock that is:

        IN VIEW OF THE FOREGOING AND BECAUSE THE FOLLOWING DISCUSSION IS INTENDED AS A GENERAL SUMMARY ONLY, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES, INCLUDING THE APPLICABLE FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES, AND ANY TAX REPORTING REQUIREMENTS OF THE MERGER AND RELATED TRANSACTIONS IN LIGHT OF SUCH STOCKHOLDER'S OWN TAX SITUATION.

In General

        The conversion of the Company Common Stock into cash in the Merger will be a taxable transaction. Generally, this means that our stockholders will recognize gain or loss equal to the difference between (1) the amount of cash they receive in the Merger, and (2) their adjusted tax basis in their Company Common Stock. For this purpose, Web.com stockholders who acquired different blocks of shares of the Company Common Stock at different times for different prices must calculate gain or loss separately for each identifiable block of shares of the Company Common Stock surrendered in the exchange.

        Subject to various exceptions, a stockholder's gain or loss on the disposition of the Company Common Stock will be characterized as capital gain or loss and will generally be long-term capital gain or loss if the stockholder has held such stockholder's Company Common Stock for more than one year as of the Effective Time. If a stockholder's holding period for any Company Common Stock is one year or less at the Effective Time, any gain or loss with respect to such Company Common Stock will be treated as short-term capital gain or loss. Long-term capital gains recognized by certain non-corporate stockholders generally are currently taxable at preferential rates relative to the rates applicable to other forms of income. Capital losses are subject to limitations on deductibility.

Appraisal or Dissenter's Rights

        A Web.com stockholder who exercises appraisal or dissenters' rights for such stockholder's Company Common Stock with respect to the Merger and receives payment for such stock in cash will generally recognize capital gain or loss, measured by the difference between the cash received and such stockholder's tax basis in its Company Common Stock. Stockholders who exercise appraisal or dissenters' rights are urged to consult their own tax advisors. Interest, if any, awarded in an appraisal proceeding by a

63


Table of Contents

court would be included in such stockholder's income as ordinary income for U.S. federal income tax purposes.

Backup Withholding and Information Reporting

        A Web.com stockholder may be subject to backup withholding with respect to certain reportable payments, including taxable proceeds received in exchange for the stockholder's shares of the Company Common Stock in the Merger. Backup withholding will generally not apply, however, to a Web.com stockholder who furnishes the paying agent with a correct taxpayer identification number on IRS Form W-9 (if such stockholder is a U.S. person as defined in the instructions thereto) or the appropriate IRS Form W-8 (if the stockholder is not such a U.S. person) or otherwise establishes a basis for exemption from backup withholding. Each Web.com stockholder and, if applicable, each other payee, should properly complete and sign the IRS Form W-9 included with the letter of transmittal (or the applicable IRS Form W-8) to provide the information and certification(s) necessary to avoid the imposition of backup withholding, unless an exemption applies and is established in a manner satisfactory to the paying representative. Web.com stockholders who fail to provide their correct taxpayer identification numbers and the appropriate certifications, or to establish an exemption as described above, will be subject to backup withholding on cash they receive in the Merger and may be subject to penalties imposed by the IRS. Web.com stockholders should consult their tax advisors as to their qualifications for exemption from backup withholding and the procedures for obtaining such an exemption. If the paying representative withholds on a payment to a stockholder, the affected stockholder should contact its tax advisor regarding whether and how any refund, credit or other tax benefit might be recognized with respect to any such withheld amounts.

        THE FOREGOING DISCUSSION IS NOT INTENDED TO BE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER. IN ADDITION, THE DISCUSSION DOES NOT ADDRESS TAX CONSEQUENCES WHICH MAY VARY WITH, OR ARE CONTINGENT ON, A STOCKHOLDER'S INDIVIDUAL CIRCUMSTANCES OR TO CERTAIN TYPES OF STOCKHOLDERS MENTIONED ABOVE. MOREOVER, THE DISCUSSION DOES NOT ADDRESS ANY NON-INCOME TAX OR ANY NON-U.S., STATE OR LOCAL TAX CONSEQUENCES OF THE MERGER.

Antitrust Matters

        Under the HSR Act and the rules that have been promulgated under the HSR Act, certain acquisitions may not be completed until information has been furnished to the Antitrust Division of the United States Department of Justice ("DOJ") and to the FTC and applicable waiting period requirements have been satisfied or early termination of the waiting period has been granted. The Merger of Web.com with Merger Sub and the conversion of shares of the Company Common Stock into the right to receive the Merger Consideration are subject to the provisions of the HSR Act. The Merger therefore cannot be completed until the expiration or early termination of the waiting period following the filing of Hart-Scott-Rodino Notification and Report Forms by the ultimate parent entity of Parent and Web.com. Both Parent and Web.com have caused the required notification and report forms to be filed. On July 20, 2018, the FTC granted early termination of the waiting period under the HSR Act, in connection with the Merger.

        At any time before or after the completion of the Merger, notwithstanding that the applicable waiting period has ended or approval has been granted, the FTC, the DOJ, a state, foreign country, or private individual could take action to enjoin the Merger under the antitrust laws as it deems necessary or desirable. We cannot be sure that a challenge to the Merger will not be made or that, if a challenge is made, that we will prevail.

64


Table of Contents


THE MERGER AGREEMENT

        This section describes the material terms of the Merger Agreement. The description of the Merger Agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

        The Merger Agreement, a copy of which is attached as Annex A, and this summary of its terms are included in this proxy statement to provide you with information regarding its terms. Factual disclosures about the Company contained in this proxy statement or in the Company's public reports filed with the SEC may supplement, update or modify the factual disclosures about the Company contained in the Merger Agreement. The representations, warranties and covenants made in the Merger Agreement by the Company, Parent and Merger Sub were made solely to the parties to, and solely for the purposes of, the Merger Agreement and as of specific dates and were qualified and subject to important limitations agreed to by the Company, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right not to consummate the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC and in some cases were qualified by matters contained in the disclosure letter that the Company delivered to Parent and Merger Sub in connection with the Merger Agreement, which disclosures are not reflected in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Merger Agreement. Stockholders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts of the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates.

Closing and Effective Time of the Merger

        The Merger Agreement provides that the closing of the Merger will take place via the electronic exchange of signatures and documentation as soon as practicable, but in any event within three business days following the satisfaction or, to the extent permitted, waiver of the conditions to closing the Merger (described under "The Merger Agreement—Conditions to the Merger") date (other than those conditions that by their nature can only be satisfied on the closing date of the Merger, but subject to the satisfaction or waiver of those conditions on the closing date for the Merger), or at such other place and time and/or on such other date as the Company and Parent may agree in writing. However, if the Marketing Period (described under "The Merger Agreement—Marketing Period") has not ended at the time of the satisfaction or, to the extent permitted in the Merger Agreement, waiver of the conditions to closing the Merger (other than those conditions that by their nature can only be satisfied on the closing date of the Merger, but subject to the satisfaction of waiver of those conditions on the closing date for the Merger), the closing of the Merger shall occur on the date following the satisfaction or, to the extent permitted in the Merger Agreement, waiver of those conditions that is the earliest to occur of (a) a date during the Marketing Period to be specified by Parent in writing on no fewer than three business days' notice to the Company and (b) the second business day following the final day of the Marketing Period.

65


Table of Contents

        The Merger will become effective upon the date and time of the filing of a certificate of merger with the Secretary of State of the State of Delaware or at such other date and time as the Company and as may be mutually agreed by the Parent and the Company as set forth in such certificate of merger.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; By-laws

        The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company, at which time the separate corporate existence of Merger Sub will cease. The Company will be the surviving corporation and a wholly-owned subsidiary of Parent with all its properties, rights, privileges, immunities, powers and franchises continuing unaffected by the Merger, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the surviving corporation.

        From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time will be the directors of the surviving corporation and the officers of the Company immediately prior to the Effective Time will be the officers of the surviving corporation, in each case, until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the charter and the bylaws of the surviving corporation.

        The certificate of incorporation of the Company as in effect immediately prior to the Effective Time will be amended and restated in its entirety at the Effective Time to read as set forth in Exhibit B to the Merger Agreement until amended in accordance with applicable law and the applicable provisions of such certificate of incorporation, and the bylaws of Merger Sub as in effect immediately prior to the Effective Time will be the bylaws of the surviving corporation until amended in accordance with applicable law and the applicable provisions of such bylaws.

Merger Consideration

        At the Effective Time, each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares owned by the Company, Parent or Merger Sub and (ii) shares owned by stockholders that exercise their appraisal rights as more fully described in the section titled "The Merger—Appraisal Rights") will be converted into the right to receive the Merger Consideration of $28.00 per share in cash, without interest. Each share of the Company Common Stock so converted will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and each certificate or book-entry share that immediately prior to the Effective Time represented any such shares thereafter will represent only the right to receive the Merger Consideration for each share covered under the Merger Agreement upon surrender of such certificate or book-entry share together with a properly completed letter of transmittal and related documents.

Treatment of Outstanding Equity Awards

Stock Options

        As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, and subject to the payments described in the next sentence, all outstanding unvested options to purchase the Company Common Stock will become fully vested and exercisable and to the extent not exercised prior to the Effective Time all outstanding options to purchase the Company Common Stock will be cancelled in the Merger. At the Effective Time or as soon as practicable thereafter (but in no event later than three business days thereafter), each holder of an option to purchase the Company Common Stock will, with respect to each share of the Company Common Stock subject to such option, receive an amount of cash per share equal to the excess, if any, of $28.00 over the exercise price per share of such stock option, without any interest thereon and subject to all applicable withholding taxes.

66


Table of Contents

Restricted Stock

        As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, all outstanding shares of restricted stock of Web.com subject to time-based vesting restrictions shall become fully vested and nonforfeitable and shall be converted into the right to receive an amount of cash per share of restricted stock equal to $28.00, without any interest thereon and subject to all applicable withholding taxes. As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, all outstanding shares of restricted stock of Web.com subject to performance-based vesting restrictions will become fully vested and nonforfeitable based upon an assumed achievement of 100% of the target level of performance in each performance year remaining and each share of such restricted stock will be converted into the right to receive an amount of cash per share equal to $28.00, without any interest thereon and subject to all applicable withholding taxes.

Restricted Stock Units

        As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, all unvested restricted stock units of Web.com subject to time-based vesting shall fully vest and any such outstanding restricted stock unit of Web.com will be cancelled at the Effective Time and, generally, at the Effective Time or as soon as practicable thereafter (but in no event later than ten business days thereafter), the holder will receive an amount of cash per share equal to $28.00, without any interest thereon and subject to all applicable withholding taxes. As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, all unvested restricted stock units of Web.com subject to performance-based vesting restrictions will become fully vested based upon an assumed achievement of 100% of the target level of performance in each performance year remaining and will be cancelled at the Effective Time and, generally at the Effective Time or as soon as practicable thereafter (but in no event later than ten business days thereafter), the holder will receive an amount of cash per share equal to $28.00, without any interest thereon and subject to all applicable withholding taxes.

Payment of Merger Consideration and Surrender of Stock Certificates

        The Merger Agreement provides that prior to the Effective Time, Parent will select a reputable bank or trust company to act as payment agent in the Merger (the "Payment Agent"). On or prior to the Closing Date, Parent will deposit or cause to be deposited with the Payment Agent cash sufficient to pay the aggregate Merger Consideration payable to the stockholders (other than the Company, Parent and Merger Sub) in connection with the Merger in exchange for the shares held by such Stockholders, including restricted and performance shares.

        The Merger Agreement provides that the Payment Agent will mail to the record holders of certificates or book-entry shares immediately prior to the Effective Time a letter of transmittal in customary form reasonably acceptable to the Company and instructions for effecting the surrender of certificates or transfer of the book-entry shares, as applicable, in exchange for Merger Consideration. The Payment Agent will pay the Merger Consideration to the stockholders (i) upon receipt by the Payment Agent of surrendered certificates representing the shares of the Company Common Stock, a validly executed letter of transmittal and any other items reasonably required by the Payment Agent, and the applicable declaration required for tax withholding purposes or (ii) after compliance with reasonable procedures established by the Payment Agent for delivery of book-entry shares, as applicable. Each of the Payment Agent, Parent, Merger Sub and the surviving corporation are entitled to deduct and withhold from the Merger Consideration or any other payments made in connection with the Merger Agreement any applicable withholding taxes or other amounts such person is required to deduct or withhold and pay over under the Code or any applicable provision of state, local or foreign tax law.

        At any time one (1) year after the Effective Time, the surviving corporation may demand that any portion of the funds made available to the Payment Agent that remains unclaimed or undistributed to

67


Table of Contents

holders of certificates or book-entry shares be delivered to the surviving corporation. Any such holders of certificates or book-entry shares (other than with respect to any shares held by a holder who has made a demand for appraisal in accordance with Section 262 of the DGCL, as described below in the section titled "The Merger—Appraisal Rights") who have not previously surrendered their certificates or book-entry shares prior to that time may look only to the surviving corporation for satisfaction of their claims for the Merger Consideration, without interest. Any amounts remaining unclaimed or undistributed immediately prior to such time when the such amounts would otherwise escheat to or become property of any governmental body will become, to the extent permitted by applicable law, the property of the surviving corporation, free and clear of any claims or interest of any person previously entitled to such amount.

        You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the Payment Agent without a letter of transmittal.

        In exchange for your certificates or book-entry shares, as applicable, you will receive the aggregate Merger Consideration to which you are entitled in cash. The Merger Consideration will be delivered in the form of a check to be mailed within three business days of receipt of the required deliverables, and each certificated or book-entry share will be canceled. No interest will be paid or accrued on any amount payable upon due surrender of the certificates or due transfer of the book-entry shares. Until so surrendered or delivered, as applicable, each certificate or book-entry share will represent only the right to receive the Merger Consideration.

        In the event of a transfer of ownership of shares that is not registered in the transfer records of the Company, payment of the Merger Consideration for the applicable shares may be made to a person other than the registered owner if (i) such certificates are properly endorsed or are otherwise in proper form for transfer or such book-entry shares are properly transferred, as applicable, and (ii) the person requesting such payment pays any transfer or other taxes required by reason of the payment of the Merger Consideration on account of such shares or establishes to the reasonable satisfaction of the surviving corporation and the Payment Agent that such tax has been paid or is not applicable.

        If you have lost a certificate, or if it has been stolen or destroyed, then before you will be entitled to receive the Merger Consideration, you must make an affidavit of the loss, theft or destruction, and if required by Parent, post a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against Parent on account of such lost, stolen or destroyed certificate. These procedures will be described in the letter of transmittal and instructions that you will receive, which you should read carefully in their entirety.

Appraisal Rights

        If the Merger is completed, the Company's stockholders will be entitled to appraisal rights under Section 262 of the DGCL, provided that they comply with the conditions set forth in that statute.

        Pursuant to Section 262 of the DGCL, if you do not wish to accept the Merger Consideration provided for in the Merger Agreement, you have the right to seek appraisal of your shares of the Company Common Stock and to receive payment in cash for the fair value of your shares of the Company Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be fair value, less any applicable taxes required to be withheld. The "fair value" of your shares of Common Stock as determined by the Delaware Court of Chancery may be less than, equal to or more than the Merger Consideration that you are otherwise entitled to receive under the terms of the Merger Agreement. These rights are known as appraisal rights. The Company's stockholders who do not vote in favor of the Merger Proposal and who properly demand appraisal of their shares in compliance with the provisions of Section 262 of the DGCL will be entitled to appraisal rights. Strict compliance with the statutory procedures set forth in Section 262 of the DGCL is required. Failure to follow precisely any of the statutory requirements will result in the loss of your appraisal rights.

68


Table of Contents

        This section is intended only as a brief summary of certain provisions of the statutory procedures that a stockholder must follow under the DGCL to seek and perfect appraisal rights, and is not a complete statement of all applicable requirements and the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which appears in Annex D to this proxy statement in compliance with the requirements of Section 262 of the DGCL. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262 of the DGCL.

        Pursuant to Section 262 of the DGCL, if a merger agreement will be submitted for adoption at a meeting of stockholders, the Company must notify the stockholders who were stockholders of record on the record date for notice of such meeting that appraisal rights will be available not less than 20 days before the meeting to vote on the merger. A copy of Section 262 of the DGCL must be included with the notice.

        This proxy statement constitutes the Company's notice to our stockholders that appraisal rights are available in connection with the Merger. If you wish to exercise your appraisal rights, you should carefully review the text of Section 262 of the DGCL contained in Annex D. Because of the complexity of the procedures for exercising the right to seek appraisal of shares of the Company Common Stock, the Company believes that a stockholder considering the exercise of such rights should seek the advice of legal counsel.

        If you wish to demand appraisal of your shares of the Company Common Stock, you must satisfy each of the following conditions: You must deliver to the Company a written demand for appraisal of your shares of the Company Common Stock before the vote is taken to approve the Merger Proposal; the written demand must reasonably inform us of the identity of the holder of record of shares of the Company Common Stock who intends to demand appraisal of his, her or its shares of the Company Common Stock; and you must not vote or submit a proxy in favor of the Merger Proposal.

        If you fail to comply with any of these conditions and the Merger is completed, you will be entitled to receive payment for your shares of the Company Common Stock as provided in the Merger Agreement, but you will not have appraisal rights with respect to your shares of the Company Common Stock. A holder of shares of the Company Common Stock wishing to exercise appraisal rights must hold of record the shares of the Company Common Stock on the date the written demand for appraisal is made and must continue to hold the shares of the Company Common Stock of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted "FOR" the Merger Proposal, and it will result in the loss of the stockholder's right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must either submit a proxy containing instructions to vote "AGAINST" the Merger Proposal or abstain from voting on the Merger Proposal. Voting against or failing to vote for the Merger Proposal by itself does not constitute a demand for appraisal within the meaning of Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Merger Proposal.

        All demands for appraisal should be addressed to Web.com Group, Inc., Attention: Legal Department, 12808 Gran Bay Parkway West Jacksonville, Florida 32258, and must be delivered to the Company before the vote is taken to approve the Merger Proposal at the Special Meeting, and must be executed by, or on behalf of, the record holder of the shares of the Company Common Stock. The demand must reasonably inform the Company of the identity of the stockholder and the intention of the stockholder to demand appraisal of the "fair value" of his, her or its shares of the Company Common Stock. A stockholder's failure to deliver to the Company the written demand for appraisal prior to the taking of the vote on the Merger Proposal at the Special Meeting will result in the loss of appraisal rights.

        Only a holder of record of shares of the Company Common Stock is entitled to demand an appraisal of the shares registered in that holder's name. Accordingly, to be effective, a demand for appraisal by a

69


Table of Contents

holder of our the Company Common Stock must be made by, or on behalf of, the record stockholder. The demand should set forth, fully and correctly, the record stockholder's name as it appears on the stockholder's stock certificate(s) or in the transfer agent's records, and in the case of uncertificated shares, should specify the stockholder's mailing address and the number of shares registered in the stockholder's name. The demand must state that the person intends thereby to demand appraisal of the stockholder's shares in connection with the Merger. The demand cannot be made by the beneficial owner if he or she does not also hold the shares of the Company Common Stock of record. The beneficial holder must, in such cases, have the registered owner, such as a bank, brokerage firm or other nominee, submit the required demand in respect of those shares of the Company Common Stock. If you hold your shares of the Company Common Stock through a bank, brokerage firm or other nominee and you wish to exercise your appraisal rights, you should consult with your bank, brokerage firm or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the nominee and obtaining notice of the effective date of the Merger.

        If shares of the Company Common Stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal must be made in that capacity. If the shares of the Company Common Stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand must be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner or owners. A record owner, such as a bank, brokerage firm or other nominee, who holds shares of the Company Common Stock as a nominee for others, may exercise his or her right of appraisal with respect to shares of the Company Common Stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of the Company Common Stock as to which appraisal is sought. Where no number of shares of the Company Common Stock is expressly mentioned, the demand will be presumed to cover all shares of the Company Common Stock held in the name of the record owner. If a stockholder holds shares of the Company Common Stock through a broker who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record owner.

        Within 10 days after the Effective Time, the surviving corporation in the Merger must give notice of the date that the Merger became effective to each of the Company's record stockholders who has complied with Section 262 of the DGCL and who did not vote in favor of the Merger Proposal. At any time within 60 days after the Effective Time, any stockholder who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the stockholder's demand and accept the Merger Consideration specified by the Merger Agreement for that holder's shares of the Company Common Stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of the surviving corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just. If the surviving corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder's right to appraisal in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only the appraised value of his, her or its shares of the Company Common Stock determined in any such appraisal proceeding, which value may be less than, equal to or more than the Merger Consideration offered pursuant to the Merger Agreement.

70


Table of Contents

        Within 120 days after the Effective Time, but not thereafter, either the surviving corporation or any stockholder who has complied with the requirements of Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of the Company Common Stock held by all such stockholders. Upon the filing of the petition by a stockholder, service of a copy of such petition will be made upon the surviving corporation. The surviving corporation has no obligation to file such a petition, has no present intention to file a petition and holders should not assume that the surviving corporation will file a petition. Accordingly, it is the obligation of the holders of the Company Common Stock to initiate all necessary petitions to perfect their appraisal rights in respect of shares of the Company Common Stock within the time prescribed in Section 262 of the DGCL and the failure of a stockholder to file such a petition within the period specified in Section 262 of the DGCL could nullify the stockholder's previous written demand for appraisal. In addition, within 120 days after the Effective Time, any stockholder who has properly complied with the requirements of Section 262 of the DGCL and who did not vote in favor of the Merger Proposal will be entitled to receive from the surviving corporation, upon written request, a statement setting forth the aggregate number of shares of the Company Common Stock not voted in favor of the Merger Proposal and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within 10 days after such written request has been received by the surviving corporation or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of shares of the Company Common Stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition for appraisal or request from the surviving corporation such statement.

        If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the surviving corporation, then the surviving corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares of the Company Common Stock and with whom agreements as to the value of their shares of the Company Common Stock have not been reached. After notice to stockholders who have demanded appraisal from the Register in Chancery, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery will conduct a hearing upon the petition and determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to the appraisal rights provided by Section 262 of the DGCL. The Delaware Court of Chancery may require stockholders who have demanded payment for their shares of the Company Common Stock to submit their stock certificates to the Register in Chancery for notation of the pendency of the appraisal proceedings; if any stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder.

        After determination of the stockholders entitled to appraisal of their shares of the Company Common Stock, the Delaware Court of Chancery will appraise the shares of the Company Common Stock, determining their fair value as of the Effective Time after taking into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Delaware Court of Chancery will direct the payment of such value upon surrender by those stockholders of the certificates representing their shares of the Company Common Stock. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment.

        You should be aware that an investment banking opinion as to the fairness from a financial point of view of the consideration to be received in a sale transaction, such as the Merger, is not an opinion as to

71


Table of Contents

fair value under Section 262 of the DGCL. Although we believe that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery and stockholders should recognize that such an appraisal could result in a determination of a value that may be less than, equal to or more than the Merger Consideration. Moreover, we do not anticipate offering more than the Merger Consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the "fair value" of a share of our Company Common Stock is less than the Merger Consideration. In determining "fair value," the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered and that "[f]air price obviously requires consideration of all relevant factors involving the value of a company." The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be "exclusive of any element of value arising from the accomplishment or expectation of the merger." In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a "narrow exclusion [that] does not encompass known elements of value," but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered." Costs of the appraisal proceeding (which do not include attorneys' fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and imposed upon the surviving corporation and the stockholders participating in the appraisal proceeding by the Delaware Court of Chancery, as it deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all shares of the Company Common Stock entitled to appraisal. Any stockholder who demanded appraisal rights will not, after the Effective Time, be entitled to vote shares of the Company Common Stock subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares of the Company Common Stock, other than with respect to payment as of a record date prior to the Effective Time. If no petition for appraisal is filed within 120 days after the Effective Time, or if the stockholder otherwise fails to perfect, successfully withdraws or loses such holder's right to appraisal, then the right of that stockholder to appraisal will cease and that stockholder will be deemed to have been converted at the Effective Time into the right to receive the $28.00 cash payment (without interest) for his, her or its shares of the Company Common Stock pursuant to the Merger Agreement. Inasmuch as the Company has no obligation to file such a petition, and the Company has no present intention to do so, any holder of shares of the Company Common Stock who desires such a petition to be filed is advised to file it on a timely basis. A stockholder will fail to perfect or effectively lose the right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the Merger. In addition, as indicated above, a stockholder may withdraw his, her or its demand for appraisal in accordance with Section 262 of the DGCL and accept the Merger Consideration offered pursuant to the Merger Agreement.

        Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL will result in the loss of a stockholder's statutory appraisal rights. In view of the complexity of Section 262 of the DGCL, the Company's stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors.

72


Table of Contents

        The foregoing is a brief summary of Section 262 that sets forth the procedures for demanding statutory appraisal rights. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to Section 262, a copy of the text of which is attached as Annex D to this proxy statement.

Marketing Period

        Parent is not obligated to close the Merger until a period (the "Marketing Period") has elapsed that Parent may use to complete its financing for the Merger. The Marketing Period is the first period of 15 consecutive business days throughout which Parent has certain specified information about the Company (the "Required Information"), the Required Information remains compliant as set forth in the Merger Agreement and no event has occurred and no conditions exist that would cause any of the conditions of Parent to consummate the Merger not to be satisfied if the Merger were to be consummated during such period. For purposes of calculating the Marketing Period, (a) neither July 5, 2018, nor July 6, 2018, shall constitute a business day, (b) if the Marketing Period has not ended on or prior to August 17, 2018, the Marketing Period shall not commence earlier than September 3, 2018, and (c) required delivery of specified information required by the debt commitment letter for any fiscal period shall result in the "restart" of the Marketing Period, notwithstanding that a period of fifteen consecutive business days shall have passed throughout which Parent has had what would otherwise have constituted the Required Information (were the closing of the Merger to have occurred prior to such required delivery of financial information for such subsequent period) and such information having been compliant (as set forth in the Merger Agreement) throughout such period. Notwithstanding the foregoing, the Marketing Period will end on any earlier date on which the debt financing is obtained.

Representations and Warranties

        We made customary representations and warranties in the Merger Agreement that are subject, in many cases, to exceptions and qualifications contained in the Merger Agreement, in the disclosure letter or in certain reports filed with the SEC. These representations and warranties relate to, among other things:

73


Table of Contents

        The Merger Agreement also contains customary representations and warranties made by Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. The representations and warranties of Parent and Merger Sub relate to, among other things:

74


Table of Contents

        None of the representations and warranties contained in the Merger Agreement survives the consummation of the Merger or, as the case may be, the termination of the Merger Agreement.

        Some of the representations and warranties in the Merger Agreement made by the Company are qualified as to "materiality" or "Company Material Adverse Effect."

        For purposes of the Merger Agreement, "Company Material Adverse Effect" means any event, occurrence, fact, condition or change that, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on (i) the business, operations, assets, liabilities or financial condition of the Company and its subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the Merger in a timely manner; provided, however, none of the following Effects will be deemed in and of themselves, either alone or in combination, to constitute, and none of the following will be taken into account in determining whether there is, or would reasonably expected to be, a Company Material Adverse Effect (subject to certain exceptions including certain disproportionate adverse impacts on the Company from certain of the following events, occurrences, facts, conditions or changes):

75


Table of Contents

Conduct of Business of the Company Pending the Merger

        The Merger Agreement provides that except (i) as expressly required or permitted by the Merger Agreement, (ii) as required by applicable law, (iii) as set forth in the disclosure letter that the Company delivered to Parent in connection with the execution of the Merger Agreement, or (iv) as consented to in writing by Parent, during the period of time between the date of the signing of the Merger Agreement and the earlier of the Effective Time and the termination of the Merger Agreement, the Company will, and will cause its subsidiaries to:

        The Company has also agreed that, except (i) as expressly contemplated, required or permitted by the Merger Agreement, (ii) as required by applicable law, (iii) as set forth in the disclosure letter that the Company delivered to Parent in connection with the execution of the Merger Agreement, or (iv) as consented to in writing by Parent, which consent will not be unreasonably withheld, conditioned or delayed, during the period of time between the date of the signing of the Merger Agreement and the earlier of the Effective Time and the termination of the Merger Agreement, subject to certain exceptions and qualifications, the Company will not, and will cause its subsidiaries not to:

76


Table of Contents

77


Table of Contents

Stockholders Meeting

        We agreed, subject to our organizational documents and applicable law (and regardless of whether there has occurred an adverse recommendation change), as promptly as reasonably practicable following the date on which the staff of the SEC confirms that it has no further comments on the proxy statement or that it does not intend to review the proxy statement, duly call, give notice of, convene and hold the meeting of our stockholders for the purpose of seeking the approval of our stockholders of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement. We must use our reasonable best efforts to (i) cause the proxy statement to be mailed to our stockholders and to hold the meeting of our stockholders as promptly as reasonably practicable following the later of August 5, 2018, and the date on which the staff of the SEC confirms that it has no further comments on the proxy statement or that it does not intend to review the proxy statement and (ii) to solicit our stockholders to approve the Merger Proposal, unless the Merger Agreement has been terminated. We may not adjourn, postpone or recess the meeting of our stockholders without the prior written consent of Parent, but we must adjourn, postpone or recess the meeting as directed by Parent to obtain a quorum or solicit additional votes to approve the Merger (so long as such meeting is not adjourned, postponed or recessed to a date on or after the Outside Date), subject to certain exceptions described in the Merger Agreement. In addition to the foregoing, we agreed not to change the record date for the meeting of stockholders without the prior written consent of Parent.

        We also agreed that if the Company Board has not made an adverse recommendation change, we will recommend to our stockholders that they vote their shares in favor of the Merger and to include such recommendation in the proxy statement, except to the extent that the Company Board makes a change in the Company Board Recommendation as permitted by the Merger Agreement as discussed under "The Merger Agreement—Solicitation of Other Offers." We further agreed that our obligation to hold the meeting of stockholders will not be affected by the commencement, public proposal, public disclosure or communication to us of any Acquisition Proposal or by the making of any change in the Company Board recommendation by the Company Board. Without limiting the foregoing, if the Company Board effects an change in the Company Board recommendation, then the Company Board must submit the Merger

78


Table of Contents

Agreement to our stockholders without a recommendation, in which event the Company Board may communicate the basis for its lack of a recommendation to our stockholders in the proxy statement or an appropriate amendment or supplement thereto to the extent required by applicable law.

Solicitation of Other Offers

        As described below, the Merger Agreement provides for a "Go-Shop Period" during which the Company was permitted to solicit, initiate, cause or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist any inquiry or the making of any proposal or offer that constitutes, could constitute, or could reasonably be expected to lead to, an Acquisition Proposals (as defined below), subject to, among other things, certain notice and reporting obligations owed to Parent. Following the end of the Go-Shop Period and for the duration of the "no-shop period," as described below, the Company is generally not permitted to solicit or discuss Acquisition Proposals with third parties, subject to certain exceptions (including that the Company may continue discussions with any Excluded Party (as defined below).

        For purposes of the Merger Agreement:

79


Table of Contents

Go-Shop Period

        The Merger Agreement provides that during the Go-Shop Period and continuing until the No-Shop Period Start Date, the Company and its subsidiaries and their respective representatives had the right to:

80


Table of Contents

        Commencing on the date that is ten business days after the date of the Merger Agreement, and continuing every ten business days until the Effective Time or, if earlier, the termination of the Merger Agreement, the Company will provide a written report to Parent (to the extent not prohibited by any applicable confidentiality agreement in place prior to the date of the Merger Agreement) setting forth the identity of each person or group of persons from whom the Company received a written Acquisition Proposal after the execution of the Merger Agreement and prior to the No-Shop Period Start Date and provide to Parent:

        The Merger Agreement provides that, except as may relate to any excluded party (but only for as long as such person or group is an excluded party) or as expressly permitted provisions of the Merger Agreement summarized in the preceding paragraph, from and after the No-Shop Period Start Date, the Company and its subsidiaries will, and the Company will cause its and its subsidiaries' Representatives to, immediately cease any activities permitted by provisions of the Merger Agreement summarized in the preceding paragraphs and any discussions or negotiations with any person or group that may be ongoing with respect to any Acquisition Proposal. With respect to any person or group with whom such discussions or negotiations have been terminated, the Company will terminate such persons' access to any data room containing the Company's or any of its subsidiaries' confidential information and use its reasonable best efforts to promptly require such person or group to promptly return or destroy in accordance with the terms of the applicable confidentiality agreement any information furnished by or on behalf of the Company.

        The Merger Agreement provides that, except as may relate to any excluded party (for so long as such person or group is an excluded party) or as expressly permitted by provisions of the Merger Agreement summarized in the preceding paragraphs, from the No-Shop Period Start Date continuing until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company and its subsidiaries will not, and the Company will cause its and its subsidiaries' representatives not to, directly or indirectly:

81


Table of Contents

        The Merger Agreement provides that, notwithstanding the provisions of the Merger Agreement which are summarized in the preceding paragraphs, the Company may continue to take any of the actions described above with respect to any Excluded Party (for so long as such Person or group is an Excluded Party), from and after the No-Shop Period Start Date until the earliest of (i) the date on which the Excluded Party has terminated or withdrawn the Acquisition Proposal made prior to the No-Shop Period Start Date (provided that, for the avoidance of doubt, any amended or modified Acquisition Proposal submitted by such Excluded Party shall not be deemed to constitute, in and of itself, an expiration, termination or withdrawal of such previously submitted Acquisition Proposal), (ii) the Third Person submitting the relevant Acquisition Proposal ceases to be an Excluded Party because the Company Board (after consultation with outside legal counsel and its financial advisors), determines that such Acquisition Proposal (inclusive of any amendment or modification thereto, regardless of when delivered) does not constitute or could not reasonably be expected to result in a Superior Proposal, and (C) the receipt of the Company stockholder approval of the Merger.

        The Merger Agreement provides that, notwithstanding the provisions of the Merger Agreement which are summarized in the preceding paragraphs or elsewhere in the Merger Agreement, at any time prior the earlier to occur of the termination of the Merger Agreement and the receipt of the Company stockholder approval, in response to a written and unsolicited Acquisition Proposal (except to the extent solicited or continued in accordance with the Merger Agreement) and subject to the right to maintain discussions and negotiations with Excluded Parties), the Company may contact the Third Person that delivered such Acquisition Proposal and make inquiries solely for the purpose of clarifying such Acquisition Proposal and if the Company Board determines in good faith (after consultation with its financial advisor and legal counsel) that such unsolicited Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal, the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside legal counsel) that failure to take such action would be inconsistent with the Company Board's fiduciary duties under applicable law:

        Pursuant to the Merger Agreement, during the interim period the Company will promptly advise Parent in writing, in no event later than forty-eight hours after receipt of any Acquisition Proposal and will indicate (to the extent not prohibited by any applicable confidentiality agreement in place prior to the date of the Merger Agreement) the identity of the person making such Acquisition Proposal and the material terms and conditions of any proposal or offer or the nature of any inquiries or contacts, and thereafter will

82


Table of Contents

keep Parent reasonably informed of all material developments affecting the status and the material terms of any such Acquisition Proposal. The Company Board will not:

        Notwithstanding the foregoing, in certain instances, the Company Board may, at any time prior to the receipt of the stockholder approval of the Merger Agreement, change the Company Board recommendation; or terminate the Merger Agreement, provided, that:

Efforts to Close the Transaction

        The Merger Agreement, each of the Company, Parent and Merger Sub agreed to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things reasonably necessary, proper or advisable under applicable law to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by the Merger Agreement.

83


Table of Contents

Employee Benefits

        For a period of one year following the Effective Time, with respect to employees of the Company or its subsidiaries who are actively employed at the Effective Time and who remain employed during such one year period (the "Continuing Employees"), Parent will, or will cause the Company or any subsidiary of the Company to, provide (i) at least the same level of base wages or base salary, as applicable that were provided to the Continuing Employees immediately prior to the Effective Time, (ii) cash bonus opportunities (excluding any equity compensation) that in the aggregate, are at least the same as were provided to Continuing Employees immediately prior to the Effective Time, (iii) employee benefits that are substantially similar in the aggregate to the employee benefits that were provided by the Company and its subsidiaries to Continuing Employees immediately prior to the Effective Time and (iv) severance benefits that are no less favorable than those disclosed in the disclosure schedules to the Merger Agreement. Additionally, Parent will, and will cause its subsidiaries to, grant all Continuing Employees credit for any service to the Company and its subsidiaries earned prior to the closing of the Merger for purposes of eligibility, vesting and determination of the level of benefits, vacation or paid time off accrual and severance benefit determinations, under any benefit or compensation plan, program, agreement or arrangement in which a Continuing Employee participates that may be established or maintained by Parent or its subsidiaries on or after the closing of the Merger (the "New Plan"); provided, however, that such service credit shall not be recognized to the extent that it would result in a duplication of benefits for the same period of time. In addition, Parent shall, and shall cause its subsidiaries to, cause (i) to be waived all pre-existing condition exclusions and actively-at-work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by a Continuing Employee under any Company benefit plan as of the closing of the Merger and (ii) any deductible, co-insurance and covered out-of-pocket expenses paid on or before the closing of the Merger by any Continuing Employee (or covered dependent thereof) to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out-of-pocket provisions after the closing of the Merger under any applicable New Plan in the same plan year in which the closing of the Merger occurs.

Financing

        Parent's obligation to complete the Merger is not conditioned on Parent's receipt of any financing. Parent has secured committed financing, consisting of a combination of (i) equity to be provided by Siris Partners III, L.P., Siris Partners III Parallel, L.P., Siris Partners IV, L.P. and Siris Partners IV Parallel, L.P., which are affiliates of Siris and/or one or more of their permitted assignees, and (ii) debt financing to be provided by affiliates of Morgan Stanley Senior Funding, Inc. ("MSSF"), Royal Bank of Canada ("Royal Bank"), RBC Capital Markets ("RBCCM"), Macquarie Capital Funding LLC ("Macquarie Lender") and Macquarie Capital (USA) Inc. ("Macquarie Capital" and, together with Macquarie Lender, "Macquarie", Macquarie Lender, Macquarie Capital, MSSF, Royal Bank and RBCCM are hereinafter collectively referred to as the "Debt Commitment Parties").

        In connection with the entry into the Merger Agreement, Parent delivered to us copies of the amended and restated debt commitment letter, dated as of the date of the Merger Agreement, from the Debt Commitment Parties, pursuant to and subject to the terms and conditions of which, the lenders have committed to lend the amounts set forth therein, which amounts together with the cash balances of Parent and its affiliates, will be sufficient to enable Parent and Merger Sub to make all payments required to be made in connection with the transactions contemplated by the Merger Agreement.

        Under the Merger Agreement, Parent and Merger Sub will use their reasonable best efforts to consummate on a timely basis to facilitate the closing of the Merger and the financing contemplated by the amended and restated debt commitment letter on the terms set forth therein. In the event any portion of the financing becomes unavailable on the terms and conditions contemplated in the amended and restated debt commitment letter, Parent will promptly notify us and Parent and Merger Sub will use their respective

84


Table of Contents

reasonable best efforts to arrange and obtain alternative financing from the same or alternative sources on terms and conditions not materially less favorable, in the aggregate, to Parent or Merger Sub, than the amended and restated commitment letter and in an amount sufficient to consummate the transactions contemplated by the Merger Agreement.

        In connection with Parent's efforts to arrange the financing, we agreed to use our reasonable best efforts to provide, and will use our reasonable best efforts to cause our subsidiaries to provide, such customary and necessary cooperation in connection with the arrangement of the financing as may be reasonably requested by Parent, including (i) reasonably cooperating with due diligence efforts of Parent and the financing sources, including assisting with the furnishing Parent with the customary information regarding the Company and its subsidiaries which is required for the preparation of pro forma financial statements, credit agreements (and security documentation related thereto) and similar documents required in connection with the debt financing, (ii) reasonable best efforts to furnish Parent, as promptly as reasonably practical following Parent's reasonable request, such financial information regarding the Company and its subsidiaries as is customarily required in connection with the executing of financings of a type similar to the debt financing, (iii) reasonably cooperating to permit the prospective lenders involved in the debt financing to evaluate the Company and its subsidiaries' current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements to the extent customary and reasonable and otherwise reasonably facilitating the grant of a security interest in the collateral and guarantees, in each case, as contemplated by the debt financing, (iv) using reasonable best efforts to cause the Company and each of its subsidiaries' senior officers to participate in a reasonable numbers of meetings, presentations and other sessions and assist with the preparation of materials for rating agency presentations, bank information memoranda and similar documents reasonable required or requested in connection with the debt financing, (v) obtaining any authorization or consent reasonably necessary or required in connection with the debt financing, (vi) obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the closing of the Merger to allow for the payoff, discharge and termination in full all indebtedness of the Company required to be terminated and released substantially concurrently with the closing of the Merger, (vii) promptly (but in any event, at least five (5) days prior to the Closing Date) furnishing Parent and the financing sources with all documentation and other information requested by the financing sources in writing at least ten (10) days prior to the closing of the Merger which are required under applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act and provide beneficial ownership certifications required pursuant to 31 C.F.R. § 1010.230, (viii) executing and delivering any credit agreements, pledge and security documents, guarantees and other definitive financing documents or requested customary certificates and documents, and (ix) reasonably facilitating the taking of all corporate actions reasonably necessary to permit the consummation of the financing.

        Notwithstanding the foregoing, nothing in the Merger Agreement will (i) require the Company or any of its subsidiaries or their representatives to waive or amend any terms of the Merger Agreement or agree to pay any commitment or other fees or reimburse any expenses in connection with the financing that are not contingent upon the closing of the Merger or incur any actual or potential liability or obligation or give any indemnities in connection with the financing that are not contingent upon the closing of the Merger, (ii) unreasonably interfere with the ongoing business or operations of the Company and its subsidiaries or create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its subsidiaries, (iii) require the Company or any of its subsidiaries to take any action that will conflict with or violate the Company's certificate of incorporation or by-laws, any laws or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any material contract not entered in contemplation of the Merger Agreement to which the Company or any of its subsidiaries is a party, (iv) require the Company or any of its subsidiaries to enter into or approve any financing or purchase agreement for the financing prior to the Effective Time, (v) result in any significant interference with the prompt and timely discharge of the duties of any of the Company's executive officers or senior management, (vi) result in or reasonably be expected to result in any officer or director of the

85


Table of Contents

Company or any of its subsidiaries or their representatives incurring personal liability that with respect to any matters relating to the financing, (vii) require any of the Company or its subsidiaries to consent to the prefiling of UCC-1 financing statements or any other grant of lien or other encumbrances prior to the Effective Time or (viii) require any of the pre-closing boards of directors of the Company or any of its subsidiaries to enter into any resolutions or take similar action to approve or authorize the execution thereof. Neither the Company, nor any of its subsidiaries or their respective representatives will have any liability or incur any losses, damages or penalties with respect to the debt financing in the event the closing of the Merger does not occur. Notwithstanding the above, all corporate, limited liability or other organizational actions shall be deemed to become effective only if and when the closing occurs and shall be derived exclusively from the authority of, and shall only be taken by, the Company Board, the boards of directors of the Company subsidiaries or other governing body of the Company and its subsidiaries as constituted after giving effect to the closing.

        Parent will promptly upon written request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses to the extent such costs are incurred by the Company or any of its subsidiaries in connection with the cooperation provided by the Company in connection with Parent's financing activities. Parent also agreed to indemnify and hold harmless, the Company, its subsidiaries and their respective representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with the financing and any information utilized in connection therewith (other than any information prepared or provided by the Company, its subsidiaries or any of their respective representatives) to the fullest extent permitted by applicable law except, in each case, to the extent resulting from fraud or willful misconduct of the Company or its subsidiaries or any of their respective representatives as determined in a final non-appealable judgment by a court of competent jurisdiction.

Limited Guarantee

        Pursuant to a limited guarantee delivered by the guarantors in favor of the Company, dated as of the date of the Merger Agreement, (the "Limited Guarantee"), Siris Partners III, L.P., Siris Partners III Parallel, L.P., Siris Partners IV, L.P. and Siris Partners IV Parallel, L.P. (the "guarantors") agreed to guarantee as and when due on the terms and subject to the conditions set forth in the Limited Guarantee:

        We refer to the obligations in the previous two bullets as the "Guaranteed Obligations."

        The guarantors' obligations under the Limited Guarantee are subject to an aggregate cap equal to the amount of (i) the reverse termination fee plus (ii) all reasonable out-of-pocket expenses (including reasonable fees of counsel) incurred by the Company in connection with its enforcement of such guarantee, less the portion of the above amounts, if any, paid to the Company by Parent, Merger Sub or any other person that is not rescinded or otherwise returned.

86


Table of Contents

Conditions to the Merger

        The respective obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:

        The Company's obligation to effect the Merger is also subject to the satisfaction or waiver by the Company in writing at or prior to the Effective Time of the following additional conditions:

        The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent in writing at or prior to the Effective Time of the following additional conditions:

87


Table of Contents

Termination of the Merger Agreement

        The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time notwithstanding any approval of the Merger Agreement by the stockholders of the Company, by written notice of the terminating party to the other parties:

88


Table of Contents

89


Table of Contents

Effect of Termination

        If the Merger Agreement is terminated as described in the section titled "The Merger—Termination", the Merger Agreement will be void and have no effect, and there will not be any liability or obligation on the part of any party, except that:

Termination Fees

        The Company has agreed to pay Parent a termination fee equal to $39.1 million:

90


Table of Contents

        The parties agree that in no event will the Company be required to pay the termination fee on more than one occasion.

        Parent has agreed to pay the Company a termination fee of $85.06 million if the Merger Agreement is terminated by the Company (i) pursuant to the termination right that arises in the context of the Parent's or Merger Sub's breach or inaccuracy of any representation or warranty contained in the Merger Agreement that would result in a material adverse effect on the ability of Parent to consummate the Merger in a timely manner, or Parent or Merger Sub has failed to perform or comply with any of its covenants or agreements contained in the Merger Agreement in any material respect, in each case subject to the cure period set forth in the Merger Agreement, or (ii) Parent has failed to consummate the Merger (as such termination right is described above) when required under the Merger Agreement

Expenses

        Except in certain circumstances expressly provided in the Merger Agreement, all costs and expenses incurred in connection with the Merger Agreement will be paid by the party incurring such cost or expense.

Specific Performance

        The parties have agreed that irreparable damage would occur for which monetary damages would not be an adequate remedy in the event that any of the provisions of the Merger Agreement are not performed by the other party in accordance with the terms thereof or are otherwise breached. Each party has agreed to waive any requirement for the posting of any bond or similar collateral in connection with the obtaining of any injunctive relief or specific performance. The non-breaching party is therefore entitled to specific performance and the issuance of injunctive and other equitable relief. Notwithstanding anything to the contrary in the Merger Agreement, the parties agreed that Parent has an obligation to cause the equity financing to be funded, including by exercising its rights under the amended and restated equity commitment letter, provided that the Company's right to cause Parent to draw on the equity financing is subject to certain conditions including the satisfaction or waiver of the closing conditions in the Merger Agreement and the availability of the debt financing.

Amendments and Waivers

        At any time prior to the Effective Time, the Merger Agreement may be amended in all respects, by written agreement signed by each of Parent, Merger Sub and the Company except that the provisions in the Merger Agreement relating to financing sources to the extent that an amendment, modification, waiver or termination of such provision would effectively modify the substance of the financing sources' provisions, may not be amended, modified, waived or terminated in a manner that impacts or is adverse in any respect to financing sources without the prior written consent of the financing sources.

        Subject to the prior written consent requirement above and subject to applicable law, at any time prior to the Effective Time, Parent or the Company, as applicable, may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties, in the case of Parent, of the Company and, in the case of the Company, of Parent or Merger Sub, in each case, contained in the Merger Agreement (or in any other document delivered pursuant thereto) and (c) waive compliance with any of the agreements or conditions, in the case of Parent, of the Company and, in the case of the Company, of Parent or Merger Sub, in each case, contained in the Merger Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

91


Table of Contents


PROPOSAL 1—THE MERGER PROPOSAL

The Merger Proposal

        We are asking you to approve a proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger, which we refer to as the Merger Proposal. For a detailed discussion of the terms and conditions of the Merger Agreement, see section titled "The Merger Agreement" in this proxy statement. A copy of the Merger Agreement is attached to this proxy statement as Annex A. See also "The Merger" in this proxy statement.

Vote Required

        Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the shares of the Company Common Stock outstanding and entitled to vote as of the close of business on the record date. Failure to vote your shares, an abstention from voting your shares, or a broker non-vote will have the same effect as a vote "AGAINST" the Merger Proposal.

        As described under the section titled "The Merger—Recommendation of the Board and Reasons for the Merger" of this proxy statement, after considering various factors described in such section, the Company Board has determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Web.com and our stockholders. The Company Board has approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and the Company Board unanimously recommends that you vote "FOR" the Merger Proposal.

Recommendation of the Company Board

        The Company Board unanimously recommends that
you vote "FOR" the approval of the Merger Proposal.

92


Table of Contents


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information regarding the ownership of the Company Common Stock as of August 30, 2018 by: (i) each 5% stockholders; (ii) each director; (iii) each of the executive officers named in the Summary Compensation Table of our latest proxy statement; (iv) all executive officers and directors of the Company as a group; and (v) all those known by the Company to be beneficial owners of more than five percent of the Company Common Stock.

Beneficial Owner Greater than 5%Holder(1)
  Number of
Shares
  Percent of
Total
 

Starboard Value LP(2)

    4,338,756     8.65 %

777 Third Avenue, 18th Floor

             

New York, NY 10017

             

The Vanguard Group(2)

   
4,199,304
   
8.37
 

100 Vanguard Blvd.

             

Malvern, PA 19355

             

First Trust Advisors LP(2)

   
3,415,902
   
6.81
 

120 East Liberty Drive

             

Suite 400

             

Wheaton, IL 60187

             

121 High Street

             

Boston, MA 02110

             

BlackRock, Inc. 55 East 52nd Street New York, NY 10022(2)

   
2,640,972
   
5.09
 

Executive Officers and Directors:

   
 
   
 
 

David L. Brown(3)

   
2,142,468
   
4.20
 

Kevin M. Carney(4)

   
256,315
   
*
 

Roseann Duran(5)

   
135,872
   
*
 

Jennifer Lada

   
33,703
   
*
 

Timothy P. Cost(6)**

   
68,763
   
*
 

Hugh M. Durden(7)**

   
154,780
   
*
 

Philip J. Facchina(8)**

   
174,225
   
*
 

John Giuliani**

   
24,726
   
*
 

Timothy I. Maudlin(9)**

   
213,739
   
*
 

Robert S. McCoy, Jr.(10)**

   
184,138
   
*
 

Deborah H. Quazzo(11)**

   
91,976
   
*
 

All current executive officers and directors as a group (11 persons)

   
3,480,705
   
6.74
 

*
Less than 1%

**
Non-Executive Director

(1)
This table is based upon information supplied by officers, directors and stockholders and Schedules 13G and 13F filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares

93


Table of Contents

    indicated as beneficially owned. Applicable percentages are based on 50,220,900 shares outstanding as of August 30, 2018, adjusted as required by rules promulgated by the SEC.

(2)
As reported in a Schedule 13F reporting beneficial ownership as of June 30, 2018.

(3)
Includes 68 shares held by Mr. Brown's spouse, 12,316 shares by his grandchildren, for which Mr. Brown is the Trustee, and 732,448 shares issuable upon the exercise of stock options exercisable within 60 days after August 30, 2018.

(4)
Includes 181,612 shares issuable upon the exercise of stock options exercisable within 60 days after August 30, 2018.

(5)
Includes 69,905 shares issuable upon the exercise of stock options exercisable within 60 days after August 30, 2018.

(6)
Includes 25,000 shares issuable upon the exercise of stock options exercisable within 60 days after August 30, 2018.

(7)
Includes 58,782 shares issuable upon the exercise of stock options exercisable within 60 days after August 30, 2018 and 30,000 restricted stock units, fully vested.

(8)
Includes 82,250 shares issuable upon the exercise of stock options exercisable within 60 days after August 30, 2018.

(9)
Includes 19,672 shares held by Mr. Maudlin's spouse, 115,375 shares issuable upon the exercise of stock options, exercisable within 60 days after August 30, 2018 and 30,000 restricted stock units, fully vested.

(10)
Includes 10,000 shares held by Mr. McCoy's spouse, and 80,375 shares issuable upon the exercise of stock options exercisable within 60 days after August 30, 2018 and 30,000 restricted stock units, fully vested.

(11)
Includes 82,250 shares issuable upon the exercise of stock options exercisable within 60 days after August 30, 2018.

94


Table of Contents


PROPOSAL 2—EXECUTIVE COMPENSATION PROPOSAL

The Advisory Vote on Executive Compensation for Named Executive Officers

        Section 14A of the Exchange Act requires that Web.com provide its stockholders with the opportunity to vote to approve, on an advisory (non-binding) basis, the Merger-related compensation arrangements for Web.com's named executive officers (defined, for the purposes of the Exchange Act rules relating to this approval, as those officers who appeared in our most recently-filed summary compensation table and related compensation disclosures) as disclosed in "The Merger—Interests of Our Directors and Executive Officers in the Merger," beginning on page 53.

Compensation Related to Transaction or Subsequent Termination

        This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of our named executive officers that is based on or otherwise relates to the Merger. This compensation is referred to as "golden parachute" compensation by the applicable SEC disclosure rules. The amounts set forth in the table are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement and in the footnotes to the table. As a result, the actual amounts, if any, that a named executive officer receives may materially differ from the amounts set forth in the table.

        The table below assumes that (1) the Merger will occur on October 10, 2018 with a per-share price of $28.00, (2) the employment of the named executive officer will be terminated on such date in a manner entitling the named executive officer to receive severance payments and benefits under the terms of the named executive officer's employment agreement or the severance plan, (3) the named executive officer's base salary rate, target bonus and COBRA premium rate will remain unchanged, (4) no named executive officer receives any additional equity grants or exercises any stock options on or prior to the Merger and (5) no named executive officer enters into a new agreement or is otherwise legally entitled to, prior to the Merger, additional compensation or benefits. The amounts shown in the table do not include the value of payments or benefits that would have been earned, or any amounts associated with equity awards that would vest pursuant to their terms, on or prior to the Merger, or the value of payments or benefits that are not based on or otherwise related to the Merger. In the footnotes to the amounts shown in the table below, we refer to payments that are conditioned on both the occurrence of the Merger as well as the named executive officer's termination of employment as being payable on a "double-trigger" basis and we refer to payments that are conditioned only upon the occurrence of the Merger as being payable on a "single-trigger" basis. The individuals named below represent the named executive officers that were in our annual proxy with respect to the fiscal year ending December 31, 2017.

Golden Parachute Compensation(1)

Name
  Cash
($)(2)
  Equity
($)(3)
  Perquisites/
Benefits
($)(4)
  Total
($)(5)
 

David L. Brown

    1,680,000     7,002.953     0     8,682,953  

Kevin M. Carney

    525,000     910,000     18,000     1,453,000  

Roseann Duran

    217,500     1,049,404     9,000     1,275,904  

(1)
The conditions under which each of these payments and benefits are to be provided are set forth in more detail above in "Interests of Our Directors and Executive Officers in the Merger," and in the footnotes below.

(2)
The amounts listed in this column represent the change in control payments for Mr. Brown, and the severance payments under each other executive's employment agreement or under the Company's executive severance benefit plan, as described in more detail above in

95


Table of Contents

    "Interests of Our Directors and Executive Officers in the Merger—Existing Employment Agreements and Severance Plan."

(3)
The amounts listed in this column represent the payments with respect to unvested restricted stock units and unvested options that will vest and be paid out in the Merger, as described in more detail above in "Interests of Our Directors and Executive Officers in the Merger—Conversion of Web.com Equity Awards to Merger Consideration."

(4)
The amounts listed in this column represent the value of payment of welfare plan premiums under each executive's employment agreement or under the Company's executive severance benefit plan, as described in more detail above in "Interests of Our Directors and Executive Officers in the Merger—Existing Employment Agreements Severance Plan."

(5)
The "single trigger" benefits (due upon the closing of the Merger) are the change in control payments to Mr. Brown referenced in footnote (2) and the equity-related payments referenced in footnote (3). The "double trigger" benefits include the severance payments referenced in footnote (2) and the welfare plan premiums referenced in footnote (4). The totals of these amounts are as follows:
Name
  Single Trigger ($)   Double Trigger ($)  

David L. Brown

  $ 8,682,953   $ 0  

Kevin M. Carney

  $ 910,000   $ 543,000  

Roseann Duran

  $ 1,049,404   $ 226,500  

Indemnification of Directors and Executive Officers and Insurance

        Pursuant to the terms of the Merger Agreement, members of the Company Board and our executive officers will be entitled to certain ongoing indemnification and coverage under directors' and officers' liability insurance policies following the Merger. For a more detailed description of the provisions of the Merger Agreement relating to director and officer indemnification, please see "The Merger Agreement—Indemnification of Directors and Executive Officers and Insurance" (page 97).

        The Company Board encourages you to review carefully the named executive officer Merger-related compensation information disclosed in this proxy statement, and to cast a vote either to approve or disapprove, on an advisory basis, the compensation that may be paid or become payable to Web.com's named executive officers in connection with the Merger, through the following resolution:

        The advisory vote on the Merger-related compensation for Web.com's named executive officers is a vote separate and apart from the vote to adopt the Merger Agreement. Accordingly, you may vote for adoption of the resolution to approve, on an advisory basis, the Merger-related compensation for Web.com's named executive officers and vote not to adopt the Merger Agreement or vice versa. Approval of this proposal is not a condition to completion of the Merger, and the vote with respect to this proposal is advisory only. Because the vote is advisory only, it will not be binding on either Web.com or Parent.

Vote Required and Recommendation of the Company Board

        The affirmative vote of the holders of a majority of the shares present in person or by proxy at the Special Meeting and entitled to vote thereon, provided there is a quorum, is required for approval of this proposal on an advisory (non-binding) basis.

96


Table of Contents

        Abstentions and broker non-votes, if any, will be counted as present for the purpose of determining the presence of a quorum and abstentions will have the same effect as a vote against the proposal. Broker non-votes will have no effect in determining whether or not the proposal is approved.

The Company Board unanimously recommends that the Company
stockholders vote "FOR" the Executive Compensation Proposal.

97


Table of Contents


PROPOSAL 3—AUTHORITY TO ADJOURN OR POSTPONE THE SPECIAL MEETING

The Adjournment Proposal

        If at the Special Meeting of stockholders, the number of shares of the Company Common Stock represented and voting in favor of approval of the Merger Agreement is insufficient to adopt that proposal under the Delaware General Corporation Law, we may move to adjourn or postpone the Special Meeting to enable the Company Board to solicit additional proxies in respect of such proposal. In that event, we will ask our stockholders to vote only upon the Adjournment Proposal, and not the Merger Proposal or the Executive Compensation Proposal.

        In this proposal, we are asking you to authorize the holder of any proxy solicited by the Company Board to vote in favor of granting discretionary authority to the proxy or attorney-in-fact to adjourn the Special Meeting to another time and place for the purpose of soliciting additional proxies. If the stockholders approve the Adjournment Proposal, we could adjourn or postpone the Special Meeting and any adjourned or postponed session of the Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously voted. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against the approval of the Merger Agreement to defeat that proposal, we could adjourn the Special Meeting without a vote on the Merger Agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the Merger Agreement.

        Failure of this proposal to pass will not affect the ability of the holder of any proxy solicited by us to adjourn the Special Meeting in the event insufficient shares of the Company Common Stock are represented to establish a quorum, or for any other lawful purpose.

Vote Required and Recommendation of the Company Board

        Approval of the proposal to adjourn or postpone the Special Meeting for the purpose of soliciting proxies, if necessary or appropriate, requires the affirmative vote of the holders of a majority of the shares present in person or by proxy at the Special Meeting and voting on the matter.

        The Company Board believes that it is in the best interests of the Company and our stockholders to be able to adjourn or postpone the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting.

        Abstentions and broker non-votes, if any, will be counted as present for the purpose of determining the presence of a quorum and abstentions will have the same effect as a vote against the proposal. Broker non-votes will have no effect in determining whether or not the proposal is approved.

The Company Board unanimously recommends that the Company stockholders
vote "FOR" the Adjournment Proposal, if necessary or appropriate.


OTHER MATTERS

        As of the date of this proxy statement, the Company Board is not aware of any matter to be presented for action at the Special Meeting, other than the matters set forth in this proxy statement. Should any other matter requiring a vote of stockholders arise, the proxies in the enclosed form of proxy confer upon the person or persons entitled to vote the shares represented by such proxies discretionary authority to vote the same in accordance with their best judgment.

98


Table of Contents

Adjournments and Postponements

        The Special Meeting may be adjourned or postponed without notice, other than by the announcement made at the Special Meeting, by approval of the holders of a majority of the shares of the Company Common Stock present, in person or by proxy. We are soliciting proxies to grant the authority to vote in favor of adjournment or postponement of the Special Meeting. In particular, authority is expected to be exercised if the purpose of the adjournment or postponement is to provide additional time to solicit votes in favor of adoption of the Merger Agreement. The Company Board unanimously recommends that you vote in favor of the Adjournment Proposal. In addition, if a quorum is not present at the Special Meeting, the Special Meeting may be adjourned by the chairman of the Special Meeting or by the vote of a majority of the shares represented at the Special Meeting, regardless of whether the Adjournment Proposal is approved, but no other business will be transacted at the Special Meeting until a quorum is present.

Future Stockholder Proposals

        If the Merger is consummated, we will have no public stockholders and there will be no public participation in any future meetings of our stockholders. However, if the Merger is not consummated, our stockholders will continue to be entitled to attend and participate in meetings of our stockholders.

        We intend to hold an Annual Meeting of Stockholders in 2019 only if the Merger is not consummated. If the Merger is not consummated, please see below for timing of stockholder proposals relating to our 2019 Annual Meeting of Stockholders.

        To be considered for inclusion in next year's proxy materials, your proposal must be submitted in writing by February 8, 2019, to the Secretary of Web.com at 12808 Gran Bay Parkway West, Jacksonville, Florida 32258. All proposals must comply with Rule 14a-8 under the Securities and Exchange Act of 1934, as amended.

        A stockholder nomination for director or a proposal that will not be included in next year's proxy materials, but that a stockholder intends to present in person at next year's annual meeting, must comply with the notice, information and consent provisions contained in the Company's Bylaws. In part, the Bylaws provide that to timely submit a proposal or nominate a director you must do so by submitting the proposal or nomination in writing, to the Company's Secretary at the Company's principal executive offices no later than the close of business on February 8, 2019, (90 days prior to the first anniversary of the 2018 Annual Meeting Date) nor earlier than the close of business on January 9 2019 (120 days prior to the first anniversary of the 2018 Annual Meeting Date). In the event that the Company sets an annual meeting date for 2019 that is not within 30 days before or after the anniversary of the 2018 Annual Meeting date, notice by the stockholder must be received no earlier than the close of business on the 120th day prior to the 2019 Annual Meeting and not later than the close of business on the later of the 90th day prior to the 2019 Annual Meeting or the 10th day following the day on which public announcement of the date of the 2019 Annual Meeting is first made. The Company's Bylaws contain additional requirements to properly submit a proposal or nominate a director. If you plan to submit a proposal or nominate a director, please review the Company's Bylaws carefully. You may obtain a copy of the Company's Bylaws by mailing a request in writing to the Secretary of Web.com at 12808 Gran Bay Parkway West, Jacksonville, Florida 32258.

Where You Can Find More Information

        Web.com files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information that we file with the SEC at the SEC public reference room at the following location: Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. These SEC filings are also available to the public from commercial document retrieval services and at the website maintained by the SEC at www.sec.gov.

99


Table of Contents

        Parent has supplied all information contained in this proxy statement relating to Parent and Merger Sub and Web.com has supplied all information relating to Web.com.

        Statements contained in this proxy statement, or in any document incorporated by reference in this proxy statement regarding the contents of any contract or other document, are not necessarily complete and each such statement is qualified in its entirety by reference to that contract or other document filed as an exhibit with the SEC. The SEC allows us to "incorporate by reference" into this proxy statement documents we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this proxy statement, and later information that we file with the SEC will update and supersede that information. We incorporate by reference the documents listed below and any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement and before the date of the Special Meeting.

        Notwithstanding the foregoing, information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, including the related exhibits, is not incorporated by reference into this proxy statement.

        If you have any questions about this proxy statement, the Special Meeting or the acquisition by Parent after reading this proxy statement, or if you would like additional copies of this proxy statement, please contact us at:

Web.com Group, Inc.
Address: 12808 Gran Bay Parkway West, Jacksonville, Florida 32258
Telephone: 1-904-680-6600

        This proxy statement contains references to the availability of certain information from our website, www.web.com. By making such references, we do not incorporate into this document the information included on our website.

        This proxy statement does not constitute the solicitation of a proxy in any jurisdiction to or from any person to whom or from whom it is unlawful to make such proxy solicitation in that jurisdiction. You should rely only on the information contained in this proxy statement. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated September 5, 2018. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date. Neither the mailing of this proxy statement to stockholders nor the issuance of cash in the Merger creates any implication to the contrary.

Directions to the Special Meeting Location

        If you plan to attend the Special Meeting and need directions, please contact our Investor Relations Department at 1-904-680-6600.

100


Table of Contents

Miscellaneous

        Web.com has supplied all information relating to Web.com, and Parent has supplied (and Web.com has not independently verified) all of the information relating to Parent and Merger Sub contained in the sections titled "Summary—"The Companies" of this proxy statement.

        You should rely only on the information contained in this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement to vote on the Merger. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated September 5, 2018. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this proxy statement) and the mailing of this proxy statement to stockholders does not create any implication to the contrary.

        Your vote is very important. Please promptly vote your shares by completing, signing, dating and returning your proxy card or by submitting your proxy over the Internet or by telephone as described on your proxy card or voting instruction form.

By Order of the Board of Directors
Web.com Group, Inc.

GRAPHIC


Matthew P. McClure
Secretary

September 5, 2018

101


Table of Contents


Annex A

EXECUTION VERSION

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

by and among:

PARKER PRIVATE HOLDINGS II, LLC,

PARKER PRIVATE MERGER SUB, INC.

and

WEB.COM GROUP, INC.

dated as of

AUGUST 5, 2018

Annex A - 1


Table of Contents


TABLE OF CONTENTS

 
   
  Page
ARTICLE I THE MERGER   Annex A - 2

Section 1.1

 

The Merger

 
Annex A - 2

Section 1.2

 

Closing

 
Annex A - 2

Section 1.3

 

Effective Time

 
Annex A - 2

Section 1.4

 

Certificate of Incorporation; Bylaws; Directors and Officers

 
Annex A - 2

Section 1.5

 

Conversion and Exchange of Shares

 
Annex A - 3

Section 1.6

 

Company Equity Awards

 
Annex A - 4

Section 1.7

 

Closing of the Company's Transfer Books

 
Annex A - 5

Section 1.8

 

Surrender of Certificates

 
Annex A - 5

Section 1.9

 

Withholding Rights

 
Annex A - 7

Section 1.10

 

Transfer Taxes

 
Annex A - 7

Section 1.11

 

Appraisal Rights

 
Annex A - 7

Section 1.12

 

Further Action

 
Annex A - 8

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 

Annex A - 8

Section 2.1

 

Organization

 
Annex A - 8

Section 2.2

 

Capitalization

 
Annex A - 8

Section 2.3

 

Authorization; No Conflict

 
Annex A - 10

Section 2.4

 

Subsidiaries

 
Annex A - 11

Section 2.5

 

SEC Reports and Financial Statements

 
Annex A - 12

Section 2.6

 

Absence of Material Adverse Changes, etc

 
Annex A - 13

Section 2.7

 

Litigation

 
Annex A - 13

Section 2.8

 

Information Supplied

 
Annex A - 13

Section 2.9

 

Broker's or Finder's Fees

 
Annex A - 13

Section 2.10

 

Employee Plans

 
Annex A - 14

Section 2.11

 

Opinion of Financial Advisor

 
Annex A - 15

Section 2.12

 

Taxes

 
Annex A - 15

Section 2.13

 

Environmental Matters

 
Annex A - 17

Section 2.14

 

Compliance with Laws

 
Annex A - 17

Section 2.15

 

Intellectual Property

 
Annex A - 18

Section 2.16

 

Employment Matters

 
Annex A - 20

Section 2.17

 

Insurance

 
Annex A - 21

Section 2.18

 

Material Contracts

 
Annex A - 21

Annex A - i


Table of Contents

 
   
  Page

Section 2.19

 

Properties

  Annex A - 23

Section 2.20

 

Grants

 
Annex A - 23

Section 2.21

 

Inapplicability of Anti-takeover Statutes

 
Annex A - 23

Section 2.22

 

Anti-Corruption Matters

 
Annex A - 24

ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

 

Annex A - 24

Section 3.1

 

Valid Existence

 
Annex A - 24

Section 3.2

 

Authority; Binding Nature of Agreement

 
Annex A - 25

Section 3.3

 

Non-Contravention

 
Annex A - 25

Section 3.4

 

No Legal Proceedings Challenging the Merger

 
Annex A - 26

Section 3.5

 

Activities of Merger Sub

 
Annex A - 26

Section 3.6

 

Information Supplied

 
Annex A - 26

Section 3.7

 

No Other Company Representations or Warranties

 
Annex A - 26

Section 3.8

 

Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans

 
Annex A - 27

Section 3.9

 

Financing

 
Annex A - 27

Section 3.10

 

Limited Guarantee

 
Annex A - 29

Section 3.11

 

Solvency

 
Annex A - 29

Section 3.12

 

Ownership of the Company Common Stock

 
Annex A - 29

Section 3.13

 

Certain Agreements with Management

 
Annex A - 30

Section 3.14

 

Interest in Competitors

 
Annex A - 30

Section 3.15

 

Broker's or Finder's Fees

 
Annex A - 30

ARTICLE IV COVENANTS

 

Annex A - 30

Section 4.1

 

Access and Investigation

 
Annex A - 30

Section 4.2

 

Operation of the Company's Business

 
Annex A - 31

Section 4.3

 

Proxy Statement

 
Annex A - 34

Section 4.4

 

Company Stockholders' Meeting

 
Annex A - 35

Section 4.5

 

Acquisition Proposals

 
Annex A - 37

Section 4.6

 

Consents; Filings; Reasonable Best Efforts

 
Annex A - 41

Section 4.7

 

Public Announcements

 
Annex A - 43

Section 4.8

 

Director and Officer Liability

 
Annex A - 43

Section 4.9

 

Director Resignations

 
Annex A - 44

Section 4.10

 

Notification of Certain Events

 
Annex A - 45

Section 4.11

 

Transaction Litigation

 
Annex A - 45

Annex A - ii


Table of Contents

 
   
  Page

Section 4.12

 

Rule 16b-3

  Annex A - 45

Section 4.13

 

Confidentiality

 
Annex A - 45

Section 4.14

 

Approval of Sole Stockholder of Merger Sub; Obligations of Merger Sub

 
Annex A - 46

Section 4.15

 

Financing

 
Annex A - 46

Section 4.16

 

Financing Cooperation and Indemnification

 
Annex A - 48

Section 4.17

 

Stock Exchange Delisting

 
Annex A - 52

Section 4.18

 

Takeover Statutes

 
Annex A - 52

Section 4.19

 

Employee Matters

 
Annex A - 52

ARTICLE V CONDITIONS TO MERGER

 

Annex A - 53

Section 5.1

 

Conditions to Each Party's Obligation to Effect the Merger

 
Annex A - 53

Section 5.2

 

Conditions to Obligation of the Company to Effect the Merger

 
Annex A - 53

Section 5.3

 

Conditions to Obligations of Parent and Merger Sub to Effect the Merger

 
Annex A - 54

Section 5.4

 

Frustration of Closing Conditions

 
Annex A - 54

ARTICLE VI TERMINATION

 

Annex A - 54

Section 6.1

 

Termination

 
Annex A - 54

Section 6.2

 

Effect of Termination

 
Annex A - 56

Section 6.3

 

Expenses; Termination Fees

 
Annex A - 56

ARTICLE VII MISCELLANEOUS PROVISIONS

 

Annex A - 59

Section 7.1

 

Amendment or Supplement

 
Annex A - 59

Section 7.2

 

Extension of Time, Waiver, etc

 
Annex A - 59

Section 7.3

 

No Additional Representations; No Survival

 
Annex A - 59

Section 7.4

 

Entire Agreement; No Third Party Beneficiary

 
Annex A - 60

Section 7.5

 

Applicable Law; Jurisdiction

 
Annex A - 60

Section 7.6

 

Specific Enforcement

 
Annex A - 61

Section 7.7

 

Assignment

 
Annex A - 62

Section 7.8

 

Notices

 
Annex A - 62

Section 7.9

 

Severability

 
Annex A - 63

Section 7.10

 

Construction

 
Annex A - 63

Section 7.11

 

Counterparts; Signatures

 
Annex A - 64

Section 7.12

 

Lender Limitations

 
Annex A - 64

Section 7.13

 

Disclaimer

 
Annex A - 65

Annex A - iii


Table of Contents


AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

        This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER ("Agreement") dated as of August 5, 2018 (the "Agreement Date") by and among Parker Private Holdings II, LLC, a Delaware limited liability company ("Parent"), Parker Private Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Web.com Group, Inc., a Delaware corporation (the "Company"), amends and restates in its entirety that certain Agreement and Plan of Merger, dated as of June 20, 2018, by and among the parties hereto (the "Original Agreement"). Certain capitalized terms used in this Agreement are defined in Exhibit A.


RECITALS

        WHEREAS, the parties desire to amend and restate the Original Agreement in its entirety on the terms and subject to the conditions set forth herein;

        WHEREAS, the parties intend that Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent in accordance with the General Corporation Law of the State of Delaware (the "DGCL") pursuant to which, except as otherwise provided herein, all of the issued and outstanding shares of Company Common Stock will be cancelled and converted into the right to receive the Merger Consideration, upon the terms and subject to the conditions of this Agreement;

        WHEREAS, the board of directors of the Company (the "Company Board") has duly (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) adopted this Agreement and the transactions contemplated hereby, including the Merger, (iii) directed that this Agreement be submitted to the stockholders of the Company for their approval and (iv) resolved to recommend that the stockholders of the Company approve this Agreement;

        WHEREAS, the board of directors of Merger Sub has unanimously adopted, and the managing member of Parent has unanimously adopted, in each case, this Agreement and the transactions contemplated hereby, including the Merger;

        WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the willingness of the Company to enter into this Agreement, Parent has delivered to the Company the limited guarantee of Siris Partners III, L.P., Siris Partners III Parallel, L.P., Siris Partners IV, L.P., and Siris Partners IV Parallel, L.P. (collectively, the "Guarantors"), dated as of the Agreement Date, in favor of the Company with respect to certain obligations of Parent and Merger Sub under this Agreement (as amended, restated, supplemented, modified or waived, the "Limited Guarantee") as specified in the Limited Guarantee; and

        WHEREAS, the Company, Parent and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with the Merger and to prescribe certain conditions to the Merger, in each case, as set forth herein.

Annex A - 1


Table of Contents


AGREEMENT

        NOW, THEREFORE, in consideration of the mutual covenants and premises contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement agree as follows:


ARTICLE I
THE MERGER

        Section 1.1    The Merger.     Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company and the separate corporate existence of Merger Sub shall thereupon cease. The Company shall be the surviving corporation in the Merger (hereinafter referred to as the "Surviving Corporation") and a wholly owned Subsidiary of Parent, and the separate corporate existence of the Company with all its properties, rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

        Section 1.2    Closing.     Subject to the provisions of this Agreement, the closing of the Merger (the "Closing") shall take place via the electronic exchange of signatures and documentation as soon as practicable, but in any event within three (3) Business Days, following the satisfaction or, to the extent permitted hereunder, waiver of the conditions set forth in Article V (except for any conditions that by their nature can only be satisfied on the Closing Date, but subject to the satisfaction of such conditions on the Closing Date or waiver by the Party entitled to waive such conditions); provided, however, the Closing may occur on such other date or at such other time and place as agreed to in writing by Parent and the Company; provided, further, that documents may be delivered and exchanged at the Closing by facsimile, PDF or other electronic means; provided, further, that if the Marketing Period has not ended at the time of the satisfaction or, to the extent permitted hereunder, waiver of the conditions set forth in Article V (except for any conditions that by their nature can only be satisfied on the Closing Date, but subject to the satisfaction of such conditions on the Closing Date or waiver by the Party entitled to waive such conditions), the Closing shall occur on the date following the satisfaction or, to the extent permitted hereunder, waiver of such conditions that is the earliest to occur of (a) a date during the Marketing Period to be specified by Parent in writing on no fewer than three (3) Business Days' notice to the Company and (b) the second (2nd) Business Day following the final day of the Marketing Period.

        Section 1.3    Effective Time.     Subject to the terms and conditions set forth herein, as soon as practicable following the fulfillment or waiver of all of the conditions set forth in Article V, on the Closing Date, the parties shall file the certificate of merger as contemplated by the DGCL (the "Certificate of Merger") together with any required related certificates, filings and recordings, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, the DGCL. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware or such other date and time as may be mutually agreed upon by Parent and the Company and set forth in the Certificate of Merger (the "Effective Time").

        Section 1.4    Certificate of Incorporation; Bylaws; Directors and Officers.     

                (a)   The Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated in its entirety at the Effective Time to read as set forth in Exhibit B hereto, and, as so amended, shall be the Certificate of Incorporation of the Surviving

Annex A - 2


Table of Contents

Corporation (the "Surviving Charter") until thereafter amended in accordance with the DGCL and such Surviving Charter, subject to Section 4.8.

                (b)   The bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the DGCL and such bylaws (as so amended, the "Bylaws"), subject to Section 4.8.

                (c)   From and after the Effective Time, (i) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case, until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter and the Bylaws.

        Section 1.5    Conversion and Exchange of Shares.     

                (a)   At the Effective Time, by virtue of the Merger and without any further action on the part of Merger Sub, Parent, the Company or any stockholder of the Company or Merger Sub:

                        (i)    each share of Company Common Stock issued and outstanding immediately prior to the Effective Time ("Shares") (other than (x) shares of Company Common Stock held by the Company, Parent or Merger Sub or any direct or indirect wholly-owned Subsidiary of either the Company or Parent ("Excluded Shares") and (y) shares of Company Common Stock with respect to which the holder thereof has not voted in favor of the Merger or consented to it in writing, has demanded the appraisal of such shares in accordance with, and shall have properly exercised and perfected such holder's demand for appraisal rights with respect to such shares in compliance with the provisions of Section 262 of the DGCL ("Dissenting Shares")) shall be converted into the right to receive, in accordance with this Article I, twenty-eight dollars ($28.00) in cash per share, without interest (the per share cash consideration to be issued to the holders of such Shares, the "Merger Consideration");

                        (ii)   each share of Company Common Stock converted into the Merger Consideration pursuant to Section 1.5(a)(i) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate that immediately prior to the Effective Time represented any such Shares (each, a "Certificate") or Shares represented by book-entry (the "Book-Entry Shares") (other than Certificates or Book-Entry Shares representing Excluded Shares or Dissenting Shares) shall thereafter represent only the right to receive the Merger Consideration for each share covered thereby upon surrender of such Certificate or transfer of such Book-Entry Shares in accordance with this Article I;

                        (iii)  each Excluded Share issued and outstanding immediately prior to the Effective Time, by virtue of the Merger, shall cease to be outstanding and shall be automatically cancelled and retired without payment of any consideration therefor and shall cease to exist; and

                        (iv)  each share of the common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into one (1) newly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

                (b)   If, during the period commencing on the Agreement Date and ending at the Effective Time, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, merger, issuer tender offer, exchange of shares or other like change with respect to Company Common Stock, then the Merger Consideration shall be appropriately adjusted; provided that the Company shall be required to comply with Section 4.2 in connection with any such action.

Annex A - 3


Table of Contents

        Section 1.6    Company Equity Awards.     

                (a)   Company Options.    Neither Merger Sub nor Parent shall assume any Company Options or substitute for any Company Option any option for Merger Sub or Parent equity, in connection with the Merger or any other Transactions. As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, and without any action on the part of any optionholder, except as set forth in Section 1.6(a) of the Company Disclosure Schedules: (i) all Unvested Company Options outstanding as of immediately prior to the Effective Time shall fully vest and become exercisable, and become Vested Company Options, and (ii) to the extent not exercised prior to the Effective Time, each Company Option shall be cancelled, with each former holder of any such cancelled Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafter (but in no event later than three (3) Business Days thereafter), in consideration of the cancellation of such Company Option, an amount in cash (without interest and subject to deduction for any required withholding Tax as contemplated in Section 1.9), equal to the product of: (A) the excess, if any, of the Merger Consideration over the exercise price per share of each such Company Option; and (B) the number of shares of Company Common Stock underlying such Company Option; provided, however, that if the exercise price per share of any such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled and terminated without any cash payment being made in respect thereof.

                (b)   Company Restricted Shares.

                        (i)    As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, and without any action on the part of any holder thereof, each share of Company Common Stock subject to time-based vesting restrictions granted under a Stock Plan (a "Company Restricted Share") that is outstanding immediately prior to the Effective Time shall become fully vested and nonforfeitable and shall be converted automatically into and shall thereafter represent the right to receive the Merger Consideration.

                        (ii)   As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, and without any action on the part of any holder thereof, each share of Company Common Stock subject to performance-based vesting restrictions granted under a Stock Plan (a "Company Performance Share") that is outstanding immediately prior to the Effective Time shall become fully vested and nonforfeitable based upon an assumed achievement of one hundred percent (100%) of the target level of performance in each and every performance year remaining. Such vested Company Performance Shares shall be converted automatically into and shall thereafter represent the right to receive the Merger Consideration.

                (c)   Company RSUs.

                        (i)    Neither Merger Sub nor Parent shall assume any Company RSU or substitute for any Company RSU any similar award for Merger Sub or Parent equity, in connection with the Merger or any other Transactions.

                        (ii)   As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, and without any action on the part of any holder of Company RSUs, all Unvested Company RSUs outstanding as of immediately prior to the Effective Time shall fully vest and become Vested Company RSUs. In the case of Unvested Company RSUs that are subject to performance-based vesting conditions, the number of Unvested Company RSUs that become Vested Company RSUs shall be based upon an assumed achievement of one hundred percent (100%) of the target level of performance in each and every performance year remaining.

                        (iii)  Each Vested Company RSU that is outstanding immediately prior to the Effective Time shall be cancelled at the Effective Time, and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such Vested Company RSU, at the Effective Time or as soon as practicable thereafter (but in no event later than ten (10) Business Days thereafter), an amount in cash (without

Annex A - 4


Table of Contents

interest and subject to deduction for any required withholding Tax as contemplated in Section 1.9) equal to the product of (A) the Merger Consideration and (B) the number of shares of Company Common Stock subject to such Company RSU; provided that notwithstanding anything to the contrary contained in this Agreement, any payment in respect of any Vested Company RSU which immediately prior to such cancellation was treated as "deferred compensation" subject to Section 409A of the Code shall be made on the applicable settlement date for such Vested Company RSU if required in order to comply with Section 409A of the Code.

                (d)   Payment of Company Options and Vested Company RSUs.    Parent shall take all actions necessary so that, no later than three (3) Business Days after the Effective Time (or such later time required by the proviso included in Section 1.6(c)(iii)), the Surviving Corporation shall pay or cause to be paid to each holder of Employee Options and Vested Company RSUs the amounts to which such holder is entitled as determined in accordance with this Section 1.6 through the payroll of the Surviving Corporation or the applicable Company Subsidiary, and shall pay to each holder of Non-Employee Options the amounts to which such holder is entitled as determined in accordance with this Section 1.6 through the standard accounts payable procedures of the Surviving Corporation or the applicable Company Subsidiary. In the event that the Surviving Corporation has insufficient cash to make such payment to each holder of Company Options and Company RSUs as of the Effective Time, Parent shall pay such amounts or provide to the Surviving Corporation, on the Closing Date, sufficient cash to pay such amounts.

                (e)   Further Actions.    The Company Board (or, if appropriate, any committee thereof administering the Stock Plans) shall take such actions as are necessary to approve and effectuate the foregoing provisions of this Section 1.6, including making any determinations and/or resolutions of the Company Board or a committee thereof or any administrator of a Stock Plan as may be necessary.

        Section 1.7    Closing of the Company's Transfer Books.     At the Effective Time, the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further registrations or transfers of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, any Certificates or Book-Entry Shares are presented to the Payment Agent or to the Surviving Corporation or Parent, they shall be marked cancelled and shall be exchanged as provided in Section 1.8 below.

        Section 1.8    Surrender of Certificates.     

                (a)   Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as payment agent in the Merger (the "Payment Agent"). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, with the Payment Agent, separate and apart from its other funds, for the purpose of exchanging Merger Consideration for Certificates and Book-Entry Shares (other than Certificates or Book-Entry Shares representing Excluded Shares or Dissenting Shares), cash sufficient to pay the aggregate Merger Consideration payable pursuant to Section 1.5 with respect to such Shares, including, for the avoidance of doubt, the Company Restricted Shares and the Company Performance Shares. The cash amount so deposited with the Payment Agent is referred to as the "Payment Fund." The Payment Agent will invest the funds included in the Payment Fund in the manner directed by Parent; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Moody's Investors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank that are then publicly available). Any interest or other income resulting from the investment of such funds shall be the property of Parent.

                (b)   As promptly as practicable after the Effective Time, but in no event more than three (3) Business Days following the Effective Time, the Surviving Corporation shall cause the Payment Agent to mail to each holder of record of Shares (as of immediately prior to the Effective Time) (A) a letter of

Annex A - 5


Table of Contents

transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and/or (B) instructions for effecting the surrender of the Certificates or transfer of the Book-Entry Shares in exchange for the Merger Consideration.

                (c)   Each holder of shares of Company Common Stock (other than Excluded Shares or Dissenting Shares) shall, upon (A) surrender to the Payment Agent of Certificates for cancellation, together with su