Verizon Buys Straight Path for $3.1B

May 11, 2017

Straight Path Communications will sign today a definitive merger agreement under which Verizon Communications will acquire Straight Path for $184.00 per share (reflecting an enterprise value of approximately $3.1 billion) in an all-stock transaction that is intended to qualify as a tax-free reorganization.

Concurrently therewith, Verizon will pay on behalf of Straight Path a termination fee of $38 million to AT&T.

The transaction has been approved by the boards of directors of both Straight Path and Verizon.

Straight Path also announced that it will terminate the previously announced definitive agreement and plan of merger with AT&T and Switchback Merger Sub Inc., dated as of April 9, 2017 (the "AT&T Merger Agreement"). As previously announced, the Straight Path board of directors determined, in good faith, after consultation with its financial advisors and outside legal advisors, that the transaction with Verizon constituted a Superior Proposal under the AT&T Merger Agreement. AT&T informed Straight Path that after much deliberation, it has determined not to make any new bids or proposals to Straight Path or to propose any amendments to the AT&T Merger Agreement.

The acquisition of Straight Path for $184.00 per share in Verizon stock, implies a premium of 486% to the closing price of Straight Path common stock of $31.41 on January 11, 2017, the day before Straight Path announced its FCC settlement and strategic alternatives process, and 404% premium to the closing stock price of $36.48 on April 7, 2017, the business day prior to entry into the AT&T Merger Agreement. Stock consideration received by Straight Path stockholders will be based on a variable number of Verizon common stock issued at transaction close to ensure fixed consideration of $184.00 per share. The companies anticipate a closing within nine months, subject to FCC review. The transaction is supported by Straight Path's majority shareholder, Howard Jonas, who has entered into a voting agreement with Verizon and agreed to vote his Class A shares (held through a trust) in support of the transaction, subject to certain limitations.

Evercore served as exclusive financial advisor to Straight Path and Weil, Gotshal & Manges LLP served as company counsel on this transaction. Debevoise & Plimpton LLP served as counsel to Verizon on this transaction.

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