VZ Verizon Communications Inc

In considering the recommendation of the Straight Path board, you should be aware that directors and executive officers of Straight Path have certain interests in the merger that may be different from, or in addition to, the interests of Straight Path stockholders generally. See the sections entitled “Non-Binding, Advisory Vote on Transaction-Related Compensation for Straight Path’s Named Executive Officers” beginning on page 97 of the accompanying proxy statement/prospectus and “Interests of Straight Path’s Directors and Executive Officers in the Merger” beginning on page 101 of the accompanying proxy statement/prospectus for a more detailed description of these interests.

In particular, we urge you to read carefully the section entitled “ Risk Factors ” beginning on page 23 of the accompanying proxy statement/prospectus. If you have any questions regarding the accompanying proxy statement/prospectus, you may contact Straight Path’s proxy solicitor, D.F. King & Co., Inc., at the telephone numbers, email address or mailing address below.

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokerage Firms Call: (212) 269-5550

Stockholders Call Toll Free: (800) 714-3310

Email: strp@dfking.com

We urge you to read carefully and in its entirety the accompanying proxy statement/prospectus, including the Annexes and the documents incorporated by reference.

On behalf of the board of directors of Straight Path, thank you for your consideration and continued support.

Sincerely,

Davidi Jonas

Chairman of the Board, Chief Executive

Officer and President

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER OR OTHER TRANSACTIONS DESCRIBED IN THE ATTACHED PROXY STATEMENT/PROSPECTUS OR THE SECURITIES TO BE ISSUED PURSUANT TO THE MERGER UNDER THE ATTACHED PROXY STATEMENT/PROSPECTUS NOR HAVE THEY DETERMINED IF THE ATTACHED PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [                ], 2017 and is first being mailed to Straight Path stockholders on or about [                ], 2017.

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Straight Path Communications Inc.

5300 Hickory Park Drive, Suite 218

Glen Allen, Virginia, 23059

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Dear Fellow Stockholder:

You are cordially invited to attend a special meeting of Straight Path Communications Inc. stockholders. The special meeting will be held on August 2, 2017, at 10:00 A.M. Eastern time, at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York, 10153, to consider and vote on the following matters:

1. a proposal to adopt the Agreement and Plan of Merger, dated as of May 11, 2017, as it may be amended from time to time, which we refer to as the merger agreement, by and among Straight Path Communications Inc., a Delaware corporation which we refer to as Straight Path, Verizon Communications Inc., a Delaware corporation which we refer to as Verizon, and Waves Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Verizon which we refer to as Merger Sub. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement/prospectus;

2. a proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Straight Path’s named executive officers in connection with the merger and the agreements and understandings pursuant to which such compensation may be paid or become payable; and

3. a proposal to approve adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement or if a quorum is not present at the special meeting.

The record date for the special meeting is June 30, 2017. Only stockholders of record as of the close of business on June 30, 2017 are entitled to notice of, and to vote at, the special meeting. All stockholders of record as of that date are cordially invited to attend the special meeting in person.

Your vote is very important, regardless of the number of shares of Straight Path common stock that you own. The merger cannot be completed unless the holders of Straight Path common stock adopt the merger agreement. Adoption of the merger agreement requires the affirmative vote of a majority of the votes entitled to be cast by the holders of Straight Path Class A common stock and Straight Path Class B common stock at the special meeting, voting together as a single class. As a result of the voting agreement entered into between Verizon, Howard Jonas and the Patrick Henry Trust, the shares subject to the voting agreement are sufficient to satisfy the majority approval requirement to effect the merger and the other transactions contemplated by the merger agreement, and the merger agreement is therefore expected to be adopted by the holders of Straight Path common stock. Even if you plan to attend the special meeting in person, Straight Path requests that you complete, sign, date and return, as promptly as possible, the enclosed proxy or voting instruction card in the accompanying prepaid reply envelope or submit your proxy by telephone or the Internet prior to the special meeting to ensure that your shares of Straight Path common stock will be represented at the special meeting if you are unable to attend. If you hold your shares in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares. If you fail to submit a proxy or to attend the special meeting in person or do not provide your bank, brokerage firm or other nominee with instructions as to how to vote your shares of Straight Path common stock, as applicable, your shares of Straight Path common stock will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as voting your shares of Straight Path common stock “ AGAINST ” the adoption of the merger agreement.

Your proxy is being solicited by the board of directors of Straight Path. After careful consideration, the Straight Path board has unanimously (i) determined that the merger of Merger Sub with and into Straight Path, which we refer to as the merger, and the other transactions contemplated by the merger agreement are fair to and in the best interests of Straight Path and its stockholders, (ii) approved and declared advisable the merger

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agreement, the merger and the other transactions contemplated by the merger agreement and (iii) directed that the merger agreement be submitted to Straight Path stockholders and recommended the adoption of the merger agreement by Straight Path stockholders. The Straight Path board unanimously recommends that you vote “FOR” the adoption of the merger agreement and “FOR” the other proposals described in the accompanying proxy statement/prospectus. The Straight Path board made its determination after evaluating the merger in consultation with Straight Path’s management and legal and financial advisors and considering a number of factors. In considering the recommendation of the Straight Path board, you should be aware that the directors and executive officers of Straight Path have certain interests in the merger that may be different from or in addition to the interests of Straight Path stockholders generally. See the sections entitled “Non-Binding, Advisory Vote on Transaction-Related Compensation for Straight Path’s Named Executive Officers” and “Interests of Straight Path’s Directors and Executive Officers in the Merger” beginning on pages 97 and 101, respectively, of the accompanying proxy statement/prospectus for a more detailed description of these interests.

To gain admittance to the special meeting, please detach and retain the admission ticket attached to your proxy or voting instruction card. If you are attending the special meeting in person, you will be required to present valid photo identification, such as a driver’s license or passport, and an admission ticket to be admitted to the special meeting. If your shares of Straight Path common stock are held through a bank, brokerage firm or other nominee, please follow the instructions provided by your bank, brokerage firm or other nominee to print an admission pass, or bring evidence that you own Straight Path common stock to the special meeting and we will provide you with an admission ticket. If you received your special meeting materials electronically and wish to attend the meeting, please follow the instructions provided for attendance. A form of government issued photo ID will be required to enter the special meeting. In addition, packages and bags may be inspected and other measures may be employed to enhance the security of persons attending the special meeting. These procedures may require additional time, so please plan your arrival time accordingly. To avoid disruption, admission may be limited once the special meeting begins.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU ATTEND THE SPECIAL MEETING AND VOTE IN PERSON, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED.

By Order of the Board of Directors,

Yonatan Cantor

Corporate Secretary

Glen Allen, Virginia

Dated: June 30, 2017

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers are intended to briefly address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a Straight Path stockholder. To better understand the merger, the merger agreement and the special meeting, please carefully read this entire proxy statement/prospectus, including the annexes and other documents incorporated by reference herein. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions under the section entitled “Where You Can Find More Information” beginning on page 119 of this proxy statement/prospectus.

About the Merger

This proxy statement/prospectus includes important information about the merger, the merger agreement and the special meeting. Straight Path stockholders should read this information carefully and in its entirety. The enclosed voting materials allow stockholders to vote their shares without attending the special meeting in person.

This proxy statement/prospectus constitutes both a proxy statement of Straight Path and a prospectus of Verizon. It is a proxy statement of Straight Path because the Straight Path board of directors, which we refer to as the Straight Path board, is soliciting proxies from its stockholders. It is a prospectus because Verizon will issue shares of its common stock in exchange for outstanding shares of Straight Path common stock in the merger.

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Based on the closing stock price of Verizon common stock on the NYSE on [                    ], 2017, the latest practicable date before the mailing of this proxy statement/prospectus, of $[        ], and assuming that such price was to be the average stock price for the applicable period leading up to the merger upon which the number of Verizon shares of common stock to be received as merger consideration is determined, you would receive [                ] shares of Verizon common stock for each share of Straight Path common stock. However, as further detailed below, no fractional shares of Verizon common stock will be issued in the merger. We encourage you to obtain current quotes for Verizon common stock, given that the merger consideration is payable in shares of Verizon common stock.

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Additionally, at the effective time, each outstanding share of Straight Path restricted stock, whether vested or unvested, will be terminated and cancelled and will only entitle the holder of each such share of restricted stock to receive an amount equal to the merger consideration.

For additional information regarding the Straight Path equity compensation awards, see the section entitled “Interests of Straight Path’s Directors and Executive Officers in the Merger—Equity Compensation Awards” beginning on page 101 of this proxy statement/prospectus.

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As further described in the section entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 89 of this proxy statement/prospectus, Straight Path’s obligation to effect the merger is subject to the satisfaction, or waiver by Straight Path, at or prior to the effective time of the merger, of the condition that Straight Path receive a written tax opinion from Weil, Gotshal & Manges LLP, legal counsel to Straight Path, dated as of the closing date of the merger, to the effect that the merger will qualify for the intended tax treatment.

For a more detailed discussion of the material United States federal income tax consequences of the merger, please carefully review the information set forth in the section entitled “Material United States Federal Income Tax Consequences” beginning on page 103 of this proxy statement/prospectus.

The tax consequences of the merger to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your own tax advisor as to the specific tax consequences of the merger.

Former Straight Path stockholders who hold Straight Path share certificates will not be entitled to be paid dividends otherwise payable on the shares of Verizon common stock into which their shares of Straight Path common stock are exchangeable until they surrender their Straight Path share certificates according to the instructions provided to them. Dividends will be accrued for these stockholders and they will receive the accrued dividends when they surrender their Straight Path share certificates. Verizon most recently paid a quarterly dividend on May 1, 2017 in an amount equal to $0.5775 per share of Verizon common stock.

All future Verizon dividends will remain subject to approval by the board of directors of Verizon, which we refer to as the Verizon board.

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In the event the merger is not completed for any reason, the Straight Path stockholders will not receive any merger consideration for their shares of Straight Path common stock in connection with the merger. Instead, all Straight Path stockholders will continue to own their shares of Straight Path common stock, all Straight Path options and restricted stock awards will continue to vest on their applicable vesting schedules, Straight Path will remain a publicly traded company and the Straight Path Class B common stock will continue to be listed and traded on the NYSE MKT.

About the Special Meeting

The proposal to approve, on a non-binding, advisory basis, the merger-related executive compensation requires the affirmative vote of a majority of votes cast thereon. If you vote to abstain or if you fail to submit a valid proxy or to vote in person at the special meeting or if your shares of Straight Path common stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Straight Path common stock, your shares of Straight Path common stock will not be voted, but this will not have an effect on the proposal to approve, on a non-binding, advisory basis, the merger-related executive compensation.

The approval of adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement or if a quorum is not present at the special meeting requires the affirmative vote of at least a majority of the Straight Path common stock present in person or represented by proxy at the special meeting and entitled to vote at the special meeting, whether or not a quorum is present. If your shares of Straight Path common stock are present at the special meeting but are not voted on the proposal, or if you vote to abstain on the proposal, each will have the effect of voting your shares of Straight Path common stock “AGAINST” adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement or if a quorum is not present at the special meeting. If you fail to submit a valid proxy and to attend the special meeting or if your shares of Straight Path common stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Straight Path common stock, your shares of Straight Path common stock will not be voted, but this will not have an effect on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement or if a quorum is not present at the special meeting.

See the section entitled “Information About the Special Meeting—Vote Required” beginning on page 30 of this proxy statement/prospectus.

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After carefully reading and considering the information contained in this joint proxy statement/prospectus, please submit your proxy as soon as possible so that your shares will be represented at the special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your bank, brokerage firm or other nominee. Please note

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that if you are a beneficial owner and wish to vote in person at the special meeting, you must obtain a legal proxy from your bank, brokerage firm or other nominee.

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Your bank, brokerage firm or other nominee will only be permitted to vote your shares of Straight Path common stock if you instruct your bank, brokerage firm or other nominee how to vote. You should follow the procedures provided by your bank, brokerage firm or other nominee regarding the voting of your shares of Straight Path common stock. In accordance with the rules of the NYSE, banks, brokerage firms and other nominees who hold shares of Straight Path common stock in street name for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to non-routine matters, such as the adoption of the merger agreement, the proposal to approve, on a non-binding, advisory basis, the merger-related executive compensation and adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement or if a quorum is not present at the special meeting. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokerage firms and other nominees are not empowered to vote such shares.

The effect of not instructing your bank, broker or other nominee how you wish your shares to be voted will be the same as voting your shares “AGAINST” the adoption of the merger agreement, and will not have an effect on either the proposal to approve, on a non-binding, advisory basis, the merger-related executive compensation or on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement or if a quorum is not present at the special meeting.

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If your shares are held in an account at a bank, brokerage firm or other nominee and you have delivered your voting instruction card to your broker, bank or other nominee, you should contact your bank, brokerage firm or other nominee to change your vote.

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D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokerage Firms Call: (212) 269-5550

Stockholders Call Toll Free: (800) 714-3310

Email: strp@dfking.com

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Record Date and Quorum

Straight Path has set the close of business on June 30, 2017 as the record date for the special meeting, and only holders of record of Straight Path common stock on the record date are entitled to vote at the special meeting. You are entitled to receive notice of, and to vote at, the special meeting if you are a stockholder of record of shares of Straight Path common stock as of the close of business on the record date. On the record date, there were [            ] shares of Straight Path Class A common stock and [            ] shares of Straight Path Class B

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common stock outstanding and entitled to vote. The Straight Path Class A common stock and the Straight Path Class B common stock will vote as a single class on all matters properly coming before the special meeting. You will have three votes for each share of Straight Path Class A common stock that you owned on the record date and one-tenth of one vote for each share of Straight Path Class B common stock that you owned on the record date.

The presence, in person or represented by proxy, of a majority of the votes entitled to be cast by holders of Straight Path common stock entitled to vote at the special meeting constitutes a quorum for the purposes of the special meeting. Abstentions are considered for purposes of establishing a quorum. A quorum is necessary to transact business at the special meeting.

Additionally, the Straight Path by-laws and the DGCL provide that if a quorum shall fail to attend any meeting, the holders of a majority of the votes entitled to be cast by the stockholders who are present in person or by proxy may adjourn the meeting from time to time, without notice other than by announcement at the meeting, to another date, place, if any, and time until a quorum shall be present.

Attendance

Only Straight Path stockholders of record as of the close of business on the record date, their duly authorized proxy holders, beneficial owners with proof of ownership and guests of Straight Path may attend the special meeting. To gain admittance to the special meeting, please detach and retain the admittance ticket attached to your proxy card. If your shares of Straight Path common stock are held through a bank, brokerage firm or other nominee, please visit the website listed in the instructions provided by your bank, brokerage firm or other nominee and follow the instructions to print an admission pass, or bring proof of your beneficial ownership of such shares to the special meeting. Acceptable proof could include an account statement showing that you owned shares of Straight Path common stock on the record date. If you received your special meeting materials electronically, please follow the instructions provided for attendance. If you are the representative of a corporate or institutional stockholder, you must present proof that you are the representative of such stockholder. Any person attending the special meeting in person will be required to present valid, government-issued photo identification, such as a driver’s license or passport, and an admission ticket to be admitted to the special meeting. Please note that cameras, recording devices and other electronic devices will not be permitted at the special meeting. In addition, packages and bags may be inspected and other measures may be employed to enhance the security of persons attending the special meeting. These procedures may require additional time, so please plan your arrival time accordingly. To avoid disruption, admission may be limited once the special meeting begins.

Vote Required

The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the votes entitled to be cast at the special meeting by the holders of Straight Path Class A common stock and Straight Path Class B common stock voting together as a single class. For the adoption of the merger agreement, you may vote “ FOR, ” “ AGAINST ” or “ ABSTAIN. ” Votes to abstain will not be counted as votes cast in favor of the adoption of the merger agreement, but will count for the purpose of determining whether a quorum is present. If you fail to submit a valid proxy or to vote in person at the special meeting or if you vote to abstain, it will have the same effect as voting your shares of Straight Path common stock “AGAINST” the adoption of the merger agreement.

If your shares of Straight Path common stock are registered directly in your name with the transfer agent of Straight Path, American Stock Transfer & Trust Company, you are considered, with respect to those shares of Straight Path common stock, the stockholder of record. If you are a stockholder of record, this proxy statement/prospectus and the enclosed proxy card have been sent directly to you by Straight Path.

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If your shares of Straight Path common stock are held through a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares of Straight Path common stock held in “street name”. In that case, this proxy statement/prospectus has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of Straight Path common stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting.

Under the rules of the NYSE MKT, banks, brokerage firms or other nominees 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, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters, such as the adoption of the merger agreement, the proposal to approve, on a non-binding, advisory basis, the merger-related executive compensation, and adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement or if a quorum is not present at the special meeting. As a result, absent specific instructions from the beneficial owner of such shares of Straight Path common stock, banks, brokerage firms and other nominees are not empowered to vote those shares of Straight Path common stock on non-routine matters.

The proposal to approve, on a non-binding, advisory basis, the merger-related executive compensation requires the affirmative vote of a majority of votes cast thereon. For purposes of the proposal, if your shares of Straight Path common stock are present at the special meeting but are not voted on this proposal, or if you have given a proxy and abstained on this proposal, or if you fail to submit a proxy or to vote in person at the special meeting, as applicable, the shares of Straight Path common stock held by you or your bank, brokerage firm or other nominee will not be counted in respect of, and will not have an effect on, the proposal to approve, on a non-binding, advisory basis, the merger-related executive compensation.

The proposal to approve adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement or if a quorum is not present at the special meeting requires the affirmative vote of the holders of a majority of the votes of Straight Path common stock present in person or represented by proxy and entitled to vote at the special meeting, whether or not a quorum is present. For purposes of the vote on adjournments of the special meeting, if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement or if a quorum is not present at the special meeting, if your shares of Straight Path common stock are present at the special meeting but are not voted on the proposal, or if you vote to abstain on the proposal, this will have the effect of voting your shares of Straight Path common stock “ AGAINST ” adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement or if a quorum is not present at the special meeting. If you fail to submit a proxy or to attend the special meeting or if your shares of Straight Path common stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Straight Path common stock, your shares of Straight Path common stock will not be voted, but this will not have an effect on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement or if a quorum is not present at the special meeting.

As of the close of business on the record date, the directors and executive officers of Straight Path beneficially owned and were entitled to vote, in the aggregate, [            ] shares of Straight Path Class A common stock and [            ] shares of Straight Path Class B common stock, representing [    ]% of the outstanding voting power of Straight Path common stock as of the close of business on the record date. We currently expect that the directors and executive officers of Straight Path will vote their shares of Straight Path common stock “FOR” the adoption of the merger agreement, “FOR” the approval, on a non-binding, advisory basis, of the merger-related executive compensation and “FOR” adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement

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or if a quorum is not present at the special meeting, although none of them has entered into any agreements obligating him or her to do so. As of the close of business on the record date, the directors and executive officers of Verizon beneficially owned and were entitled to vote, in the aggregate, [            ] shares of Straight Path Class A common stock and [            ] shares of Straight Path Class B common stock, representing [    ]% of the outstanding voting power of Straight Path common stock as of the close of business on the record date.

Proxies and Revocations

If you are a stockholder of record, you may have your shares of Straight Path common stock voted on matters presented at the special meeting in any of the following ways:

If you are a beneficial owner, you will receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of Straight Path common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee at the special meeting.

Please refer to the instructions on your proxy or voting instruction card to determine the deadlines for voting over the Internet. If you choose to submit a proxy by mailing a proxy card, your proxy card should be mailed in the accompanying prepaid reply envelope, and your proxy card must be filed with the Corporate Secretary of Straight Path by the time the special meeting begins. Please do not send in your share certificates with your proxy card. When the merger is completed, a separate letter of transmittal will be mailed to you that will enable you to receive the merger consideration in exchange for your share certificates.

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of Straight Path common stock in the way that you indicate. When completing the Internet process or the proxy card, you may specify whether your shares of Straight Path common stock should be voted “ FOR ” or “ AGAINST ” or to “ ABSTAIN ” from voting on all, some or none of the specific items of business to come before the special meeting.

If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the Straight Path common stock represented by your proxy will be voted as recommended by the Straight Path board with respect to that proposal. As of the date of this proxy statement/prospectus, the Straight Path board unanimously recommends that Straight Path stockholders vote “ FOR ” the adoption of the merger agreement, “ FOR ” the approval, on a non-binding, advisory basis of the merger-related executive compensation and “ FOR ” adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement or if a quorum is not present at the special meeting.

Any stockholder giving a proxy has the power to revoke it at any time before it is exercised. Straight Path stockholders of record may revoke their proxy by filing an instrument of revocation or a duly executed proxy bearing a later date (including by means of an Internet vote) with Straight Path’s Corporate Secretary at Straight

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Path Communications Inc., Attention: Corporate Secretary, 5300 Hickory Park Dr., Suite 218, Glen Allen, VA 23059, Telephone (804) 433-1523. Stockholders of record may also revoke a proxy by attending the special meeting and voting in person. Attendance at the special meeting alone will not revoke any proxy. If not revoked, the proxy will be voted at the special meeting in accordance with your instructions.

If your shares are held in an account at a bank, brokerage firm or other nominee and you have delivered your voting instruction card to your broker, bank or other nominee, you should contact your bank, brokerage firm or other nominee to change your vote.

If you have any questions or need assistance voting your shares, please contact Straight Path’s proxy solicitor, D.F. King & Co., Inc., banks and brokers call collect: (212) 269-5550, stockholders call toll free: (800) 714-3310, or via email at strp@dfking.com.

IT IS IMPORTANT THAT YOU VOTE YOUR SHARES OF STRAIGHT PATH COMMON STOCK PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE PRE-ADDRESSED POSTAGE-PAID ENVELOPE, OR FOLLOW THE INSTRUCTIONS ON THE PROXY CARD TO VOTE BY INTERNET. STOCKHOLDERS WHO ATTEND THE SPECIAL MEETING MAY REVOKE THEIR PROXIES BY VOTING IN PERSON.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned on one or more occasions for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement or if a quorum is not present at the special meeting. Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow Straight Path stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned.

Straight Path may also postpone or adjourn the special meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Straight Path has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Straight Path prior to the special meeting.

An adjournment generally may be made with the affirmative vote of the holders of a majority of the votes of Straight Path common stock present in person or represented by proxy and entitled to vote at the special meeting, whether or not a quorum is present.

Anticipated Date of Completion of the Merger

Subject to the satisfaction or waiver of the closing conditions described under the section entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 89 of this proxy statement/prospectus, including the adoption of the merger agreement by Straight Path stockholders at the special meeting, Straight Path and Verizon expect that the merger will be completed within nine months from the signing of the merger agreement. However, it is possible that factors outside the control of both companies could result in the merger being completed at a different time or not at all.

No Dissenters’ Rights

Because holders of shares of Straight Path common stock are not required to receive consideration other than the stock consideration in the merger, or cash in lieu of fractional shares, and shares of Verizon common stock are listed on the NYSE, holders of shares of Straight Path common stock are not entitled to exercise dissenters’ rights under Delaware law in connection with the merger.

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Solicitation of Proxies; Payment of Solicitation Expenses

Straight Path has engaged D.F. King & Co., Inc. to assist in the solicitation of proxies for the special meeting. Straight Path estimates that it will pay D.F. King & Co., Inc. a fee of approximately $10,000. Straight Path has agreed to reimburse D.F. King & Co., Inc. for certain out-of-pocket fees and expenses and also will indemnify D.F. King & Co., Inc. against certain losses, claims, damages, liabilities or expenses.

Straight Path also may reimburse banks, brokerage firms, other nominees or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Straight Path common stock. Straight Path’s directors, officers and employees also may solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Questions and Additional Information

If you have additional questions about the merger, need assistance in submitting your proxy or voting your shares of Straight Path common stock or need additional copies of this proxy statement/prospectus or the enclosed proxy card, please contact Straight Path’s proxy solicitor, D.F. King & Co., Inc., banks and brokers call collect: (212) 269-5550, stockholders call toll free: (800) 714-3310, or via email at strp@dfking.com.

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THE PARTIES TO THE MERGER

Straight Path Communications Inc.

5300 Hickory Park Drive, Suite 218

Glen Allen, Virginia 23059

(804) 433-1522

Straight Path Communications Inc., a Delaware corporation, holds an extensive portfolio of 39 GHz and 28 GHz wireless spectrum licenses through its Straight Path Spectrum subsidiary. Straight Path is developing next generation wireless technology through its Straight Path Ventures subsidiary. Straight Path holds, licenses, and conducts other business related to certain patents through IP Group.

Straight Path’s common stock is listed on the NYSE MKT under the symbol “STRP.”

Additional information about Straight Path is included in the documents incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 119 of this proxy statement/prospectus.

Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

(212) 395-1000

Verizon is a holding company that, acting through its subsidiaries, is one of the world’s leading providers of communications, information and entertainment products and services to consumers, businesses and governmental agencies. With a presence around the world, we offer voice, data and video services and solutions on our wireless and wireline networks that are designed to meet customers’ demand for mobility, reliable network connectivity, security and control. We have two reportable segments, Wireless and Wireline. Our wireless business, operating as Verizon Wireless, provides voice and data services and equipment sales across the United States using one of the most extensive and reliable wireless networks. Our wireline business provides consumer, business and government customers with communications products and enhanced services, including broadband data and video, corporate networking solutions, data center and cloud services, security and managed network services and local and long distance voice services, and also owns and operates one of the most expansive end-to-end Global Internet Protocol networks. We have a highly skilled, diverse and dedicated workforce of approximately 161,000 employees as of March 31, 2017.

Verizon’s common stock is listed on the NYSE and NASDAQ under the symbol “VZ.”

Additional information about Verizon is included in the documents incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 119 of this proxy statement/prospectus.

Waves Merger Sub I, Inc.

c/o Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

(212) 395-1000

Merger Sub was formed on April 7, 2017 for the purpose of effecting the merger. To date, Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement in connection with the merger. By operation of the merger, Merger Sub will merge with and into Straight Path, and Straight Path will be the surviving corporation and a direct, wholly owned subsidiary of Verizon.

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THE MERGER

This section describes the merger. The description in this section and elsewhere in this proxy statement/prospectus 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/prospectus. This summary does not purport to be complete and may not contain all the information about the merger that is important to you. You are encouraged to read the merger agreement carefully and in its entirety. This section is not intended to provide you any factual information about Straight Path or Verizon. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Straight Path and Verizon make with the SEC, as described in the section entitled “Where You Can Find More Information” beginning on page 119 of this proxy statement/prospectus.

Merger Consideration

Upon completion of the merger, each issued and outstanding share of Straight Path common stock, other than shares owned by Verizon, Merger Sub or Straight Path or any of the direct or indirect subsidiaries of Verizon or Straight Path, in each case not held on behalf of third parties, will be converted into the right to receive a number of shares of Verizon common stock equal to the quotient, rounded to the nearest ten-thousandth of a share, determined by dividing (a) $184.00 by (b) the five (5)-day volume-weighted average per share price of a share of Verizon common stock, rounded to two decimal points, on the NYSE, ending on the second full trading day prior to the effective time, which we refer to as the merger consideration. The value of the merger consideration that Straight Path stockholders will receive as a result of the merger is equal to $184.00 per share of Straight Path common stock. However, no fractional shares of Verizon will be issued in the merger, and each Straight Path stockholder who otherwise would have received a fractional share of Verizon common stock in the merger will instead receive, from the exchange agent, a cash payment in lieu of such fractional shares representing such holder’s proportionate interest in the proceeds from the sale by the exchange agent of the aggregate number of fractional shares of Verizon common stock that Straight Path stockholders would have otherwise been entitled to receive. Accordingly, the actual number of shares of Verizon common stock delivered to Straight Path stockholders will depend on the average price per share at which Verizon common stock trades during a period leading up to the merger. Verizon common stock is listed on the NYSE and NASDAQ under the trading symbol “VZ.”

In the event that Straight Path changes the number of shares of Straight Path common stock or securities convertible or exchangeable into or exercisable for any such shares of Straight Path common stock issued and outstanding prior to the effective time as a result of a distribution, reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, subdivision or other similar transaction, the merger consideration will be equitably adjusted to eliminate the effects of such event on the merger consideration.

Straight Path Options

Immediately prior to the effective time, each outstanding option to purchase shares of Straight Path common stock, whether vested or unvested, which we refer to as a Straight Path option, will be terminated and cancelled. After the effective time, each holder of a Straight Path option having an exercise price that is less than $184.00 will be entitled to receive for each such Straight Path option a number of shares of Verizon common stock equal to the quotient, rounded to the nearest ten-thousandth of a share, determined by dividing (a) the excess, if any, of $184.00 over the per-share exercise price for the shares of Straight Path common stock that would have been issuable upon exercise of such option, by (b) the five (5)-day volume-weighted average per share price of a share of Verizon common stock, rounded to two decimal points, on the NYSE, ending on the second full trading day prior to the effective time. There are no outstanding Straight Path options having an exercise price that is greater than $184.00. See the section entitled “The Merger Agreement—Withholding Rights” beginning on page 77 of this proxy statement/prospectus.

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Straight Path Restricted Stock

At the effective time, each outstanding share of restricted stock, vested or unvested, will be terminated and cancelled and will only entitle the holder of each such share of restricted stock to receive an amount equal to the merger consideration. See the section entitled “The Merger Agreement—Withholding Rights” beginning on page 77 of this proxy statement/prospectus.

Background of the Merger

The Straight Path board regularly meets to review Straight Path’s operations and discuss potential strategic alternatives available to Straight Path, with the goal of maximizing stockholder value.

In November 2015, certain allegations were made in an anonymous report regarding the circumstances under which certain of Straight Path’s spectrum licenses were renewed by the FCC in 2011 and 2012. Following the publication of that report, Straight Path conducted an independent investigation and disclosed the results of the investigation to the Federal Communications Commission, which we refer to as the FCC, on August 1, 2016.

Periodically during the month of June 2016, representatives of Straight Path and representatives of AT&T engaged in discussions regarding the potential leasing of some or all of Straight Path’s 28 GHz LMDS wireless spectrum. On June 23, 2016, a representative of AT&T informed Davidi Jonas, the chief executive officer of Straight Path, that AT&T was also interested in Straight Path’s 39 GHz wireless spectrum and on June 29, 2016, AT&T submitted a list of diligence requests regarding the licenses relating to Straight Path’s 39 GHz wireless spectrum.

During the summer and fall of 2016, Straight Path engaged in discussions with various parties who expressed an interest in acquiring various of Straight Path’s spectrum assets, which we refer to as Bidders A, B and C, none of which discussions resulted in a transaction. Bidder A never expressed an interest in acquiring the entire company. On August 26, 2016, AT&T delivered an additional list of diligence requests and indicated that it might be interested in an acquisition of the entire company.

On September 20, 2016, the enforcement bureau of the FCC delivered a letter of inquiry requesting additional documents and information regarding Straight Path’s 39 GHz and 28 GHz spectrum licenses, and Straight Path cooperated fully with the FCC’s inquiries.

On September 21, 2016, AT&T submitted a term sheet proposing the acquisition of all of the issued and outstanding stock of Straight Path for $32.32 per share, or a total purchase price of $400 million.

On September 28, 2016, Davidi Jonas informed AT&T that Straight Path would be retaining an outside financial advisor and that any whole company acquisition would require a purchase price at a premium to Straight Path’s 52 week high share price of $50 per share. The representative of AT&T suggested that procedurally, the highest price at which AT&T could quickly complete a transaction would be a per share price reflecting a total enterprise value of $499 million.

On October 28, 2016, Straight Path engaged Evercore as its financial advisor in connection with the Straight Path board’s evaluation of strategic alternatives.

On November 11, 2016, AT&T sent Straight Path a non-binding summary of proposed preliminary terms, pursuant to which AT&T would acquire all of the outstanding shares of Straight Path at $43.90 per share, representing a total enterprise value of $550 million in cash. AT&T also requested that Straight Path negotiate exclusively with AT&T for a period of ninety days following execution of an exclusivity agreement, a draft of which was attached to the term sheet.

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On November 14, 2016, the Straight Path board held a meeting to discuss the term sheet received from AT&T, the current status of the FCC inquiry and the potential to resolve the FCC inquiry before further considering the indications of interest received from AT&T and Bidder B. The Straight Path board discussed these matters with Straight Path’s management and, following such discussion, the Straight Path board determined that Straight Path would be able to negotiate more favorable terms for a potential transaction with the prospective bidders if the FCC’s inquiry could be resolved first.

On November 18, 2016, Bidder B sent Straight Path a letter proposing a transaction pursuant to which Bidder B would acquire all of the 28 GHz and 39 GHz licenses and related assets of Straight Path in exchange for $350 million in cash. The letter requested that Straight Path agree to negotiate with Bidder B exclusively through December 10, 2016 and to enter into an exclusivity agreement by no later than 5:00 p.m. eastern time on November 27, 2016, a draft of which was attached to the letter.

Starting in November 2016, representatives of Straight Path and the FCC held several meetings to discuss a possible consent decree to resolve the FCC’s inquiry. Straight Path and the FCC exchanged draft term sheets of a consent decree and negotiated a potential settlement throughout December 2016 and early January. Throughout these negotiations, the Straight Path board received updates regarding the process of negotiations and proposed terms of the consent decree.

On December 30, 2016, the Straight Path board retained Weil, Gotshal & Manges LLP, which we refer to as Weil, as outside legal counsel to Straight Path in connection with the Straight Path board’s evaluation of strategic alternatives.

On January 11, 2017, the Straight Path board met to consider the negotiated terms of the proposed FCC consent decree. The proposed FCC consent decree would settle the FCC’s investigation commenced by the enforcement bureau of the FCC. Under the proposed FCC consent decree, Straight Path would commit to, among other things, (i) pay a civil penalty of $15 million, payable in installments, (ii) surrender to the FCC 196 of its licenses in the 39 GHz spectrum band and (iii) submit for approval an application for the sale of its remaining 39 GHz and 28 GHz spectrum licenses on or before January 11, 2018 and remit twenty percent of the proceeds from such sale to the United States Treasury as an additional civil penalty. The FCC consent decree further provided that if Straight Path failed to submit an application for the transfer of Straight Path’s spectrum license portfolio prior to January 11, 2018, Straight Path would be required to pay an additional civil penalty of $85 million to the United States Treasury or, at Straight Path’s option, surrender all of the spectrum licenses in its portfolio to the FCC. After receiving advice from Straight Path’s outside FCC counsel, the Straight Path board concluded that, under the circumstances, the terms proposed in the FCC consent decree were reasonable and there was significant risk that the outcome would be materially less favorable if Straight Path declined to enter into the FCC consent decree, including the possibility of protracted litigation with the FCC. FCC counsel noted that changes to the FCC’s policy and approach on consent decrees could arise in connection with a new administration. After discussing the terms of the FCC consent decree with Straight Path’s management, outside legal counsel and representatives of Evercore, the Straight Path board approved Straight Path’s entry into the proposed FCC consent decree, and Straight Path and the FCC executed the FCC consent decree on January 11, 2017.

Following Straight Path’s entry into the FCC consent decree, Straight Path’s management, together with its outside legal advisors and representatives of Evercore, discussed the potential options available to finance the initial $15 million civil penalty due under the FCC consent decree. Straight Path’s management considered a potential equity raise, and Straight Path filed a registration statement on Form S-3 in preparation for the potential equity raise. Straight Path’s management also considered seeking debt financing and, at the direction of Straight Path’s management, representatives of Evercore contacted certain potential debt financing sources. During the period between January 23, 2017 and January 31, 2017, Straight Path executed confidentiality agreements with various potential financing sources, including Clutterbuck Capital Management, for the purpose of raising funds to pay the initial $15 million penalty due to the FCC under the FCC consent decree.

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On January 31, 2017, the Straight Path board held a telephonic meeting with representatives of Evercore and Schwell, Wimpfheimer & Associates LLP, Straight Path’s corporate counsel which we refer to as Schwell, participating. Representatives of Evercore discussed with the Straight Path board the proposed terms of a loan agreement, pursuant to which a syndicate of investors, led by CF Special Situation Fund I, LP, an affiliate of Clutterbuck Capital Management, which we collectively refer to as the Lenders, would lend Straight Path $17.5 million. Representatives of Evercore also discussed with the Straight Path board the process of contacting potential bidders for an acquisition of Straight Path and the likely timeline of such a process, following which the Straight Path board authorized representatives of Evercore to work with Straight Path management to identify a list of potential bidders and commence outreach to those potential bidders to gauge their interest in a potential transaction with Straight Path.

During the month of February 2017, at the direction of the Straight Path board, representatives of Evercore contacted 20 potential bidders, and 11 of the 20 potential bidders executed confidentiality agreements with Straight Path. Those bidders were Verizon, AT&T, Bidder B, Bidder C and seven other strategic bidders, which we refer to as Bidders D, E, F, G, H, I and J. After executing confidentiality agreements with Straight Path, the bidders, other than Bidder D, were granted access to an online data room established by Straight Path, which we refer to as the virtual data room. Bidder D informed representatives of Evercore after executing the confidentiality agreement that such bidder was no longer interested in pursuing a potential transaction with Straight Path and was not provided access to the virtual data room.

On February 6, 2017, the Straight Path board formed a special committee, consisting of independent board members K. Chris Todd, William F. Weld, and Fred Zeidman, which we refer to as the special committee, for the purpose of, among other things, evaluating potential options to divest Straight Path’s interest in patent rights and the existing and potential claims against third parties associated with such patent rights (which Straight Path holds through Straight Path’s 84.5% interest in Straight Path IP Group, Inc., which we refer to as the IP Group).

On February 7, 2017, Straight Path entered into a loan agreement with the Lenders, pursuant to which the Lenders lent Straight Path $17.5 million under the terms and conditions set forth in the loan agreement. The funds were allocated to pay the initial $15 million penalty owed to the FCC under the FCC consent decree when such payment became due, and for general corporate purposes.

On February 10, 2017, at the direction of the Straight Path board, representatives of Evercore sent a first-round bid instruction letter together with an introductory presentation about Straight Path to the parties with whom Straight Path had executed confidentiality agreements, requesting that the parties submit preliminary indications of interest by 5:00 p.m. eastern time on March 2, 2017. In order to enable the bidders to calculate the implied enterprise value of Straight Path on a consistent basis, the first round bid instruction letter included a waterfall analysis based on certain information and assumptions provided by Straight Path’s management, which detailed the 20% penalty owed to the FCC under the FCC consent decree and other estimated payment obligations to third parties and expected transaction expenses that the successful bidder would incur in connection with an acquisition of Straight Path.

On February 14, 2017, the special committee held an in-person meeting at Weil’s offices in New York for the purpose of evaluating potential options to divest Straight Path’s interest in the IP Group. After discussion, the special committee authorized Straight Path to explore other means of obtaining value for the IP Group as such assets were not expected to be of material value to the potential whole-company bidders and possibly would be considered by such bidders as a liability.

From time to time, Straight Path had sought indemnification from its former parent company, IDT Corporation, which we refer to as IDT, pursuant to the Separation and Distribution Agreement, dated as of July 31, 2013, between Straight Path and IDT. Because Howard Jonas is a significant stockholder of both Straight Path and IDT, the special committee (rather than the entire Straight Path board) decided to evaluate Straight Path’s rights and obligations under the Separation and Distribution Agreement and the feasibility of

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asserting an indemnification claim on behalf of Straight Path against IDT in relation to the FCC consent decree and Straight Path’s related liabilities in connection with the Straight Path board’s evaluation of Straight Path’s strategic alternatives. The special committee retained Shearman & Sterling LLP, which we refer to as Shearman, as outside legal counsel to the special committee. On February 14, 2017, the special committee held an in-person meeting at Shearman’s offices in New York for the purpose of discussing the feasibility of asserting or preserving the potential indemnification claim against IDT for the benefit of Straight Path’s stockholders.

On February 16, 2017, the Straight Path board held a telephonic meeting, with representatives of Straight Path’s management, Evercore, Weil, Shearman and Schwell in attendance, to provide an update to the Straight Path board on the current status of the process and the initial outreach by representatives of Evercore. Representatives of Evercore noted that as of such date, seven parties were active in the data room. By February 21, 2017, Straight Path had executed confidentiality agreements with a total of 11 parties, though only 10 parties received access to the data room as one of the parties declined to proceed in the process. Representatives of Evercore also noted that the first-round bid instruction letter requested that the parties submit non-binding indications of interest by March 2, 2017.

On February 28, 2017, a representative of Shearman contacted a representative of Weil to convey that the independent directors intended to preserve the potential indemnification claim against IDT for the benefit of the stockholders of Straight Path, and that they were exploring various alternatives to do so, including (i) selling Straight Path’s wireless spectrum assets (instead of selling the entire company), and (ii) assigning the indemnification claim against IDT to a litigation trust.

On March 1, 2017, representatives of Evercore received a preliminary indication of interest from Bidder F to acquire all of Straight Path’s wireless spectrum for $435 million in cash, or $24.99 per share. Throughout the day on March 2, 2017, representatives of Evercore received preliminary indications of interest from each of AT&T, Verizon, Bidder B and Bidder C. Bidder C offered to acquire Straight Path’s 28 GHz wireless spectrum portfolio on a stand-alone basis for $40 million or the whole company for a total enterprise value of $511 million or $34.28 per share. AT&T offered to acquire Straight Path for a total enterprise value of $602 million, or $35.44 per share. Verizon offered to acquire Straight Path for a total enterprise value of $550 million, or $32.18 per share. Bidder B offered to acquire half of Straight Path’s 39 GHz wireless spectrum portfolio for $280 million or all of Straight Path’s 39 GHz wireless spectrum portfolio for $470 million. Bidder E and Bidder I each requested an additional week to complete their respective due diligence efforts and submit a preliminary non-binding indication of interest. Bidder G, Bidder H and Bidder J elected not to submit a preliminary non-binding indication of interest and did not participate further in the process.

On March 3, 2017, the Board held a telephonic meeting, with representatives of Straight Path’s management, Evercore and Weil in attendance, to discuss the preliminary indications of interest received and responses thereto. Representatives of Evercore reviewed each preliminary indication of interest with the Straight Path board, and the Straight Path board discussed considerations for the second-round of the process with representatives of Evercore and Weil. The Straight Path board then authorized representatives of Evercore to provide each bidder with feedback on its respective bid and to prepare a second-round bid instruction letter. The Straight Path board also authorized Weil to prepare a draft merger agreement which would be provided to bidders concurrently with the second-round bid instruction letter.

On March 8, 2017, the special committee held a telephonic meeting, with Straight Path’s general counsel and representatives of Weil and Shearman participating. During this meeting, the special committee reviewed the status of Straight Path’s outreach to various intellectual property valuation firms regarding the IP Group. The special committee expressed and discussed concerns that bidders for Straight Path would not have interest in vigorously pursuing a potential indemnity claim against IDT and thus would not ascribe appropriate value to such claim in their bids to acquire Straight Path. The special committee then discussed the feasibility of separating Straight Path’s potential indemnity claim against IDT for purposes of any sale of Straight Path or negotiating a settlement of the potential indemnity claim against IDT.

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On March 9, 2017, representatives of Evercore received a preliminary indication of interest from Bidder I to acquire Straight Path’s 39 GHz portfolio, or the 28 GHz portfolio, or the whole company, in each case at values well below the offers from other bidders, following which, at the direction of the Straight Path board, representatives of Evercore informed Bidder I that Straight Path had determined not to further involve them in the process.

On the evening of March 13, 2017, the Straight Path board held a telephonic meeting, with representatives of Straight Path’s management, Evercore, Weil, Schwell and Shearman in attendance. Representatives of Evercore indicated that a representative of Verizon communicated to representatives of Evercore that it would be prepared to preempt the process and to proceed on an accelerated basis, and on that basis, was willing to increase its offer to a total enterprise value of $750 million, instead of the offer in its initial indication of interest of $550 million. Following a detailed discussion, the Straight Path board determined to allow Verizon to complete its due diligence review on an expedited basis, but not to preclude the other bidders from the process. The Straight Path board instructed representatives of Evercore to proceed with the sale process as planned by preparing a second-round bid instruction letter to be made available to all bidders.

Also on the evening of March 13, 2017, the special committee held a telephonic meeting, with Straight Path’s general counsel, and representatives of Evercore, Weil and Shearman in attendance. Representatives of Shearman discussed with the special committee various alternatives for preserving the potential indemnification claim against IDT for the benefit of Straight Path’s stockholders. The special committee considered and discussed the foregoing, including the possibility of counterclaim risk in connection with the potential indemnity claim and determined that it was in the best interests of Straight Path and its stockholders that the potential indemnity claim against IDT be excluded from the potential transaction and that potential bidders be so informed in the second-round bid instruction letter.

On March 14, 2017, at the direction of the Straight Path board, representatives of Evercore sent a second-round bid instruction letter to AT&T, Verizon, Bidder B, Bidder C and Bidder F requesting that the bidders submit their revised indications of interest by 5:00 p.m. eastern time on March 30, 2017.

On March 14 and 15, 2017, Howard Jonas contacted each of the three independent directors by telephone. In one of those calls, Howard Jonas asserted that the Separation and Distribution Agreement afforded IDT certain rights against Straight Path with respect to any responsibility Straight Path bore for the events leading to the FCC consent decree. Howard Jonas proposed a meeting with the independent directors to explore the possibility of resolving these potential claims.

On March 15, 2017, a representative of IDT told a representative of Straight Path that Howard Jonas was interested in a potential transaction for the IP Group as part of a larger discussion to resolve any indemnification claim against IDT.

On March 16, 2017, a draft merger agreement was made available to bidders. Later that day, representatives of Evercore received a preliminary indication of interest from Bidder E to acquire Straight Path for a total enterprise value well below the offers received from other bidders, following which representatives of Evercore, at the direction of the Straight Path board, informed Bidder E that Straight Path had determined not to further involve them in the process.

On March 17, 2017, representatives of Weil held a discussion with Howard Jonas and Boies, Schiller & Flexner LLP, which we refer to as Boies Schiller, outside legal counsel to Howard Jonas and IDT, to discuss the likelihood that bidders would require Howard Jonas and the Patrick Henry Trust, through which Howard Jonas holds the majority of his voting interest in Straight Path, to enter into a voting agreement in support of the potential transaction. Under the terms of the Patrick Henry Trust, Howard Jonas votes the trust shares in connection with a merger and accordingly, his support is required in order for stockholder support to be obtained.

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Howard Jonas informed representatives of Weil that although he was not prepared to commit to support a transaction that involved a merger or sale of Straight Path as a whole, he was prepared to support a transaction that involved a sale of only Straight Path’s wireless spectrum assets—which were the only assets that had to be sold pursuant to the FCC consent decree. That evening, the special committee held a telephonic meeting, with Straight Path’s general counsel, and representatives of Weil and Shearman participating. Representatives of Weil updated the special committee on its prior discussion with Howard Jonas. Following that update, the special committee determined to arrange a meeting between the members of the special committee, Howard Jonas and their respective outside legal counsel to discuss Howard Jonas’s views with respect to a potential sale of Straight Path and potential support for such a transaction, and to discuss concerns relating to the potential indemnity claim against IDT, which is controlled by Howard Jonas.

Also on March 17, 2017, representatives of Verizon verbally indicated to representatives of Evercore that it would be submitting a revised proposal to acquire Straight Path for a total enterprise value of $750 million along with a revised draft of the merger agreement in advance of the second-round bid deadline, with a view towards preempting the process.

On March 20, 2017, a representative of Shearman had a telephone call with a representative of Boies Schiller, during which the representative of Boies Schiller noted that Howard Jonas was not prepared to commit to support a potential transaction that would allow an indemnification claim under the Separation and Distribution Agreement to be pursued against IDT after the closing of a merger.

On the evening of March 20, 2017, Weil received a revised draft of the merger agreement from Verizon’s outside legal counsel, Debevoise & Plimpton LLP, which we refer to as Debevoise. Verizon’s draft of the merger agreement contemplated an all-cash purchase price and that Howard Jonas and the Patrick Henry Trust would execute a written consent approving and adopting the merger agreement. The written consent would have constituted stockholder approval and eliminated the Straight Path board’s opportunity to respond to a superior proposal from a third party between signing of the merger agreement and closing of the merger.

On March 21, 2017, Verizon delivered a written non-binding indication of interest to representatives of Evercore, which confirmed the previously delivered verbal offer reflecting a total enterprise value of $750 million and requested that Straight Path enter into exclusivity with Verizon by no later than 5:00 p.m. eastern time on March 24, 2017. Verizon also noted that if Straight Path failed to enter into an exclusivity agreement with Verizon by that time, it might reassess its desire to continue in the process.

On March 21, 2017, the Straight Path board held a telephonic meeting, with representatives of Straight Path’s management and Weil in attendance, to discuss the revised draft of the merger agreement submitted by Verizon. At that meeting, representatives of Weil reported to the Straight Path board that Verizon had confirmed to representatives of Evercore its revised proposal of $750 million and conditioned such proposal on Straight Path entering into an exclusivity agreement with Verizon, and representatives of Weil reviewed the terms proposed in Verizon’s draft of the merger agreement. After discussion, the Straight Path board instructed Weil to ask representatives of Evercore to communicate to each of the other bidders that Straight Path had received a substantially higher offer from one of the bidders, and to ask each of the other bidders whether they would be able to raise their offers significantly if the process was continued and whether they would be prepared to proceed on an accelerated timeline if needed. The Straight Path board also instructed Weil to revise the merger agreement received from Verizon with a view towards providing a revised draft of the agreement to Debevoise by March 24, 2017.

From the evening of March 21, 2017 to March 22, 2017, at the direction of the Straight Path board, representatives of Evercore contacted representatives of each of AT&T, Bidder B and Bidder F with a transaction update, stating that Straight Path had received a pre-emptive bid from a highly motivated, well-capitalized bidder, including a mark-up of the draft merger agreement with minimal future diligence needs. Representatives of Evercore indicated to each of the bidders that Straight Path had not yet made a decision on how to proceed, but

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asked each bidder whether, based on the diligence they performed to date, they could foresee themselves offering a revised bid at a materially higher amount. Representatives of Evercore requested that each bidder provide a response by the end of the day on March 23, 2017. Bidders were also informed that based on the responses received, the process may continue to the original bid deadline of March 30, 2017 or proceed on a different timeline.

On March 23, 2017, representatives of Evercore received feedback from each of the previously contacted bidders. Each of AT&T and Bidder B indicated that it was prepared to offer a minimum bid at a mid- to high-$40s per share price. Bidder F communicated that it would be able to revise its bid to reflect a total enterprise value for Straight Path of approximately $800 million, which would reflect a per share price of approximately $47.95.

On March 24, 2017, the Straight Path board held a telephonic meeting, with representatives of Straight Path’s management, Evercore and Weil in attendance, to summarize the developments of the past week and to discuss whether it was in the best interests of Straight Path and its stockholders to enter into an exclusivity agreement with Verizon. Representatives of Evercore also discussed with the Straight Path board key external deadlines to be cognizant of as the process continued, noting that certain restrictions on the ability of companies in the telecommunications industry that participated in recent U.S. spectrum auctions to communicate with each other as to certain matters would fall away in mid-to-late April and that the affected companies could shift their focus away from Straight Path’s bid process in favor of pursuing other possible transactions that could be much larger and potentially of greater strategic importance to such companies. Also at this meeting, representatives of Weil reviewed with the Straight Path board the directors’ fiduciary duties and other legal matters in connection with the Straight Path board’s consideration of a potential sale of Straight Path, and a representative of Morgan Lewis & Bockius LLP, which we refer to as Morgan Lewis, outside FCC counsel to Straight Path, reviewed with the Straight Path board the potential risks relating to spectrum aggregation with respect to each of the bidders and the anticipated FCC review process with respect to each of the potential bidders. Following discussion with its outside legal and financial advisors, the Straight Path board decided that it would not be in the best interests of Straight Path and its stockholders to enter into an exclusivity agreement with Verizon and instructed representatives of Evercore to communicate such decision to representatives of Verizon. The Straight Path board then discussed the message that would be communicated to each of the other remaining bidders and instructed representatives of Evercore to request that each of the other bidders provide a revised draft of the merger agreement as soon as practicable and notify each of the other bidders that Straight Path had determined to continue along the original timeline, maintaining the second-round bid deadline of March 30, 2017.

On March 28, 2017, Weil received revised drafts of the merger agreement from legal counsel to each of AT&T and Bidder B. Each of the draft merger agreements received from AT&T and Bidder B contemplated an all-cash purchase price and that Howard Jonas and the Patrick Henry Trust would execute a written consent approving and adopting the merger agreement. Also on March 28, 2017, Bidder F communicated to representatives of Evercore that it would be withdrawing from the process, stating that it had determined that at the valuation being contemplated, it had other priorities for its capital. Early on the morning of March 29, 2017, Weil delivered a revised markup of the merger agreement to Debevoise which, among other things, replaced the written consent with a voting agreement to be delivered by Howard Jonas and the Patrick Henry Trust, thereby preserving the ability of the Straight Path board to consider a subsequent unsolicited superior proposal, reinserted the right of Straight Path to terminate the merger agreement in connection with the entry into an agreement for a Superior Proposal (as defined therein) or following a change in recommendation by the Straight Path board as a result of an Intervening Event (as defined therein), proposed a heightened divestiture obligation by Verizon if required to obtain FCC approval of the merger, and obligated Verizon to pay a termination fee in the event that the merger agreement were to be terminated due to a failure to obtain required regulatory approval prior to the outside termination date.

On March 29, 2017, the special committee held in-person meetings at Weil’s offices in New York, with Straight Path’s general counsel, representatives of Weil, Shearman, Boies Schiller, and IDT and Howard Jonas

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participating, to discuss the indemnity claim and the assets of the IP Group. At that meeting, Howard Jonas indicated that he would support a merger transaction that was structured to include stock of the buyer as consideration. With respect to the potential indemnification claim, IDT and its counsel outlined their view of the various reasons why Straight Path did not have a viable claim for indemnification against IDT, the limitations on any damages such potential indemnification claims would have, and the various claims that IDT could pursue against Straight Path. The special committee and representatives of IDT, accompanied by representatives of Shearman and Boies Schiller, respectively, after engaging in lengthy and detailed discussions, reached an agreement in principle to settle the potential indemnification claim and to sell Straight Path’s 84.5% interest in the IP Group to IDT.

On March 30, 2017, representatives of Evercore received revised indications of interest from each of AT&T, Verizon and Bidder B. AT&T submitted a non-binding revised indication of interest to acquire Straight Path for a total enterprise value of $875 million, or $52.44 per share. Bidder B submitted a non-binding revised indication of interest to acquire Straight Path for $801 million, or $48 per share. Verizon submitted a non-binding revised indication of interest to acquire Straight Path for a total enterprise value of $776 million, or $45.26 per share. Each of the proposals was conditioned upon Straight Path obtaining stockholder approval from Howard Jonas and the Patrick Henry Trust, pursuant to a written consent, and each of the bidders indicated that it could enter into a transaction in the next few days. Bidder C did not submit a revised indication of interest and did not participate further in the process.

On March 31, 2017, the Straight Path board held a telephonic meeting, with representatives of Straight Path’s management, Evercore and Weil in attendance, to discuss the revised indications of interest received from each of AT&T, Verizon and Bidder B. The Straight Path board discussed with Straight Path’s management and representatives of Evercore and Weil, the requirement of Howard Jonas to receive stock consideration in lieu of cash consideration, the potential benefits to Straight Path of Howard Jonas entering into a voting agreement instead of providing a written consent, the likelihood that each of the bidders would be willing to consider a transaction involving stock consideration or a combination of cash and stock consideration, and the desire to maintain a fixed consideration value rather than a fixed exchange ratio in the case of a stock-for-stock transaction. Following such discussion, the Straight Path board authorized representatives of Evercore to communicate to each of the bidders that the requested form of consideration would be changed from cash to a combination of cash and stock and would include a right of Straight Path’s stockholders to elect to receive consideration in cash or stock, subject to a minimum percentage of the aggregate consideration being paid in stock. The Straight Path board then requested that Weil prepare a revised draft of the merger agreement contemplating cash and stock consideration with a stockholder election mechanism.

On April 2, 2017, at the direction of the Straight Path board, representatives of Evercore sent the remaining bidders a third round bid instruction letter, requesting that each bidder submit a written, non-binding proposal with a mark-up of the merger agreement by no later than 5:00 p.m. eastern time on April 6, 2017. The letter also indicated that Straight Path had reached an agreement in principle with IDT to sell the IP Group and to settle the indemnity claim.

Early on the morning of April 5, 2017, Weil distributed revised drafts of the merger agreement to the outside legal counsel for each of AT&T, Verizon and Bidder B, which drafts reflected the cash and stock merger consideration structure.

On the afternoon of April 5, 2017, the special committee held a telephonic meeting, with representatives of Shearman participating, to consider the settlement in principle with IDT and the sale of the assets of the IP Group, as reflected in a draft term sheet. After discussion, and after taking into account both the potential gain in the event that Straight Path were to pursue an indemnification claim against IDT and the costs and risks to the merger transaction, the special committee voted to proceed with such settlement and sale and instructed the general counsel of Straight Path to execute the term sheet with IDT on behalf of Straight Path. The term sheet was executed by Straight Path and IDT on April 6, 2017.

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On the evening of April 5, 2017, the Straight Path board held a telephonic meeting, with representatives of Straight Path’s management, Evercore and Weil in attendance, to provide the Straight Path board with a process update. Representatives of Evercore informed the Straight Path board that it had, as requested by the Straight Path board, communicated the change in merger consideration structure to each of the bidders. Also at this meeting, representatives of Evercore discussed with the Straight Path board its preliminary financial analysis of Straight Path and the financial terms in the indications of interest submitted by the bidders to date. Representatives of Evercore also discussed with the Straight Path board that, among other things, its preliminary financial analyses did not include a discounted cash flow analysis due to the fact that Straight Path had not prepared financial projections for any period beyond January 31, 2018, that its preliminary financial analysis did not include an analysis of publicly traded companies because of the lack of publicly traded companies that had assets, operations and a strategic position that were comparable for purposes of Evercore’s preliminary financial analysis to that of Straight Path, and that there were a limited number of precedent transactions involving the sale or lease of radio spectrum in the 28 GHz and 39 GHz bands for which financial information was publicly available.

On April 6, 2017, representatives of Evercore received offers from (i) AT&T, which proposed to acquire Straight Path for a total enterprise value of $951.2 million, or $57 per share and (ii) Verizon, which proposed to acquire Straight Path for a total enterprise value of $1.028 billion, or $61.57 per share. Weil also received revised drafts of the merger agreement from Debevoise, on behalf of Verizon, and from AT&T’s outside legal counsel, Kilpatrick Townsend & Stockton LLP, which we refer to as Kilpatrick. Also on April 6, 2017, a draft voting agreement, a form of which had been previously negotiated and agreed to by Howard Jonas and Boies Schiller, was made available to the bidders in the virtual data room.

Later that evening, the Straight Path board held a telephonic meeting, with representatives of Straight Path’s management, Evercore and Weil in attendance, to discuss the offers received from Verizon and AT&T. Representatives of Weil summarized for the Straight Path board the key issues remaining in the revised drafts of the merger agreement which included, among other things, (i) Verizon’s unwillingness to agree to a reverse termination fee (payable by Verizon to Straight Path in the event that regulatory approval of the transaction is not obtained), whereas AT&T accepted the concept of a reverse termination fee and proposed that such fee equal $85 million and (ii) Verizon’s requested inclusion of a “force the vote” covenant that would obligate Straight Path to hold its stockholder meeting regardless of whether a Superior Proposal were to be received by Straight Path, whereas AT&T did not require such a provision. Verizon’s comments to the draft merger agreement also required that the IP Group dismiss its pending patent infringement claim against Verizon. Following discussion, the Straight Path board decided to wait to determine next steps until after it received Bidder B’s revised indication of interest, which representatives of Bidder B had previously communicated to representatives of Evercore would be submitted following Bidder B’s board meeting on April 7, 2017.

On April 7, 2017, at the instruction of the Straight Path board, representatives of Evercore communicated to AT&T’s financial advisor that the Straight Path board had determined to move forward with another bidder who had submitted a higher offer than AT&T’s offer. In response to questions from AT&T’s financial advisor, at the direction of the Straight Path board, representatives of Evercore indicated that if the bid made by AT&T of $951.2 million, or $57 per share, was not AT&T’s “best and final” offer, a revised proposal could be submitted by no later than 2:00 p.m. eastern time on April 7, 2017.

On the afternoon of April 7, 2017, representatives of Evercore received a “best and final” offer from Bidder B, which proposed to acquire Straight Path for a total enterprise value of $959.6 million, or $57.50 per share and a revised proposal from AT&T for a total enterprise value of $1.2 billion, or $71.81 per share. Also on the afternoon of April 7, 2017, each of Debevoise and Kilpatrick delivered comments to the draft voting agreement to Weil on behalf of Verizon and AT&T, respectively.

Early on the evening of April 7, 2017, in response to calls from representatives of Evercore inquiring whether Verizon and Bidder B would increase their respective offers, representatives of Evercore received a

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further revised proposal from Verizon of $1.262 billion, or $75.50 per share, and Bidder B verbally communicated to representatives of Evercore that it could increase its offer to, but not support a transaction value in excess of, $1 billion. Later that evening, the Straight Path board held a telephonic meeting, with representatives of Straight Path’s management, Evercore and Weil in attendance, to discuss the revised proposals received from each of the bidders. The Straight Path board discussed with its legal and financial advisors the deal protection terms proposed by Verizon in the merger agreement and the voting agreement and the requirement that Straight Path dismiss the pending patent infringement claim against Verizon. Following such discussions, the Straight Path board instructed Weil to proceed with negotiating the final terms of the merger agreement and voting agreement with counsel to Verizon and counsel to Howard Jonas.

Also on April 7, 2017, a representative of Boies Schiller expressed concerns to representatives of Shearman that the consummation of the merger should not be contingent upon further documentation of the settlement between IDT and Straight Path, and requested that the term sheet be made binding to protect against that possibility.

On the morning of April 8, 2017, representatives of Weil and Debevoise negotiated the remaining open issues of the merger agreement and exchanged drafts of the merger agreement and disclosure schedules throughout the day. During the early afternoon, at the direction of the Straight Path board, representatives of Evercore communicated to AT&T that Straight Path would be proceeding with another bidder. Later that day, representatives of Evercore received a revised proposal from AT&T to acquire Straight Path for a total enterprise value of $1.4 billion, or $83.72 per share. AT&T also proposed that the merger consideration be in the form of 100% stock consideration to simplify the transaction mechanics, but offered that if Straight Path required a mix of stock and cash consideration, AT&T would be willing to agree to that requirement. A telephonic meeting of the Straight Path board was convened at 3:00 p.m. eastern time, with representatives of Evercore and Weil in attendance, to discuss the new proposal received from AT&T. The Straight Path board discussed with representatives of Evercore and Weil the potential benefits and disadvantages of a transaction in which Straight Path stockholders received all stock, including that the proposed fixed value structure greatly reduced the risk to Straight Path stockholders of market volatility in the price of the bidder’s stock between the signing and the closing of the transaction, the fact that both AT&T and Verizon were very large, highly capitalized issuers with liquid markets for their securities, the tax considerations of an all-stock transaction and the brokerage costs to stockholders who wish to sell the shares they receive as consideration and, as a result, the Straight Path board determined that it was prepared to accept a transaction in which the consideration offered was all stock. Following discussion with representatives of Evercore and Weil, the Straight Path board determined that it was in the best interests of Straight Path and its stockholders to engage with AT&T, and authorized Weil to deliver a revised draft of the merger agreement to AT&T, but to also continue negotiations with Verizon. The Straight Path directors also determined to reconvene later that evening.

On the evening of April 8, 2017, the Straight Path board held a telephonic meeting, with representatives of Straight Path’s management, Evercore and Weil in attendance, to review the events that occurred throughout the day, including the receipt of AT&T’s proposal to acquire Straight Path for a total enterprise value of $1.4 billion in an all-stock transaction. Representatives of Weil also updated the Straight Path board on the status of negotiations with Verizon and informed the Straight Path board that following the earlier board meeting, Weil circulated a revised draft of the merger agreement to Kilpatrick and noted that no major issues remained outstanding in the AT&T draft merger agreement. AT&T’s draft of the merger agreement accepted a reverse termination fee of $85 million and also provided the Straight Path board with the right to terminate the merger agreement to enter into an agreement for a Superior Proposal (as defined in the merger agreement) in the event that an unsolicited offer resulting in a Superior Proposal was received prior to approval of the merger by Straight Path’s stockholders. During the board meeting, Kilpatrick informed Weil that AT&T would be withdrawing all of its comments to the voting agreement and that it accepted the form of voting agreement initially provided by Weil. Following discussion, the Straight Path board authorized representatives of Evercore to communicate to Verizon that Straight Path had received a superior offer from another bidder and that the Straight Path board had determined that it was in the best interests of Straight Path and its stockholders to pursue the superior offer. Weil

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continued to progress the merger agreements and related transaction documents for both AT&T and Verizon throughout the evening.

Also on April 8, 2017, at a telephonic meeting of the special committee, at which representatives of Shearman participated, the special committee instructed representatives of Shearman to seek additional settlement consideration from IDT in light of the substantially increased bids for Straight Path received since the settlement in principle was reached on March 29, 2017, and in light of the increased amount that Straight Path would accordingly have to pay to the FCC under the terms of the FCC consent decree.

On the same date, a representative of Shearman informed a representative of Boies Schiller that, because the bids for Straight Path had climbed to a substantially higher level, the value of the potential indemnification claim had increased significantly, and the special committee was requesting that IDT increase the settlement consideration in light of the significant change in circumstances. The representative of Boies Schiller, on behalf of IDT, emphatically rejected the special committee’s request, both orally and in writing, and the representative stated that in the event Straight Path did not proceed with the settlement on the terms outlined in the executed term sheet, then IDT would be forced to pursue legal action. After considering the foregoing response, the special committee determined that it would not insist on increased consideration for the settlement of the indemnification claim and that it was not worth taking any risk of holding up the prospective merger in light of the vastly improved offers for Straight Path, which the special committee recognized would greatly benefit stockholders. On April 9, 2017, Straight Path and IDT executed a revised term sheet, reflecting IDT’s request that the term sheet include a provision making the term sheet binding in the event that the parties were unable to further document the settlement.

On the morning of April 9, 2017, at the instruction of the Straight Path board, representatives of Evercore communicated to Verizon that Straight Path had received a superior offer from another bidder and that the Straight Path board had determined to pursue the superior offer. Representatives of Verizon asked if Straight Path would be willing to terminate the process and engage exclusively with Verizon if Verizon offered to acquire Straight Path for a total enterprise value equal to $1.425 billion, to which representatives of Evercore responded that they would convey the request to the Straight Path board.

During the day on April 9, 2017, Weil and Kilpatrick continued finalizing the terms of the merger agreement with AT&T. At 12:15 p.m. eastern time on April 9, 2017, the Straight Path board held a telephonic meeting, with representatives of Straight Path’s management, Evercore and Weil in attendance. Representatives of Evercore updated the Straight Path board on its communications with Verizon and representatives of Weil provided the Straight Path board with an update on the status of all transaction documents.

At 2:00 p.m. eastern time, the Straight Path board held a telephonic meeting, with representatives of Straight Path’s management, Evercore and Weil in attendance. The Straight Path board discussed with its advisors whether it was reasonable to expect that the price for shares of Straight Path would continue to be bid higher, and determined that the $25 million increase above AT&T’s current offer was not compelling enough to proceed exclusively with Verizon.

Following the 2:00 p.m. board meeting, Davidi Jonas, chief executive officer of Straight Path, and Dave Breau, general counsel of Straight Path, contacted Howard Jonas to provide an update on the status of the process. Howard Jonas expressed his view that the regulatory approval process for a transaction with Verizon might be more involved than for a transaction with AT&T.

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At 4:00 p.m. eastern time, the Straight Path board held a telephonic meeting, with representatives of Straight Path’s management, Evercore and Weil in attendance. Davidi Jonas provided an update to the Straight Path board regarding the discussion that he and Mr. Breau had with Howard Jonas. The Straight Path board’s legal counsel reviewed with the Straight Path board the regulatory advice that had been received from its regulatory counsel, which was that the transaction negotiated with Verizon would be no less likely than the transaction negotiated with AT&T to obtain regulatory approval. After discussion, and in light of, among other things, Verizon’s request for exclusivity and Howard Jonas’s concerns, the Straight Path board determined that it was in the best interests of Straight Path and its stockholders to inform Verizon that it would not be proceeding towards a transaction with Verizon and authorized representatives of Evercore to deliver such message to Verizon.

On the afternoon on April 9, 2017, representatives of Evercore contacted representatives of Verizon, notifying them that the Straight Path board had determined to move forward with another bidder. Following that call, at the instruction of the Straight Path board, representatives of Evercore communicated to AT&T that although its current draft of the merger agreement provided Straight Path with more favorable terms than the other bidder, that valuation offered by AT&T was less than that offered by the other bidder. AT&T then informed representatives of Evercore that it could increase its current offer by $50 million by entering into a lease with Straight Path for Straight Path’s wireless spectrum, but that Straight Path would have to commit to the transaction with AT&T and terminate the sale process at that time. Concurrently with the conversations with AT&T, Verizon notified representatives of Evercore that Verizon would be sending a further revised offer for Straight Path reflecting a total enterprise value of $1.55 billion, or $92.65 per share, and that it also would be willing to concede the exclusivity request and the issue related to the release of the pending patent infringement claim against Verizon.

At 7:00 p.m. eastern time on April 9, 2017, the Straight Path board reconvened, with representatives of Straight Path’s management, Evercore and Weil in attendance. Representatives of Evercore updated the Straight Path board on the discussions they had with representatives of each of Verizon and AT&T. Davidi Jonas provided an update regarding further conversations with Howard Jonas and informed the Straight Path board that despite the increase in price being offered by Verizon, Howard Jonas favored a transaction with AT&T because of his view that AT&T would receive regulatory approval on a more expedited basis (which view Howard Jonas later confirmed to the Straight Path board). The Straight Path board then discussed the terms of the proposed merger agreement with AT&T with its outside legal and financial advisors, including that the agreement did not include terms that would preclude the board from considering an unsolicited superior proposal and that the termination fee equal to approximately 3% of the equity value of Straight Path would not be preclusive. The Straight Path board and its advisors discussed the possibility of a principal-to-principal call between Davidi Jonas and the chief financial officer of AT&T, whom we refer to as the AT&T CFO, to inquire whether AT&T would consider further raising its offer. Following discussion, the Straight Path board authorized Davidi Jonas to call the AT&T CFO.

Following the 7:00 p.m. board meeting, Davidi Jonas called the AT&T CFO and communicated that the Straight Path board had received a proposal from another bidder, which offered a higher price relative to AT&T’s current offer. Davidi Jonas informed the AT&T CFO that the Straight Path board was ready to approve a transaction with AT&T for $1.6 billion if AT&T was able to offer such a price. The AT&T CFO informed Davidi Jonas that approval for an offer reflecting a total enterprise value of $1.6 billion would require the approval of the board of directors of AT&T and agreed to seek board approval for the requested increase in price. Davidi Jonas thereafter informed the Straight Path board and advisors of the response received from the AT&T CFO.

At approximately 10:15 p.m. eastern time, the AT&T CFO called Davidi Jonas to inform him that AT&T was prepared to increase its offer to reflect a total enterprise value of $1.6 billion, provided that the Straight Path board approved the transaction with AT&T that evening. At 10:30 p.m. eastern time on April 9, 2017, the Straight Path board reconvened, with representatives of Straight Path’s management, Evercore and Weil in attendance. Davidi Jonas reported to the Straight Path board regarding his conversation with the AT&T CFO. Representatives of Weil reviewed the directors’ fiduciary duties and other legal matters in connection with the

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Straight Path board’s consideration of the merger, including the proposed terms of the merger agreement that had been negotiated between the parties. Representatives of Evercore then reviewed with the Straight Path board its analyses of the merger and delivered Evercore’s opinion that, as of the date of its opinion, and based upon and subject to the procedures followed, assumptions made, matters considered, qualifications and limitations on the scope of review undertaken by Evercore, and taking into account (i) the company-specific facts and circumstances and determinations by the Straight Path board as described in its opinion, (ii) the limited information related to Straight Path that was provided to Evercore by Straight Path or that was publicly available as described in its opinion, including that, at the direction of the Straight Path board, management of Straight Path had not prepared financial projections for Straight Path for any period beyond January 31, 2018, (iii) that, with the consent of Straight Path’s board, Evercore did not perform in connection with its opinion certain analyses relating to Straight Path that Evercore would customarily perform in connection with an opinion in light of the company-specific facts and circumstances and determinations by Straight Path’s board and the limited information related to Straight Path that Evercore was provided by Straight Path or that was publicly available, as described in its opinion, including that Evercore was not able to perform a discounted cash flow analysis of Straight Path, an analysis of selected publicly traded companies, and certain other analyses, and (iv) the competitive sale process undertaken by Straight Path, as set forth in its written opinion, the per share merger consideration provided for in the AT&T merger agreement was fair, from a financial point of view, to the holders of the shares of Straight Path Common Stock (other than holders of Excluded Shares as defined in the AT&T merger agreement) entitled to receive such per share merger consideration.

The Straight Path board also considered, among other things, the terms of the merger agreement that would allow Straight Path to entertain unsolicited third-party proposals following the execution and announcement of the merger agreement, including the non-preclusive termination fee that would be payable in the event the Straight Path board were to pursue an alternative proposal that was superior to the transaction with AT&T, as well as AT&T’s contractual commitments with respect to obtaining regulatory approval.

After discussion, the Straight Path board unanimously (i) determined that it is in the best interests of Straight Path and its stockholders and declared it advisable to enter into the merger agreement with AT&T and Switchback Merger Sub, Inc., (ii) directed that the adoption of the merger agreement be submitted to a vote of the stockholders of Straight Path at the stockholders meeting and (iii) recommended to the stockholders of Straight Path that they adopt the merger agreement and approve the merger.

Following the meeting, Straight Path and AT&T executed the AT&T merger agreement. On the morning of April 10, 2017, Straight Path and AT&T each issued a press release announcing the execution of the AT&T merger agreement.

On April 13, 2017, representatives of Evercore received a letter from a representative of Verizon indicating that Verizon continued to be interested in a transaction with Straight Path and that it currently is “evaluating a topping bid that it believes would be more favorable to your stockholders than your current transaction.” Later that afternoon, Straight Path filed a Form 8-K with the SEC, which included the AT&T merger agreement and referenced in the Form 8-K Straight Path’s receipt of such letter from Verizon without identifying Verizon by name.

On April 20, 2017, representatives of Evercore received a letter from Verizon, offering to acquire 100% of Straight Path’s issued and outstanding shares at $104.64 per share based on a total enterprise value of $1.8 billion for Straight Path, which we refer to as the Topping Offer. The letter indicated that Verizon believed that the Topping Offer constituted a “Superior Proposal” as defined in the AT&T merger agreement, after giving effect to the AT&T termination fee and the payment required to the FCC. Attached to the letter was a revised draft of the merger agreement. The revised merger agreement reflected that Verizon had withdrawn the requirement of Straight Path to stay the pending patent infringement claim against Verizon and proposed that, in the event the merger agreement was executed with Verizon and Straight Path subsequently terminated that agreement to enter into an agreement for a Superior Proposal, Straight Path would be able to either pay Verizon the Straight Path

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termination fee or sell all of the 28 GHz wireless spectrum owned by Straight Path to Verizon for a purchase price of $500 million. The letter indicated that the Topping Offer expired automatically at (i) 11:59 p.m. New York time on April 24, 2017, unless prior to such time the Straight Path board determined that the Topping Offer constitutes a Superior Proposal under the AT&T merger agreement and (ii) 11:59 p.m. New York time on May 2, 2017, if Straight Path and Verizon had not executed a definitive agreement by that time.

On the evening of April 20, 2017, the Straight Path board held a telephonic meeting with representatives of Straight Path’s management, Evercore and Weil in attendance, to discuss the Topping Offer. At the request of the Straight Path board, representatives of Evercore then provided the Straight Path board with a summary of the April 13 letter received from Verizon and the terms of the Topping Offer. Representatives of Evercore reviewed the financial terms of the Topping Offer and compared the financial terms to those of the AT&T merger agreement, noting that Verizon had agreed to pay the $38 million Company Termination Fee on behalf of Straight Path, subject to reimbursement by Straight Path in the event a merger agreement with Verizon were terminated. Representatives of Weil reviewed for the Straight Path board the terms of the revised merger agreement submitted by Verizon and summarized the procedure and contractual obligations of Straight Path under the non-solicitation provisions of the AT&T merger agreement and the standard in order to terminate the AT&T merger agreement in order to enter into an agreement for a Superior Proposal. Following such discussions with its legal and financial advisors, the Straight Path board determined that the Topping Offer could reasonably be expected to result in a Superior Proposal and that the failure to consider the Topping Offer would reasonably be expected to be inconsistent with the Straight Path board’s fiduciary duties. Following discussion, the Straight Path board instructed representatives of Weil to send to AT&T’s legal advisors the documents received from Verizon in accordance with the AT&T merger agreement and to engage with Verizon in the negotiation of the transaction documents.

During the weekend of April 22-23, 2017, representatives of Weil engaged in discussions with representatives of Debevoise regarding the terms of the revised merger agreement.

On April 23, 2017, Davidi Jonas had a telephone call with Howard Jonas and a representative of Boies Schiller to discuss Howard Jonas’ views on the Topping Offer. Howard Jonas informed Davidi Jonas that, in light of certain modifications to the terms of the merger agreement that had been discussed by representatives of Weil and Debevoise, he would be willing to support the Topping Offer.

On the evening of April 23, 2017, Weil delivered a revised draft of the merger agreement to Debevoise, along with the related disclosure letters. Weil and Debevoise negotiated the terms of the merger agreement, voting agreement and disclosure letters during the course of the day on April 24, 2017 and agreed to the final versions of such documents, subject to Straight Path board approval. Also on the evening of April 24, 2017, representatives of Kilpatrick delivered a draft amendment to the merger agreement to Weil, which did not indicate a revised per share price and remained subject to the final determination of AT&T regarding whether to submit a matching or superior offer.

At 9:30 p.m. on April 24, 2017, the Straight Path board convened a telephonic meeting with representatives of Straight Path’s management, Evercore and Weil in attendance. Representatives of Weil provided an update regarding the terms of the merger agreement and voting agreement agreed with Debevoise. Representatives of Evercore then reviewed with the Straight Path board its analysis of the Topping Offer and its financial analyses of Straight Path. Following discussions with representatives of Weil and Evercore, the Straight Path board determined that the Topping Offer constituted a Superior Proposal under the AT&T merger agreement and that, subject to the right of AT&T to match the Topping Offer during the following five business days as per the AT&T merger agreement, the Straight Path board would terminate the AT&T merger agreement. The Straight Path board authorized representatives of Evercore to inform Verizon of its decision. Thereafter, on behalf of Straight Path, Weil delivered a notice of superior proposal and related documents to Kilpatrick on behalf of AT&T. On the morning of April 25, 2017, Straight Path issued a press release announcing that the Straight Path board had determined that the Topping Offer constituted a Superior Proposal under the AT&T merger agreement.

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That same morning, AT&T notified Straight Path that it was exercising its rights under the AT&T merger agreement to request that Straight Path engage in good faith negotiations with AT&T for a period of five business days in order to amend the AT&T merger agreement in such a manner that the Topping Offer would cease to constitute a Superior Proposal under the AT&T merger agreement.

On May 1, 2017, at AT&T’s request, representatives of AT&T met with representatives of Straight Path’s management, Evercore and Weil at Weil’s offices in New York, at which meeting representatives of AT&T discussed their views of the benefits regarding a transaction with AT&T. During a break in these discussions, representatives of Verizon contacted Weil regarding the status of Verizon’s offer, and its continued interest in acquiring Straight Path and its willingness to offer additional consideration if necessary to prevail in the bidding process. At 8:00 p.m. eastern time, the Straight Path board held a telephonic meeting, with representatives of Straight Path’s management, Evercore and Weil in attendance, to discuss a letter delivered by Kilpatrick, on behalf of AT&T, which outlined two alternative offers to acquire 100% of the issued and outstanding shares of Straight Path at (i) $108.64 per share, which we refer to as the May 1 Revised AT&T Proposal or (ii) $120.78 per share, which was conditioned on the Straight Path board and Howard Jonas agreeing to enhanced deal protections that would have had the effect of precluding Straight Path from entertaining any further proposals from Verizon or others, which we refer to as the May 1 Alternative AT&T Proposal. The letter indicated that the May 1 Revised AT&T Proposal would expire automatically at 11:59 p.m. eastern time on May 2, 2017, unless prior to such time the Straight Path board had unanimously determined that the Topping Offer ceased to constitute a Superior Proposal, unanimously approved AT&T’s amendment and the May 1 Revised AT&T Proposal and delivered to AT&T its proposed amendment to the AT&T merger agreement. The May 1 Alternative AT&T Proposal expired automatically at 11:59 p.m. eastern time on May 1, 2017, unless prior to such time the Straight Path board had unanimously determined that the Topping Offer ceased to constitute a Superior Proposal and had also unanimously approved the amendment to the AT&T merger agreement related to the May 1 Alternative AT&T Proposal, the amended voting agreement and the May 1 Alternative AT&T Proposal and delivered to AT&T its proposed amendment to the AT&T merger agreement. Following discussion, the Straight Path board determined that the Straight Path board meeting should be adjourned and reconvened following receipt of a revised binding offer from Verizon, which Verizon had previously indicated to representatives of Weil that it intended to deliver to the Straight Path board that same evening.

Later that evening, Verizon delivered a binding offer for 100% of the issued and outstanding shares of Straight Path at $135.96 per share based on an enterprise value of approximately $2.3 billion, which we refer to as the May 1 Verizon Offer. The letter indicated that the May 1 Verizon Offer would expire automatically at 11:59 p.m. New York City time on May 8, 2017, if the parties had not executed a definitive agreement by that time. Representatives of Weil forwarded the May 1 Verizon Offer letter to Kilpatrick as required under the terms of the AT&T merger agreement.

The Straight Path board reconvened a telephonic meeting at 10:30 p.m. eastern time, with representatives of Straight Path’s management, Evercore and Weil in attendance, to discuss the May 1 Verizon Offer. Following discussion, the Straight Path board determined that it required additional time to consider the May 1 Verizon Offer and determined to reconvene the following day.

On the afternoon of May 2, 2017, the Straight Path board held a telephonic meeting, with representatives of Straight Path’s management, Evercore and Weil in attendance, to further discuss the May 1 Verizon Offer. Representatives of Evercore reviewed its financial analyses of the May 1 Verizon Offer. Following discussion with representatives of Weil and Evercore, the Straight Path board determined in good faith, after consultation with representatives of Evercore and Weil, that the May 1 Verizon Offer constituted a Superior Proposal under the AT&T merger agreement and that, subject to the right of AT&T to match the May 1 Verizon Offer during the following three business days (as required under the AT&T merger agreement), the Straight Path board would terminate the AT&T merger agreement. The Straight Path board authorized representatives of Evercore to contact Verizon to inform them of the Straight Path board’s decision. Later that evening, on behalf of Straight Path, Weil delivered a notice of superior proposal and related documents to Kilpatrick on behalf of AT&T. AT&T subsequently delivered to Straight Path a notice that it was exercising its rights under the AT&T merger agreement to request that Straight Path engage in good faith negotiations with AT&T for a period of three business days in

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order to amend the AT&T merger agreement in such a manner that the May 1 Verizon Offer would cease to constitute a Superior Proposal. Straight Path issued a press release on the morning of May 3, 2017, announcing that the Straight Path board had determined that the May 1 Verizon Offer constituted a Superior Proposal under the AT&T merger agreement.

On the afternoon of May 5, 2017, Kilpatrick, on behalf of AT&T, delivered to representatives of Evercore and Weil a binding offer to acquire 100% of the issued and outstanding shares of Straight Path at $138.89 per share based on an enterprise value of approximately $2.3 billion, which we refer to as the May 5 AT&T Offer. The letter indicated that the May 5 AT&T Offer expired automatically at 11:59 p.m. eastern time on May 8, 2017, unless prior to such time the Straight Path board had determined that the May 1 Verizon Offer ceased to constitute a Superior Proposal and approved AT&T’s amendment to the AT&T merger agreement and the May 5 AT&T Offer and delivered to AT&T its proposed amendment to the AT&T merger agreement.

On the morning of May 7, 2017, representatives of Weil spoke with representatives of Verizon and informed Verizon that Straight Path had received a revised offer from AT&T, which the Straight Path board planned to consider at a meeting scheduled for 10:30 a.m. that morning and that it was possible that the Straight Path board could determine to have Straight Path execute an amendment to the AT&T merger agreement reflecting the revised offer from AT&T. The representative of Verizon informed Weil that Verizon was considering submitting an increased offer and, if Verizon decided to do so, it would submit the revised offer in advance of the scheduled Straight Path board meeting.

Shortly before the 10:30 a.m. meeting of the Straight Path board on the morning of May 7, 2017, Verizon delivered to representatives of Evercore and Weil a revised binding offer to acquire 100% of the issued and outstanding shares of Straight Path (a) at $184 per share based on an enterprise value of approximately $3.1 billion, which we refer to as the May 7 Verizon Base Offer or, alternatively, (b) at $196 per share based on an enterprise value of approximately $3.3 billion if Straight Path allowed Verizon the opportunity to discuss with AT&T for a period of five business days a transaction that would result in a sale of Straight Path after which each of Verizon and AT&T would own some of Straight Path’s licenses, which we refer to as the May 7 Verizon Enhanced Offer. At 10:30 a.m. eastern time on May 7, 2017, the Straight Path board held a telephonic meeting, with representatives of Straight Path’s management, Evercore and Weil in attendance, to discuss the May 7 Verizon Base Offer and the May 7 Verizon Enhanced Offer. The Straight Path board determined to reconvene at a later time to allow the Straight Path board, Straight Path’s management and Straight Path’s advisors to consider more thoroughly the implications of each offer.

At 12:00 noon eastern time on May 7, 2017, the Straight Path board reconvened. Davidi Jonas updated the Straight Path board that since the prior meeting, he had spoken with Howard Jonas, who indicated that his preference was for Straight Path to proceed with the May 7 Verizon Enhanced Offer if Straight Path had not received a response from AT&T prior to the expiration of the May 7 Verizon Enhanced Offer.

At 3:00 p.m. eastern time on May 7, 2017, the Straight Path board reconvened. The Straight Path board discussed with its legal and financial advisors the differences between the May 7 Verizon Base Offer and the May 7 Verizon Enhanced Offer and the implications of each, including that while the May 7 Verizon Enhanced Offer reflected potential additional value to Straight Path’s stockholders of $12.00 per share, as a result of allowing Verizon and AT&T to discuss the allocation of Straight Path’s wireless spectrum directly, the May 7 Verizon Enhanced Offer would likely end the competitive bidding process because Verizon had expressed a preferred interest in the 28 GHz wireless spectrum and AT&T had expressed a preferred interest in the 39 GHz wireless spectrum. Following the discussion with its legal and financial advisors, the Straight Path board concluded that, based on the competitive bidding process to date, it was not in the best interests of Straight Path and its stockholders to proceed with the May 7 Verizon Enhanced Offer due to the Straight Path board’s belief that AT&T would likely match Verizon’s offer and that Verizon might further increase its offer, thereby enabling the Straight Path board to obtain a higher value for Straight Path’s stockholders. The Straight Path board unanimously determined that the May 7 Verizon Base Offer constituted a “Superior Proposal” as defined in the AT&T merger agreement and that the failure to engage in discussions with Verizon would reasonably be expected to be inconsistent with the Straight Path

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board’s fiduciary duties. The Straight Path board instructed representatives of Weil and Evercore to communicate the Straight Path board’s determination to proceed with the May 7 Verizon Base Offer to each of Verizon and AT&T. Davidi Jonas thereafter updated Howard Jonas regarding the Straight Path board’s determination that the May 7 Verizon Base Offer constituted a “Superior Proposal” and the rationale for reaching that determination, and Howard Jonas expressed his support for the board’s determination.

On the morning of May 8, 2017, Straight Path issued a press release, announcing that the Straight Path board had determined that the May 7 Verizon Base Offer constituted a Superior Proposal.

At approximately 8:15 p.m. eastern time on May 10, 2017, the Straight Path board received a letter from AT&T indicating that AT&T had (i) determined not to make any new bids or proposals to Straight Path or to propose any amendments to the AT&T merger agreement, (ii) acknowledged that the Straight Path board had determined that the May 7 Verizon Base Offer constituted a Superior Proposal under the AT&T merger agreement, and (iii) understood that its decision not to amend the AT&T merger agreement would cause Straight Path to terminate the AT&T merger agreement. Attached to the letter were AT&T’s wire instructions for payment of the $38 million AT&T termination fee upon termination of the AT&T merger agreement.

At 10:00 p.m. eastern time on May 10, 2017, the Straight Path board held a telephonic meeting, with representatives of Straight Path’s management, Evercore and Weil in attendance. Davidi Jonas updated the Straight Path board that, following receipt of AT&T’s letter, he communicated with the AT&T CFO, who confirmed that AT&T was not interested in submitting any further offers to acquire Straight Path. Representatives of Weil also noted that, earlier in the day, Weil approached Verizon to seek to re-open the May 7 Verizon Enhanced Offer, however, Verizon declined to do so. Representatives of Weil reviewed the directors’ fiduciary duties and other legal matters in connection with the Straight Path board’s consideration of proceeding to terminate the AT&T merger agreement and enter into the merger agreement with Verizon, including the terms of the merger agreement with Verizon that had been negotiated between the parties. Representatives of Evercore then reviewed with the Straight Path board its analyses of the merger with Verizon and delivered Evercore’s opinion that, as of the date of its opinion, and based upon and subject to the procedures followed, assumptions made, matters considered, qualifications and limitations on the scope of review undertaken by Evercore, and taking into account (i) the company-specific facts and circumstances and determinations by the Straight Path board as described in its opinion, (ii) the limited information related to Straight Path that was provided to Evercore by Straight Path or that was publicly available as described in its opinion, including that, at the direction of the Straight Path board, management of Straight Path had not prepared financial projections for Straight Path for any period beyond January 31, 2018, (iii) that, with the consent of the Straight Path board, Evercore did not perform in connection with its opinion certain analyses relating to Straight Path that Evercore would customarily perform in connection with an opinion in light of the company-specific facts and circumstances and determinations by the Straight Path board and the limited information related to Straight Path that Evercore was provided by Straight Path or that was publicly available, as described in its opinion, including that Evercore was not able to perform a discounted cash flow analysis of Straight Path, an analysis of selected publicly traded companies, and certain other analyses, and (iv) the competitive sale process undertaken by Straight Path, as set forth in its written opinion, the per share merger consideration provided for in the merger agreement with Verizon was fair, from a financial point of view, to the holders of the shares of Straight Path common stock (other than holders of Excluded Shares) entitled to receive such per share merger consideration.

After discussion, the Straight Path board unanimously (i) determined that it is in the best interests of Straight Path and its stockholders and declared it advisable to enter into the merger agreement with Verizon and Merger Sub, (ii) directed that the adoption of the merger agreement be submitted to a vote of the stockholders of Straight Path at the stockholders meeting and (iii) recommended to the stockholders of Straight Path that they adopt the merger agreement and approve the merger.

On the morning of May 11, 2017, Straight Path and Verizon executed the merger agreement and concurrently, Verizon, on behalf of Straight Path, paid the AT&T termination fee to AT&T. Straight Path and

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Verizon each issued a press release announcing the merger, the termination of the AT&T merger agreement and the execution of the merger agreement.

Verizon’s Reasons for the Merger

The Verizon board delegated responsibility to a Special Transaction Committee of the Verizon board to review and approve a potential transaction with Straight Path. The Special Transaction Committee unanimously approved the merger and the merger agreement. The Verizon board believes that the merger will support Verizon’s continued leadership in 5G development by allowing it to obtain licenses to 39 GHz spectrum nationwide and to enhance its 28 GHz spectrum portfolio in key markets. In reaching its determination, the Verizon board consulted with Verizon’s management, and considered the spectrum holdings of Straight Path, other potential sources of high band spectrum for 5G, and the spectrum holdings by other companies.

Recommendation of the Straight Path Board; Straight Path’s Reasons for the Merger

At a meeting held on May 10, 2017, the Straight Path board (i) unanimously determined that the merger is fair to, and in the best interests of Straight Path and its stockholders, approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement and resolved to recommend adoption of the merger agreement to Straight Path’s stockholders, (ii) directed that the merger agreement be submitted to Straight Path’s stockholders for their adoption and (iii) received the opinion of its financial advisor, Evercore, to the effect that, as of such date and based upon and subject to the procedures followed, assumptions made, matters considered, qualifications and limitations on the scope of review undertaken by Evercore as set forth in its opinion, the merger consideration was fair, from a financial point of view, to the holders of shares of Straight Path common stock (other than holders of Excluded Shares) entitled to receive such merger consideration.

In making its determination, the Straight Path board considered a number of factors, including the following (not necessarily in order of relative importance):

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The Straight Path board also considered a number of uncertainties and risks in its deliberations concerning the merger, including the following (not necessarily in order of relative importance):

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The Straight Path board determined that, overall, these potential risks and uncertainties were outweighed by the benefits that the Straight Path board expects to achieve for its stockholders as a result of the merger. The Straight Path board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

The foregoing discussion of the information and factors that the Straight Path board considered is not intended to be exhaustive, but is meant to include the material factors supporting the merger that the Straight Path board considered. In view of the complexity and wide variety of factors that the Straight Path board considered, the Straight Path board did not find it practical to, and did not attempt to, quantify, rank or otherwise assign relative or specific weights or values to any of the factors considered. In addition, individual members of the Straight Path board may have given different weights to different factors.

The foregoing description of Straight Path’s consideration of the factors supporting the merger is forward-looking in nature. This information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 22 of this proxy statement/prospectus.

ACCORDINGLY, THE STRAIGHT PATH BOARD UNANIMOUSLY RECOMMENDS THAT STRAIGHT PATH STOCKHOLDERS VOTE “FOR” THE ADOPTION OF THE MERGER AGREEMENT, “FOR” THE NON-BINDING, ADVISORY VOTE ON CERTAIN COMPENSATION ARRANGEMENTS AND “FOR” ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT OR IF A QUORUM IS NOT PRESENT AT THE SPECIAL MEETING.

Opinion of Straight Path’s Financial Advisor

In connection with the Straight Path board’s analysis and consideration of potential strategic alternatives, including the merger, on October 28, 2016, Straight Path retained Evercore to act as financial advisor to the

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Straight Path board. On May 10, 2017, at a meeting of the Straight Path board, Evercore delivered its oral opinion to the Straight Path board, which opinion was subsequently confirmed by delivery of a written opinion, dated May 11, 2017, to the effect that, as of such date and based upon and subject to the procedures followed, assumptions made, matters considered, qualifications and limitations on the scope of review undertaken by Evercore as set forth in its opinion, and taking into account (i) the company-specific facts and circumstances and determinations by the Straight Path board as described in its opinion, (ii) the limited information related to Straight Path that was provided to Evercore by Straight Path or that was publicly available as described in its opinion, including that, at the direction of the Straight Path board, management of Straight Path had not prepared financial projections for Straight Path for any period beyond January 31, 2018, (iii) that, with the consent of the Straight Path board, Evercore did not perform in connection with its opinion certain analyses relating to Straight Path that Evercore would customarily perform in connection with an opinion in light of the company-specific facts and circumstances and determinations by the Straight Path board and the limited information related to Straight Path that Evercore was provided by Straight Path or that was publicly available, as described in its opinion, including that Evercore was not able to perform a discounted cash flow analysis of Straight Path, an analysis of selected publicly traded companies, and certain other analyses, and (iv) the competitive sale process undertaken by Straight Path, the merger consideration was fair, from a financial point of view, to the holders of the shares of Straight Path common stock (other than holders of Excluded Shares) entitled to receive such merger consideration.

The full text of the written opinion of Evercore, dated May 11, 2017, which sets forth, among other things, the procedures followed, assumptions made, matters considered, qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached to this proxy statement as Annex C and incorporated herein by reference. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was directed to the Straight Path board (in its capacity as such) for the benefit and use of the Straight Path board, and addresses, as of the date of such opinion, only the fairness, from a financial point of view, to the holders of the shares of Straight Path common stock (other than holders of Excluded Shares), of the merger consideration. The opinion does not address any other aspect of the proposed merger and does not constitute a recommendation to the Straight Path board or to any other persons in respect of the proposed merger, including to any Straight Path stockholder as to how any such holder should vote or act in respect of the proposed merger. Evercore’s opinion does not address the relative merits of the proposed merger as compared to other business or financial strategies that might be available to Straight Path, nor does it address the underlying business decision of Straight Path to engage in the proposed merger. The summary of the Evercore opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion attached to this proxy statement as Annex C.

In connection with rendering its opinion, Evercore has, among other things:

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For purposes of its analysis and opinion, Evercore assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, and Evercore assumed no liability therefor. With respect to the 2017 Straight Path Cash Projections, NOL Balances and Waterfall Analysis referred to above, Evercore assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of Straight Path as to the future financial performance of Straight Path and the other matters covered thereby. Evercore expressed no view as to the 2017 Straight Path Cash Projections, NOL Balances and Waterfall Analysis or the assumptions on which they are based. Evercore did not receive financial projections for Straight Path prepared by the management of Straight Path for any period beyond January 31, 2018. Evercore also did not receive financial projections for Verizon prepared by the management of Straight Path, and therefore relied on publicly available research analysts’ estimates as to the future financial performance of Verizon for purposes of its analysis and opinion.

Evercore’s review of financial and operating data related to Verizon was limited to publicly available information and did not include discussions with management or representatives of Verizon or other diligence Evercore would customarily conduct in connection with preparing an opinion. In addition, Evercore’s review of financial and operating data related to Straight Path was limited to the items referenced above that were provided to Evercore by the management of Straight Path and other publicly available information related to Straight Path in connection with the preparation of Evercore’s opinion. Accordingly, with Straight Path’s consent, Evercore did not perform in connection with its opinion certain analyses relating to Straight Path that Evercore would customarily perform in connection with an opinion. As the Straight Path board knew, Evercore was not provided with financial projections for Straight Path for any period beyond January 31, 2018, and therefore Evercore did not perform a discounted cash flow analysis of the Company. Moreover, as Straight Path’s board also knew, Evercore was not able to identify any publicly traded companies that in its professional judgment had assets, operations and a strategic position that were sufficiently comparable for purposes of Evercore’s analysis to that of Straight Path due to the company-specific facts and circumstances and determinations of the Straight Path board described in Evercore’s opinion, and therefore Evercore did not perform an analysis of selected publicly traded companies in connection with its review of Straight Path. In addition, as Straight Path’s board was aware, as regards transactions involving the sale or lease of radio spectrum in the 28 GHz and 39 GHz bands for which financial information was publicly available, Evercore’s analysis was limited by the limited number of such

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transactions since the year 2000. In addition, none of the transactions utilized in Evercore’s analysis was identical or directly comparable to the merger in light of, among other factors, the ongoing development of the technological standards, regulations and commercial uses of radio spectrum in the 28 GHz and 39 GHz bands.

Evercore did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities of Straight Path, nor was Evercore furnished with any such appraisals, nor did Evercore evaluate the solvency or fair value of Straight Path under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion noted that representatives of Evercore are not engineers or technical experts with respect to the evaluation of bands of frequencies of radio spectrum. Evercore’s opinion was necessarily based upon information made available to it as of the date of the opinion and financial, economic, market and other conditions as they existed and as could have been evaluated on the date of the opinion. Evercore’s opinion noted that the technological standards, regulations and commercial uses related to the band of frequencies of radio spectrum that Straight Path has licenses to utilize are evolving, and changes in such technological standards, regulations or commercial uses may have a material effect on the future value of such licenses. It should be understood that subsequent developments, including, without limitation, any changes in technological standards, regulations or commercial uses related to the radio spectrum, may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

For purposes of rendering its opinion, Evercore assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the merger agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the merger agreement and that all conditions to the consummation of the proposed merger will be satisfied without material waiver or modification thereof. Evercore assumed that the merger will qualify for U.S. federal income tax purposes as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. Evercore further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the proposed merger will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on Straight Path or the consummation of the proposed merger or materially reduce the benefits to the holders of Straight Path common stock in the proposed merger.

Evercore was advised that (i) in connection with the merger, a stockholder of Straight Path, who beneficially owns 787,163 shares of Straight Path Class A common stock representing approximately 66.46% of the combined voting power of the outstanding shares of Straight Path common stock, entered into the voting agreement with Verizon, pursuant to which such stockholder agreed to vote the shares of Straight Path Class A common stock of Straight Path over which it has voting control in favor of the adopting of the merger agreement; and (ii) pursuant to a settlement agreement between Straight Path and IDT Corporation, the terms of which are set forth in a term sheet attached as Exhibit B to the merger agreement, among other things, (a) IDT Corporation will pay Straight Path $16 million in cash, along with certain contingent payment rights evidencing a revenue sharing obligation entitling the holders thereof to receive cash payments equal to a percentage of the net proceeds received from pursuing litigation claims to which IP Group was a party, in exchange for the settlement of potential claims against IDT Corporation by Straight Path and the sale of Straight Path’s equity interests in IP Group, (b) Straight Path and IDT Corporation will execute mutual general releases of claims, including but not limited to, indemnification claims relating to any FCC investigation or consent decree, class action, derivative action or any other claim arising from any action by the other party, and (c) Straight Path will form, and fund the administrative expenses of, a trust, and transfer the contingent payment rights described above to such trust in exchange for a single class of beneficial interests in such trust, which interests will be distributed to holders of Straight Path Common Stock as a special dividend prior to the closing date of the merger.

Evercore was advised by the Straight Path board that Straight Path entered into the FCC consent decree on January 11, 2017, pursuant to which Straight Path agreed (i) to pay a $100 million civil penalty, with the payment of the initial $15 million due in four installments paid within nine months of the effective date of the FCC Consent Decree, (ii) to submit to the FCC applications for the cancellation of certain radio licenses listed in Appendix B to the FCC Consent Decree, (iii) to submit applications for the transfer of control or assignment of

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the remaining radio licenses of Straight Path in an arm’s length transaction, and (iv) to pay the United States Treasury 20% of the proceeds from the transfer(s) of control or assignment(s) of such radio licenses. Evercore was also advised by the Straight Path board that, pursuant to the FCC Consent Decree, in the event that Straight Path entered into a transaction for the transfer of control or assignment of the radio licenses specified by the FCC within 12 months of the effective date of the FCC Consent Decree, $85 million of the civil penalty would not be due, and in the event that the Company did not enter into a transaction for the transfer of control or assignment of the radio licenses specified by the FCC within 12 months of the effective date of the FCC Consent Decree, Straight Path had the option to submit to the FCC applications to cancel the portfolio of radio licenses specified by the FCC in lieu of payment of the $85 million.

Evercore was also advised by the Straight Path board that (i) as a result of the FCC Consent Decree, as well as Straight Path’s financial position, resources and prospects, the strategic alternatives available to Straight Path were (a) enter into an agreement to transfer control of or assign the Company’s remaining radio licenses within 12 months of the effective date of the FCC Consent Decree, (b) not to transfer control of or assign the Company’s remaining radio licenses prior to 12 months after the effective date of the FCC Consent Decree and incur an additional $85 million in civil penalties payable to the United States Treasury, or (c) not to transfer control of or assign the Company’s remaining radio licenses prior to 12 months after the effective date of the FCC Consent Decree and submit an application to the FCC for the cancellation of the portfolio of radio licenses specified by the FCC in lieu of payment of the $85 million; and (ii) the Straight Path board determined that strategic alternatives (b) and (c) above were not viable alternatives for maximizing value for the holders of shares of Straight Path common stock, that it was in the best interests of the holders of Straight Path common stock for Straight Path to pursue a competitive process to sell Straight Path and seek to enter into an agreement to sell Straight Path at this time, and that in connection with conducting such competitive sale process and entering into such agreement the management of Straight Path would not prepare financial projections regarding the future financial performance of Straight Path as a stand-alone entity for any period beyond January 31, 2018.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness, taking into account (i) the company-specific facts and circumstances and determinations by the Straight Path board as described in its opinion, (ii) the limited information related to Straight Path that was provided to Evercore by Straight Path or that was publicly available as described in its opinion, including that, at the direction of the Straight Path board, management of Straight Path had not prepared financial projections for Straight Path for any period beyond January 31, 2018, (iii) that, with the consent of the Straight Path board, Evercore did not perform in connection with its opinion certain analyses relating to Straight Path that Evercore would customarily perform in connection with an opinion in light of the company-specific facts and circumstances and determinations by the Straight Path board and the limited information related to Straight Path that Evercore was provided by Straight Path or that was publicly available, as described in its opinion, including that Evercore was not able to perform a discounted cash flow analysis of Straight Path, an analysis of selected publicly traded companies, and certain other analyses, and (iv) the competitive sale process undertaken by Straight Path, to the holders of shares of Straight Path common stock (other than holders of Excluded Shares), from a financial point of view, of the merger consideration. Evercore did not express any view on, and its opinion does not address, the fairness of the proposed merger to, or any consideration received in connection therewith by, the holders of any other securities, creditors or other constituencies of Straight Path, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Straight Path, or any class of such persons, whether relative to the merger consideration or otherwise, nor as to the fairness of the terms of the Voting Agreement, the terms of, or the consideration received by Straight Path or the holders of Straight Path common stock in connection with, the transfer of Straight Path’s interests in IP Group to IDT Corporation, the value of, or timing of future distributions from, the interests in the trust holding the contingent payment rights related to the net proceeds received from pursuing litigation claims to which IP Group was party, or the terms of the mutual releases entered into by Straight Path and IDT Corporation, nor as to the allocation of the aggregate consideration to be paid in the merger among the holders of Straight Path common stock. Evercore assumed that any modification to the structure of the merger would not vary in any respect material to its analysis. Evercore’s opinion did not address the relative merits of the merger as compared to other

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business or financial strategies that might have been available to Straight Path, nor did it address the underlying business decision of Straight Path to engage in the merger. Evercore’s opinion did not constitute a recommendation to the Straight Path board or to any other persons in respect of the proposed merger, including as to how any holder of shares of Straight Path common stock should vote or otherwise act in respect of the merger. Evercore expressed no opinion as to the price at which shares of Straight Path common stock or shares of common stock of Verizon would trade at any time. Evercore’s opinion noted that it is not a legal, regulatory, accounting or tax expert and Evercore assumed the accuracy and completeness of assessments by Straight Path and its advisors with respect to legal, regulatory, accounting and tax matters.

Evercore’s opinion was only one of many factors considered by the Straight Path board in its evaluation of the proposed merger and should not be viewed as determinative of the views of the Straight Path board or Straight Path’s management with respect to the proposed merger or the merger consideration to be paid to the holders of shares of Straight Path common stock (other than holders of Excluded Shares). Consequently, the analyses as described below should not be viewed as determinative of the opinion of the Straight Path board with respect to the merger consideration or whether the Straight Path board would have been willing to agree to different consideration.

Summary of Material Financial Analyses

Set forth below is a summary of the material financial analyses and other analyses performed by Evercore and reviewed by representatives of Evercore with the Straight Path board on May 10, 2017 in connection with Evercore rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before May 10, 2017 and is not necessarily indicative of current market conditions.

The following summary of financial analyses includes information presented in tabular format. These tables must be read together with the text of each summary in order to understand fully the financial analyses. The tables alone do not constitute a complete description of the financial analyses. Considering 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 Evercore’s financial analyses.

In conducting its analysis, Evercore used various methodologies to review the valuation of Straight Path to assess the fairness of the merger consideration to be paid to the holders of shares of Straight Path Common Stock (other than holders of Excluded Shares). Specifically, Evercore conducted an analysis of Straight Path’s historical stock price, a precedent premia paid analysis, and an analysis of selected precedent transactions and spectrum auctions. However, Evercore only relied upon the precedent premia paid analysis and the selected precedent transactions and spectrum auctions analysis for purposes of its opinion.

Analysis of Straight Path

Review of Historical Share Price

Evercore reviewed the recent stock price performance of Straight Path for the twelve months ended April 7, 2017 (the last trading day prior to the public announcement of AT&T’s initial offer to acquire Straight Path). During this time period, the trading price of Straight Path common stock ranged from a low of $15.83 per share to a high of $42.00 per share. Evercore noted that the merger consideration to be paid to the holders of shares of Straight Path Common Stock (other than holders of Excluded Shares) pursuant to the merger agreement exceeds the range of the share prices observed in Evercore’s review of Straight Path’s historical share price prior to the

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initial public announcement of AT&T’s offer to acquire Straight Path. Evercore also reviewed the recent stock price performance of Straight Path for the period since the public announcement of AT&T’s initial offer to acquire Straight Path from April 10, 2017 to May 10, 2017.

Analysis of Precedent Premia Paid

Evercore conducted a precedent premia paid analysis by analyzing completed and pending public transactions since January 1, 2012 with enterprise values between $1 billion and $4 billion. The analysis excluded transactions from the financial institution, oil & gas, and real estate sectors as well as merger-of-equals and related party transactions. Using public information, premiums paid were calculated as the percentage by which the per share consideration paid in each such transaction exceeded the closing market share prices of the target companies one day, one week and one month prior to the transaction announcements. If knowledge of such transactions became public prior to the date of the transaction announcement, the premiums paid were calculated relative to the date on which knowledge of the transaction first became public. The results of the precedent premia paid analysis are summarized as follows:

Based on this analysis, Evercore calculated an implied per share equity value reference range for Straight Path by applying a premium range of 30% to 40% to Straight Path’s closing share price on January 11, 2017, the last trading day prior to the FCC Consent Decree, and Straight Path’s closing share price on April 7, 2017, the last trading day prior to the public announcement of AT&T’s initial offer to acquire Straight Path. The table below summarizes the implied per share equity value reference ranges for Straight Path:

Evercore noted that the merger consideration to be paid to the holders of shares of Straight Path common stock (other than holders of Excluded Shares) pursuant to the merger agreement exceeds the ranges of the share prices implied by Evercore’s analysis of precedent premia paid.

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Analysis of Selected Precedent Transactions and Spectrum Auctions

Evercore reviewed the financial terms, to the extent publicly available, of transactions, both in the United States and globally, since 1998 related to the sale of radio spectrum licenses in the primary and secondary markets that Evercore deemed relevant, based on its professional experience with transactions in the wireless telecommunications industry. For each of the selected precedent transactions and spectrum auctions, Evercore, using publicly available financial and other information, determined the spectrum value and the MHz-PoP for the spectrum sold in each of these transactions. “MHz-PoP” is a customary metric employed for valuing spectrum assets, and generally reflects valuation with consideration for (i) the depth of spectrum over which a carrier may provide service, and (ii) the population of potential customers in a geographic area over which a carrier is licensed to provide service. Evercore determined the implied TEV/MHz-PoP multiple for each of the selected precedent transactions and spectrum auctions by dividing the total enterprise value, which we refer to as TEV, by the MHz-PoP of the spectrum licenses in the transaction. The results of the selected precedent transactions and spectrum auctions analysis are summarized as follows:

None of the selected precedent transactions or spectrum auctions is identical or directly comparable to the merger. Because the reasons for, and the circumstances surrounding, each of the selected precedent transactions and spectrum auctions analyzed were so diverse, and because of the inherent differences between the operations and the financial condition of Straight Path and the companies involved in the selected precedent transactions and spectrum auctions, Evercore believes that a comparable transaction analysis is not solely mathematical and involves complex considerations and judgments. As such, based on this analysis and Evercore’s professional judgment, Evercore applied a reference range of TEV/MHz-PoP multiples of $0.0010 to $0.0020, based on selected precedent transactions and spectrum auctions in the United States, and a reference range of TEV/MHz-PoP multiples of $0.0015 to $0.0030, based on selected precedent transactions and spectrum auctions globally, to the aggregate MHz-PoP of Straight Path to calculate the implied total enterprise value of Straight Path. The implied per share equity value of Straight Path was then derived by subtracting net debt and other net liabilities from enterprise value, and then dividing the result by the number of fully diluted shares of Straight Path, in each case taking into account the Waterfall Analysis.

The table below summarizes the implied per share equity value reference ranges for Straight Path:

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Evercore noted that the merger consideration to be paid to the holders of shares of Straight Path common stock (other than holders of Excluded Shares) pursuant to the merger agreement exceeds the ranges of the share prices implied by Evercore’s analysis of selected precedent transactions and spectrum auctions.

Analysis of XO Communications Transaction

In addition to the analysis of selected precedent transactions and spectrum auctions described above, Evercore performed an analysis of Verizon Communications Inc.’s acquisition of XO Communications, which we refer to as the XO Precedent Transaction, which was announced on February 22, 2016. In connection with this analysis, Evercore reviewed the financial terms, to the extent publicly available, of eight selected precedent transactions involving alternative wireline carriers from August 2011 to November 2016 that Evercore deemed relevant, based on its professional experience with transactions in the alternative wireline carrier industry. For each of the selected precedent transactions, Evercore, using publicly available financial and other information, determined the total enterprise value and last twelve months’ earnings before interest, taxes, depreciation and amortization, which we refer to as LTM EBITDA, of the target company, and calculated the implied TEV/LTM EBITDA multiple for each of the selected precedent transactions. The results of this selected precedent transactions analysis included a range of TEV/LTM EBITDA multiples from 4.0x to 9.0x, with an average TEV/LTM EBITDA multiple of 6.6x.

None of the selected precedent transactions described above is identical or directly comparable to the merger. Because the reasons for, and the circumstances surrounding, each of the selected precedent transactions analyzed were so diverse, and because of the inherent differences between the operations and the financial condition of Straight Path and the companies involved in the selected precedent transactions, Evercore believes that a comparable transaction analysis is not solely mathematical and involves complex considerations and judgments. As such, based on this analysis and Evercore’s professional judgment, Evercore applied a reference range of TEV/LTM EBITDA multiples of 6.0x to 8.0x, based on the selected precedent transactions involving alternative wireline carriers, to the LTM EBITDA of XO Communications to calculate the implied total enterprise value of XO Communications’ wireline business at the time of the XO Precedent Transaction. The implied value of the spectrum assets of XO Communications was then derived by subtracting the implied total enterprise value of XO Communications’ wireline business (based on the selected precedent transactions involving alternative wireline carriers) from the total transaction value of the XO Precedent Transaction (which consisted of the headline transaction value, plus the spectrum buyout exercise price). The spectrum buyout exercise price of $200 million, and LTM EBITDA figure of $200 million used in this analysis are each based on information provided in publicly available research analyst reports issued shortly after the public announcement regarding the XO Precedent Transaction. The reference range of implied spectrum assets values was then divided by the MHz-PoP of XO Communications’ radio spectrum licenses to determine a reference range of implied TEV/MHz-PoP multiples based on the XO Precedent Transaction. The MHz-PoP of XO Communications of 180 billion was based on publicly available information provided in an industry research report. The aggregate MHz-PoP of Straight Path was then multiplied by the reference range of implied TEV/MHz-PoP multiples to determine a reference range of implied total enterprise values for Straight Path. The net debt and other net liabilities of Straight Path, taking into account the Waterfall Analysis, were then subtracted from the implied total enterprise values for Straight Path, and the result was then divided by the number of fully diluted shares of Straight Path, taking into account the Waterfall Analysis, to determine an implied per share equity value reference range for Straight Path.

The table below summarizes the implied per share equity value reference range for Straight Path based upon the implied value of the spectrum assets of XO Communications in the XO Precedent Transaction:

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Evercore noted that the merger consideration to be paid to the holders of shares of Straight Path common stock (other than holders of Excluded Shares) pursuant to the merger agreement exceeds the range of the share prices implied by Evercore’s analysis of the XO Precedent Transaction.

Other Factors

Evercore also reviewed and considered other factors, which were not considered part of its material financial analyses in connection with rendering its advice and opinion, but were referenced for informational purposes, including, among other things, an illustrative analysis of potential tax savings under certain scenarios involving a sale of radio spectrum licenses. Evercore noted that none of the foregoing analyses of the other factors constituted a valuation methodology for Straight Path, and that the foregoing analyses of the other factors were presented for the reference of the Straight Path board.

Illustrative Valuation of NOL Balances (Assuming Full Usage of NOL Balances)

Evercore reviewed the potential value of certain tax savings that Straight Path could realize on account of its NOL Balances under certain scenarios involving a sale of its radio spectrum licenses. In connection with its review, Evercore analyzed the illustrative value of the NOL Balances in the event of an asset sale that resulted in a gain on sale equal to the current amount of Straight Path’s NOL Balances. Based upon assumptions provided by Straight Path management, including the current amount of Straight Path’s NOL Balances and the tax rate at which a gain on sale would be taxed, Evercore determined that the potential illustrative value of the tax savings from the NOL Balances under a scenario involving a sale of radio spectrum licenses that fully utilized all of Straight Path’s NOL Balances would be approximately $46.6 million, or $3.64 per share. Evercore noted that under the current transaction structure proposed in the merger that the illustrative capitalized value of the NOL Balances of Straight Path would not be completely realized due to a material change in Straight Path’s ownership.

Analysis of Verizon

Evercore performed certain financial analyses related to Verizon in connection with the rendering of its opinion. As noted above, Evercore did not receive financial projections for Verizon prepared by the management of Straight Path, and therefore relied on publicly available research analysts’ estimates as to the future financial performance of Verizon for purposes of its analysis and opinion. Evercore’s review of financial and operating data related to Verizon was limited to publicly available information, and did not include discussions with management or representatives of Verizon or other diligence Evercore would customarily conduct in connection with preparing an opinion.

Set forth below is a summary of the financial analyses performed by Evercore related to Verizon and reviewed with the Straight Path board on May 10, 2017. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before May 10, 2017 and is not necessarily indicative of current market conditions.

Analysis of Historical Share Price

Evercore reviewed the stock price performance of Verizon for the twelve months ended May 10, 2017. During this time period, the trading price of Verizon common stock ranged from a low of $45.88 per share to a high of $56.53 per share.

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Analyst Price Targets

Evercore compared recent publicly available research analyst price targets for Verizon that were available to Evercore as of May 10, 2017. Evercore examined 21 research analyst price targets and noted that the low and high per share equity value price targets for Verizon common stock, excluding the lowest and highest price target, were $45.00 and $55.00, respectively, with a median per share equity value price target of $50.00.

Analysis of Selected Publicly Traded Companies

Evercore reviewed and compared certain financial, operating and market information relating to Verizon to corresponding information of the publicly traded companies set forth in the table below, which Evercore deemed most relevant to consider in relation to Verizon, based on its professional judgment and experience in the telecommunications industry. However, because of the inherent differences between the businesses, operations, spectrum portfolio, capital structure, regulatory characteristics and prospects of Verizon and the selected publicly traded companies, no comparable company is exactly the same as Verizon.

Evercore reviewed, among other things, total enterprise value as a multiple of estimated earnings before interest, taxes, depreciation and amortization, which we refer to as EBITDA, as well as the current stock price as a multiple of estimated earnings per share (commonly referred to as a P/E multiple), of the selected publicly traded companies. Total enterprise values were calculated as public market equity value plus debt, less cash and cash equivalents based on publicly available information.

The analysis of total enterprise value as a multiple of estimated EBITDA indicated that, for the group of selected publicly traded companies, TEV/EBITDA multiples for calendar year 2017 estimated EBITDA ranged from 5.6x to 9.3x, with a median of 6.8x. The analysis of P/E multiples indicated that, for the group of selected publicly traded companies, P/E multiples for calendar year 2017 estimated earnings per share ranged from 12.3x to 13.2x, with a median of 12.75x.

Based on the above analysis, Evercore then applied a range of TEV/EBITDA multiples of 6.25x to 7.25x to the calendar year 2017 estimated EBITDA of Verizon. This analysis resulted in a per share equity value reference range for Verizon common stock of $41.36 to $52.22 per share. Evercore also applied a range of P/E multiples of 12.0x to 14.0x to the calendar year 2017 estimated earnings per share of Verizon. This analysis resulted in a per share equity value reference range of for Verizon common stock of $45.19 to $52.72 per share.

The table below summarizes the analysis of the selected publicly traded companies:

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of Verizon to calculate the estimated present value of the standalone, unlevered, after-tax cash flow that Verizon was projected to generate from March 31, 2017

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through calendar year 2021, based on publicly available research analysts’ estimates for Verizon. Evercore also calculated a terminal value for Verizon by applying (i) a terminal EBITDA multiple and (ii) a perpetuity growth rate, in each case based on its professional judgment given the nature of Verizon and its business and industry, of 6.25x to 7.25x and 0.00% to 1.00%, respectively, to each of Verizon’s (a) projected standalone EBITDA, and (b) unlevered, after-tax free cash flow, in each case in the terminal year. The terminal values (as calculated using both the terminal EBITDA multiple and the perpetuity growth rate methodologies) for Verizon were then discounted to present value as of March 31, 2017 using a discount rate range of 5.75% to 6.75%, based on an estimate of Verizon’s weighted average cost of capital, to derive respective ranges of implied enterprise values for Verizon. Ranges of implied equity values for Verizon were then calculated, in each case, by subtracting the amount of adjusted net debt (calculated as debt less cash and cash equivalents, including minority interest and unconsolidated assets) as of March 31, 2017. Evercore performed this analysis for Verizon on a standalone basis. Evercore’s analysis indicated an implied per share equity value reference range for Verizon on a standalone basis of approximately $44.79 to $56.63, based on the terminal EBITDA multiple method, and an implied per share equity value reference range for Verizon on a standalone basis of approximately $43.97 to $70.51, based on the perpetuity growth rate method.

Miscellaneous

The foregoing summary of certain material financial analyses and other analyses does not purport to be a complete description of the analyses or data presented by Evercore. In connection with the review of the proposed merger by the Straight Path board, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment in the wireless telecommunications industry after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of Straight Path common stock or Verizon common stock. No company used in the above analyses as a comparison is directly comparable to Straight Path or Verizon, and no precedent transaction or spectrum auction used in the above analyses as a comparison is directly comparable to the merger. Further, Evercore’s analyses involved complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Straight Path, Verizon or their respective advisors. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was viewed as any more significant or was or should be given any greater weight than any other analysis. Rounding may result in total sums set forth in this section not equaling 100%.

Evercore prepared these analyses for the purpose of providing an opinion to the Straight Path board as to the fairness, from a financial point of view, taking into account (i) the company-specific facts and circumstances and determinations by the Straight Path as described in its opinion, (ii) the limited information related to Straight Path that was provided to Evercore by Straight Path or that was publicly available as described in its opinion, including that, at the direction of the Straight Path board, management of Straight Path had not prepared financial

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projections for Straight Path for any period beyond January 31, 2018, (iii) that, with the consent of the Straight Path board, Evercore did not perform in connection with its opinion certain analyses relating to Straight Path that Evercore would customarily perform in connection with an opinion in light of the company-specific facts and circumstances and determinations by the Straight Path board and the limited information related to Straight Path that Evercore was provided by Straight Path or that was publicly available, as described in its opinion, including that Evercore was not able to perform a discounted cash flow analysis of Straight Path, an analysis of selected publicly traded companies, and certain other analyses, and (iv) the competitive sale process undertaken by Straight Path, of the merger consideration to be paid to the holders of shares of Straight Path common stock (other than holders of Excluded Shares) in the proposed merger. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Pursuant to the terms of Evercore’s engagement letter with Straight Path, a fee of $1.5 million was payable to Evercore upon the delivery of its opinion, and an additional fee estimated to be approximately $48.0 million will be payable to Evercore upon the consummation of the merger. In addition, Straight Path has agreed to indemnify Evercore for certain liabilities arising out of its engagement and reimburse Evercore for its reasonable out-of-pocket expenses (including legal fees, expenses and disbursements) incurred in connection with its engagement.

During the two year period prior to the date hereof, no material relationship existed between Evercore and its affiliates and the significant stockholder of Straight Path that is entering into the Voting Agreement, IDT Corporation or Verizon pursuant to which compensation was received by Evercore or its affiliates as a result of such a relationship. During the two year period prior to the date hereof, no material relationship existed between Evercore and its affiliates and Straight Path, other than Evercore Group L.L.C. acting as financial advisor to Straight Path in connection with its entry into an Agreement and Plan of Merger with AT&T Inc. on April 9, 2017, which Agreement and Plan of Merger was subsequently terminated on May 11, 2017. Evercore may provide financial or other services to Straight Path, the significant stockholder of Straight Path that is entering into the Voting Agreement, IDT Corporation or Verizon or their respective affiliates in the future and in connection with any such services Evercore may receive compensation.

In the ordinary course of business, Evercore or its affiliates may actively trade the securities, or related derivative securities, or financial instruments of Straight Path, IDT Corporation or Verizon and their respective affiliates, for its own account and for the accounts of its customers, and, accordingly, may at any time hold a long or short position in such securities or instruments.

The issuance of the Evercore opinion was approved by an opinion committee of Evercore Group L.L.C.

The Straight Path board engaged Evercore to act as a financial advisor based on its qualifications, experience and reputation, as well as familiarity with the business of Straight Path. Evercore is an internationally recognized investment banking firm and is regularly engaged in the valuation of businesses in connection with mergers and acquisitions, leveraged buyouts, competitive biddings, private placements and valuations for corporate and other purposes.

Certain Straight Path Forecasts

Straight Path’s management did not prepare, and Straight Path’s board did not consider in connection with its review of the merger, financial forecasts for Straight Path for any period beyond January 31, 2018, for the following reasons:

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For the purpose of assisting with an internal review of Straight Path’s near term liquidity outlook, the 2017 Straight Path Cash Projections were prepared by the management of Straight Path. The 2017 Straight Path Cash Projections were furnished to Straight Path’s financial advisor by the management of Straight Path and were also made available to bidders in order to assist the bidders with understanding Straight Path’s expected cash position between signing and closing of a transaction.

Straight Path does not as a matter of course make public projections as to future performance, revenues, earnings or other financial results, due to, among other reasons, the uncertainty of the underlying assumptions and estimates. The 2017 Straight Path Cash Projections are included in this proxy statement/prospectus because such projections were provided to the Straight Path board and Straight Path’s financial advisor in connection with the merger. The inclusion of this information should not be regarded as an indication that any of Straight Path, its financial advisor, their respective representatives or any other recipient of this information considered, or now considers, it to be predictive of actual future results, or that it should be construed as financial guidance, and it should not be relied on as such.

The following forward-looking financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In the view of Straight Path’s management, the forward-looking financial information was prepared on a reasonable basis, reflected the best then currently available estimates and good faith judgments at the time of its preparation, and presented at the time of its preparation, to the best knowledge and belief of Straight Path’s management, reasonable projections of the respective future financial performance of Straight Path. However, the forward-looking financial information has not been updated, is not fact and should not be relied upon as indicative of actual future results, and readers of this proxy statement/prospectus are cautioned not to rely on this forward-looking financial information. Straight Path undertakes no obligation to update or otherwise revise or reconcile the forward-looking financial information whether as a result of new information, future events or otherwise.

Straight Path’s independent auditors have not, nor have any other independent accountants, compiled, examined, or performed any procedures with respect to the forward-looking financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, such forward-looking financial information.

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The following table presents a summary of the 2017 Straight Path Cash Projections prepared by the management of Straight Path:

The estimates and assumptions underlying the forward-looking financial information presented herein are inherently uncertain and, though considered reasonable by the management of Straight Path as of the date of its preparation, are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those presented herein, including the matters described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 22 of this proxy statement/prospectus, “Risk Factors” beginning on page 23 of this proxy statement/prospectus, and the cautionary statements and risk factor disclosure contained in filings made by Straight Path with the Securities and Exchange Commission, including Straight Path’s Annual Report on Form 10-K for the year ended July 31, 2016, and any amendments thereto, as such risks may be updated or supplemented in Straight Path’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K (in each case to the extent filed and not furnished), which are incorporated by reference into this proxy statement/prospectus. The 2017 Straight Path Cash Projections also reflect assumptions as to certain business decisions that are subject to change. Accordingly, there can be no assurance that the forward-looking financial information is predictive of the future performance of Straight Path, or that actual results will not differ materially from those presented in the 2017 Straight Path Cash Projections. Inclusion of the forward-looking financial information in this proxy statement/prospectus should not be regarded as a representation by any person that the results contained in the forward-looking financial information will be achieved.

Straight Path does not intend to update or otherwise revise the forward-looking financial information to reflect circumstances existing since its preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error. Furthermore, Straight Path does not intend to update or revise the forward-looking financial information in this proxy statement/prospectus to reflect changes in general economic or industry conditions.

The information concerning forward-looking financial information provided by Straight Path is not included in this proxy statement/prospectus in order to induce any stockholder to vote in favor of the approval of the merger agreement, or to acquire securities of Verizon.

Closing and Effective Time

Unless the parties otherwise mutually agree, the closing of the merger will occur on the second business day after the day on which the last of the conditions to the closing of the merger is satisfied or waived (other than those conditions that by their nature must be satisfied or waived at the closing of the merger, but subject to the fulfillment or waiver of such conditions). Subject to the satisfaction or waiver of the conditions to the closing of

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the merger described in the section entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 89 of this proxy statement/prospectus, including the adoption of the merger agreement by Straight Path stockholders at the special meeting, it is anticipated that the merger will be completed within nine months from the signing of the merger agreement. It is possible that factors outside the control of both companies could result in the merger being completed at a different time, or not at all.

The effective time will occur on the date of the closing of the merger when the certificate of merger with respect to the merger is duly filed with the Secretary of State of the State of Delaware or at such later time as the parties may mutually agree and specify in such certificate of merger.

Regulatory Approvals

Completion of the merger is conditioned on (i) the expiration or termination of the applicable waiting period under the HSR Act, and (ii) receipt of the FCC consent. It is also a condition to Verizon’s obligation to consummate the merger that the FCC consent shall have become final without the imposition of an adverse regulatory condition (as defined below).

Straight Path and Verizon filed their notification and report forms under the HSR Act with the FTC and the DOJ on May 19, 2017. The HSR Act waiting period expired on June 19, 2017, and the condition for HSR Act clearance has been satisfied. In addition, Verizon and Straight Path filed applications with the FCC on June 1, 2017 for consent to transfer control of Straight Path’s licenses and authorizations in connection with the merger. The process for obtaining the FCC consent is ongoing.

Under the HSR Act, certain transactions, including the merger, may not be completed unless certain waiting period requirements have expired or been terminated. The HSR Act provides that each party must file a notification and report form with the FTC and the DOJ. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification and report forms or the earlier termination of that waiting period. If the FTC or DOJ issues a request for additional information or documentary material prior to the expiration of the initial waiting period, the parties must observe a second 30-calendar-day waiting period, which would begin to run only after both parties have substantially complied with the request for additional information or documentary material, unless the waiting period is terminated earlier.

Straight Path and Verizon have agreed to cooperate with each other and use, and cause their respective subsidiaries to use, their respective reasonable best efforts to obtain all regulatory approvals required to complete the merger and the other transactions contemplated by the merger agreement. In furtherance of the foregoing, Verizon and Straight Path have agreed, as promptly as reasonably practicable, to:

In addition, to the extent necessary to obtain the FCC consent and any other consent from any governmental entity, including HSR Act clearance, required to consummate the merger and the other transactions contemplated by the merger agreement, Verizon has agreed to take certain specified actions involving Verizon and its subsidiaries (including the surviving corporation after the closing date of the merger) and Straight Path and its subsidiaries, which include disposing of, divesting, transferring or licensing certain spectrum and related assets, and Verizon and its subsidiaries will take other actions that are in the aggregate de minimis . Verizon believes these actions, if required, should be sufficient to obtain all required governmental approvals, including HSR Act clearance, but there can be no assurance that all such approvals will be obtained.

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However, subject only to the actions described in the preceding paragraph, Verizon’s and Straight Path’s respective obligations to use reasonable best efforts to obtain all regulatory approvals required to complete the merger do not otherwise require Verizon and its affiliates and subsidiaries (including Straight Path and its subsidiaries) to do any of the following:

Subject to the preceding paragraph, the occurrence of any of the matters specified in any of the above bullets will constitute an adverse regulatory condition.

Straight Path and its subsidiaries may not agree to any regulatory actions in connection with the merger and the other transactions contemplated by the merger agreement without the prior written consent of Verizon (which may be withheld in Verizon’s sole discretion).

Subject to applicable laws relating to the exchange of information, (i) Verizon and Straight Path will have the right to review in advance, and to the extent practicable each will consult the other on and consider in good faith the views of the other in connection with, all of the information relating to Verizon or Straight Path, as the case may be, and any of their respective subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any governmental entity in connection with the merger and the other transactions contemplated by the merger agreement; and (ii) Verizon and Straight Path will both have the opportunity to participate in all meetings (in person or via telephone or video conference) with, review material communications to, and receive copies of material communications from, any governmental entity in connection with filings submitted pursuant to the merger agreement. However, the ultimate responsibility with respect to any strategy to obtain the required regulatory consents rests with Verizon. In exercising the foregoing rights, each of Verizon and Straight Path have agreed to act reasonably and as promptly as practicable.

Accounting Treatment

Verizon prepares its financial statements in accordance with GAAP. The merger will be accounted for using the acquisition method of accounting. Verizon will be treated as the acquiror for accounting purposes.

Listing of Verizon Common Stock

Verizon has agreed pursuant to the merger agreement to use its reasonable best efforts to cause the shares of Verizon common stock to be issued in the merger to be approved for listing on the NYSE and NASDAQ prior to the effective time.

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Delisting and Deregistration of Straight Path Common Stock

Straight Path has agreed pursuant to the merger agreement to cooperate with Verizon to use its reasonable best efforts to take all actions reasonably necessary, proper or advisable on its part under applicable laws and rules and regulations of the NYSE to enable the delisting of Straight Path common stock from the NYSE and deregistration of Straight Path common stock under the Exchange Act prior to the effective time.

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THE MERGER AGREEMENT

This section describes the material terms of the merger agreement. The description in this section and elsewhere in this proxy statement/prospectus 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/prospectus. 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. You are encouraged to read the merger agreement carefully and in its entirety. This section is not intended to provide you with any factual information about Straight Path or Verizon. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Straight Path and Verizon make with the SEC, as described in the section entitled “Where You Can Find More Information” beginning on page 119 of this proxy statement/prospectus.