UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Voltari Corporation

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED MAY 3, 2019

VOLTARI CORPORATION

767 Fifth Avenue, Suite 4700

New York, New York 10153

[●], 2019

Dear Common Stockholder:

You are cordially invited to attend a special meeting of the stockholders of Voltari Corporation, which we refer to as the “Company,” to be held at the offices of Brown Rudnick LLP, 7 Times Square, New York, NY 10036, on [●], at [●], local time, unless adjourned or postponed to a later date. Unless expressly otherwise stated (i) each reference to “stockholders” is to the holders of common stock of the Company and (ii) each reference to “shares” is to the shares of common stock of the Company.

At the special meeting, our stockholders will be asked to consider and vote on a proposal to adopt the merger agreement that the Company entered into on March 22, 2019, which we refer to as the “merger agreement,” providing for the acquisition of the Company by Starfire Holding Corporation, which we refer to as “Parent.” The acquisition will occur by means of a merger of a wholly-owned subsidiary of Parent, which we refer to as “Merger Sub,” with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent, which we refer to as the “merger.” If the merger agreement is adopted by our stockholders and the merger is completed, each share of our common stock (other than shares owned by Parent, Merger Sub, or any of their respective subsidiaries or affiliates (other than the Company and its directors and officers), all of which we collectively refer to as the “Purchaser Group,” shares owned by the Company or the Company’s subsidiaries, and shares for which appraisal rights have been properly and validly perfected and not validly withdrawn or lost) will be converted into the right to receive $0.86 in cash, without interest, which represents a premium of approximately 139% over our closing stock price on December 6, 2018, the last trading day prior to the announcement by certain of Parent’s affiliates of their initial offer to acquire all shares not owned by them, which we refer to as the “initial offer,” and a premium of approximately 48% over the purchase price proposed in the initial offer of $0.58 per share.

In addition, if the merger agreement is adopted by our stockholders and the merger is completed, each outstanding share of the Company’s 13% Redeemable Series J Preferred Stock, which we refer to as the “preferred stock,” not owned by the Purchaser Group (other than shares of preferred stock owned by the Company or the Company’s subsidiaries, and shares of preferred stock for which appraisal rights have been properly and validly perfected and not validly withdrawn or lost) will be converted into the right to receive an amount in cash equal to the “redemption price,” which consists of the liquidation preference per share of the preferred stock plus any accrued but unpaid dividends, as more specifically set forth in the Company’s certificate of incorporation, without interest.

Following the merger, Merger Sub will be a wholly-owned subsidiary of Parent, which currently owns approximately 52.69% of the issued and outstanding shares of our common stock and approximately 98.0% of the Company’s preferred stock. The proposed merger is a transaction by which the Company would be acquired by its own controlling stockholder. Accordingly such merger is a “going private transaction” under the rules of the U.S. Securities and Exchange Commission, which we refer to as the “SEC.”

To assist in evaluating the fairness of the merger to the Company and our stockholders, other than the Purchaser Group, the Board of Directors of the Company, which we refer to as the “Board,” formed a special committee of independent directors, which we refer to as the “Special Committee,” to, among other things, evaluate and negotiate a potential transaction with the Purchaser Group or any alternative strategic transaction.

The Special Committee and, acting upon the unanimous recommendation of the Special Committee, the Board, have each unanimously determined that the merger agreement and the transactions contemplated by the merger

agreement, including the merger, are fair to and in the best interests of the Company and its common stockholders (other than the Purchaser Group) and approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement. The Board unanimously recommends that the Company’s stockholders vote “FOR” the proposal to adopt the merger agreement.

The enclosed proxy statement describes the merger agreement, the merger and related matters. A copy of the merger agreement is also attached to the proxy statement. We urge our stockholders to read the entire proxy statement carefully, as it sets forth the details of the merger agreement and other important information related to the merger.

The common stock is the only class of stock that has the right to vote at the special meeting. The holders of preferred stock are not entitled to vote at the special meeting on any matter.

Your vote is very important, regardless of the number of shares of the Company’s common stock you own. The merger cannot be completed unless holders of (i) a majority of the aggregate voting power of the shares outstanding and entitled to vote on such proposal vote in favor of adoption of the merger agreement and (ii) a majority of the shares outstanding and entitled to vote on such proposal, and that are not owned by the Purchaser Group, vote in favor of adoption of the merger agreement. If you fail to vote on the merger agreement, the effect will be the same as a vote against adoption of the merger agreement.

If you have any questions or need assistance voting, please contact D. F. King & Co., Inc., our proxy solicitor, by calling (877) 297-1746 (toll-free).

Thank you in advance for your cooperation and continued support.

By order of the Board of Directors,

Peter K. Shea

Chairman of the Board

New York, New York

[●], 2019

The accompanying proxy statement is dated [●], 2019 and is first being mailed to stockholders on or about [●], 2019.

THIS SOLICITATION IS MADE ON BEHALF OF THE COMPANY. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE PROPOSED TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

If you have any questions or require any assistance in voting your shares of Voltari common stock, please contact:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Call Toll-Free: (877) 297-1746

Email: VLTC@dfking.com

VOLTARI CORPORATION

767 Fifth Avenue, Suite 4700

New York, New York 10153

NOTICE OF SPECIAL MEETING OF COMMON STOCKHOLDERS

To Be Held on [●], 2019

To the Common Stockholders of Voltari Corporation:

NOTICE IS HEREBY GIVEN that a Special Meeting of the Common Stockholders of Voltari Corporation, a Delaware corporation, which we refer to as the “Company,” will be held at the offices of Brown Rudnick LLP, 7 Times Square, New York, NY 10036, on [●], at [●], local time, unless adjourned or postponed to a later date, for the following purposes:

The merger agreement, the merger and the other transactions which would be effected in connection with the merger are described more fully in the attached proxy statement, and we urge you to read the attached proxy statement carefully and in its entirety. Unless expressly otherwise stated herein (i) each reference to “stockholders” is to the holders of common stock of the Company and (ii) each reference to “shares” is to the shares of common stock of the Company.

To assist in evaluating the fairness of the merger to the Company and our stockholders (other than Parent, Merger Sub, and any of their respective subsidiaries or affiliates (other than the Company and its directors and officers), all of which we collectively refer to as the “Purchaser Group”), the Board of Directors of the Company, which we refer to as the “Board,” formed a special committee of independent directors, which we refer to as the “Special Committee,” to, among other things, evaluate and negotiate a potential transaction with the Purchaser Group or any alternative strategic transaction. The Special Committee and, acting upon the unanimous recommendation of the Special Committee, the Board, have each unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of the Company and its stockholders (other than the Purchaser Group) and approved and declared advisable the merger agreement and transactions contemplated by the merger agreement, including the merger. The Board made its determination after consideration of a number of factors, including the recommendation of the Special Committee, and after consultation with the Board’s legal advisors.

Your vote is very important, regardless of the number of shares of the Company’s common stock you own. The merger cannot be completed unless holders of (i) a majority of the aggregate voting power of the shares outstanding and entitled to vote on such proposal vote in favor of adoption of the merger agreement and (ii) a majority of the shares outstanding and entitled to vote on such proposal, and that are not owned by the Purchaser Group, vote in favor of adoption of the merger agreement, which we refer to as the “majority of the minority stockholder approval.” If you fail to vote on the merger agreement, the effect will be the same as a vote against adoption of the merger agreement.

The common stock is the only class of stock that has the right to vote at the special meeting. The holders of preferred stock are not entitled to vote at the special meeting on any matter.

The Board recommends that you vote “FOR” approval of the proposal to adopt the merger agreement and “FOR” approval of the proposal to approve the adjournment of the special meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement (including the majority of the minority stockholder approval), or in the absence of a quorum.

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 accompanying postage-paid reply envelope, or submit your proxy by telephone or the internet. If your shares of common stock are held through a bank, brokerage firm or other nominee in “street-name,” only your bank, brokerage firm or other nominee can vote your shares and only upon receipt of your specific instructions. Please return the enclosed voting instruction form in the envelope provided to your bank, brokerage firm or other nominee and contact the person responsible for your account to ensure that a proxy card is voted on your behalf. If your bank, brokerage firm or other nominee provides for voting instructions to be delivered to them by internet or telephone, instructions to do so will be included on the enclosed voting instruction form. If you fail to return your proxy card, submit your proxy by telephone or the internet or vote in person, or if your shares are held in “street name” by your bank, brokerage firm or other nominee and you fail to instruct your bank, brokerage firm or other nominee to vote your shares of common stock, your shares of our 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 a vote “AGAINST” adoption of the merger agreement.

Stockholders who do not vote in favor of the proposal to adopt the merger agreement and who object in writing to the merger prior to the special meeting and comply with all of the applicable requirements of Delaware law, which are summarized in the section entitled “Special Factors—Rights of Appraisal” in the accompanying proxy statement and reproduced in its entirety as Annex C to this proxy statement, will be entitled to rights of appraisal to obtain the fair value of their shares of common stock of the Company.

You may revoke your proxy before the special meeting by voting over the internet or by telephone (only your latest internet or telephone vote is counted) or by signing a new proxy and mailing it, in each case, in accordance with the instructions on the enclosed proxy card. In addition, you may revoke your proxy by attending the special meeting, requesting that your proxy be revoked and voting in person; however, attending the special meeting will not revoke your internet vote, telephone vote or proxy, as the case may be, unless you specifically request it.

The Board has fixed the close of business on [●], 2019 as the record date for determination of stockholders entitled to receive notice of, and to vote at, the special meeting and any adjournments or postponements thereof. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and to vote at (in person or by proxy), the special meeting and at any adjournment or postponement thereof. You will be entitled to one vote for each share of our common stock that you owned on the record date. A complete list of our stockholders of record entitled to vote at the special meeting will be available for inspection at our principal executive offices at least 10 days prior to the date of the special meeting and continuing through the special meeting for any purpose germane to the meeting. The list will also be available at the meeting for inspection by any stockholder present at the meeting.

Only stockholders of record (including “street name” stockholders who can show that they beneficially owned our common stock on the record date), their duly appointed proxy holders and our guests may attend the special meeting. To gain admittance, please bring the admission ticket with you to the meeting. If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, please send a written request for an admission ticket to the Company’s legal counsel at Brown Rudnick LLP, Attention: James Bedar; Brown Rudnick LLP; One Financial Center, 18th Floor; Boston, MA 02111. Please include the following information with your request: (i) a signed cover letter stating your name and complete mailing address, including daytime and evening telephone numbers; that you are requesting an admission ticket; the number of

shares that you own in “street name;” and the name, address and telephone number of your bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock; and (ii) an original signed “legal proxy” from your bank, brokerage firm or other nominee giving you the right to vote the shares at the special meeting.

By order of the Board of Directors,

Peter K. Shea

Chairman of the Board

New York, New York

[●], 2019

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers address briefly some questions you may have 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 stockholder of Voltari. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully in their entirety, as well as any amendments thereto or other related documents filed with the SEC. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find Additional Information” beginning on page 84.

Because the common stock is the only class that has the right to vote at the special meeting, and the Board is only soliciting proxies from holders of common stock, these questions and answers are directed at and for the benefit of common stockholders. Although we are also delivering this proxy statement to preferred stockholders in connection with their appraisal rights under the DGCL, holders of preferred stock are not entitled to vote at the special meeting on any matter.

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Please note that if you are a beneficial owner of common stock and you wish to vote in person at the special meeting, you must (i) provide a “legal proxy” from your bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the special meeting and (ii) obtain an admission ticket in advance of the meeting by following the instructions under “The Special Meeting—Attendance” beginning on page 55 of this proxy statement. A “legal proxy” is not the form of proxy enclosed with this proxy statement.

In the event that a quorum is not present at the special meeting, we expect to adjourn or postpone the special meeting until we solicit enough proxies to obtain a quorum.

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Beneficial Owner. If your shares of common stock are held through a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in “street name”. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of 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. In most instances, you will be able to do this over the internet, by telephone or by mail as indicated above. To attend the meeting in person (regardless of whether you intend to vote your shares in person at the meeting), you must obtain an admission ticket in advance of the meeting by following the instructions under “The Special Meeting—Attendance” beginning on page 55 of this proxy statement. 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” giving you the right to vote the shares at the meeting from the bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock.

If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you are considered the beneficial owner of those shares. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of our 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. Your bank, brokerage firm or other nominee should send you, as the beneficial owner, a package describing the procedure for voting your shares (see also the next Q&A below).

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If you hold shares in “street name” through a bank, brokerage firm or other nominee, you may submit a new, later-dated voting instruction form or contact your bank, brokerage firm or other nominee. You may also vote in person at the special meeting if you obtain a “legal proxy.” To attend the special meeting, you must obtain an admission ticket in advance of the meeting by following the instructions under “The Special Meeting—Attendance” beginning on page 55 of this proxy statement.

If you are a holder of record and you properly sign your proxy card but do not mark the boxes showing how your shares of our common stock should be voted on a matter, the shares of our common stock represented by your properly signed proxy will be voted “FOR” approval of the proposal to adopt the merger agreement and “FOR” approval of the proposal to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies or in the absence of a quorum.

For the adjournment proposal, holders of common stock may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will have no effect on the adjournment proposal.

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Additionally, each outstanding share of the unaffiliated preferred shares will be converted into the right to receive an amount in cash equal to the “redemption price,” which consists of the liquidation preference per share plus any accrued but unpaid dividends on the preferred stock, as more specifically set forth in the Company’s certificate of incorporation, without interest and less any applicable withholding taxes.

As soon as reasonably practicable after the effective time of the merger, and in any event within three business days thereafter, Parent and the surviving corporation will cause the paying agent to mail to each of our stockholders of record immediately prior to the effective time of the merger (other than holders of excluded shares) (i) a letter of transmittal specifying that delivery will be effected, and risk of loss and title will pass, only upon delivery of the certificates representing shares of our common stock (or affidavits of loss in lieu of such certificates as provided in the merger agreement) or the transfer of the shares of our common stock represented by book-entry to the paying agent, and (ii) instructions advising each such holder of record how to surrender his, her or its shares of our common stock in exchange for the merger consideration. The paying agent will pay each holder of record the aggregate merger consideration to which such holder is entitled after delivery or transfer of such shares. Interest will not be paid or accrue in respect of the merger consideration. From the effective time of the merger until the surrender or transfer of certificates or book-entry shares, as the case may be, each such certificate or book-entry share will represent only the right to receive in exchange therefor a cash amount (after giving effect to any required tax withholdings) equal to the merger consideration.

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If your shares of common stock are held through a bank, brokerage firm or other nominee in “street-name,” only your bank, brokerage firm or other nominee can vote your shares and only upon receipt of your specific instructions. Please return the enclosed voting instruction form in the envelope provided to your bank, brokerage firm or other nominee and contact the person responsible for your account to ensure that a proxy card is voted on your behalf. If your bank, brokerage firm or other nominee provides for voting instructions to be delivered to them by internet or telephone, instructions to do so will be included on the enclosed voting instruction form. Without those instructions, your shares will not be voted, which will have the same effect as voting “AGAINST” the merger proposal.

Even if you plan to attend the special meeting, to ensure that your shares of our common stock are voted, please submit a proxy to vote your shares of our common stock by marking, signing, dating and returning the enclosed proxy card or by using the telephone number printed on your proxy card or by using the internet voting instructions printed on your proxy card.

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If your bank, brokerage firm or other nominee holds your shares of the Company’s common stock in “street name,” you should also call your bank, brokerage firm or other nominee for additional information.

Our proxy solicitor may be contacted at:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Call Toll-Free: (877) 297-1746

Email: VLTC@dfking.com

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SPECIAL FACTORS

Background of the Merger

The Board regularly reviews and evaluates, with the Company’s management, the Company’s business strategies, operational and financial performance, industry conditions and potential opportunities and challenges, all as part of its consideration and evaluation of the Company’s prospects and its goal of enhancing stockholder value. As part of these efforts, the Board and Company management have considered and reviewed the Company’s strategic direction and business objectives. The Company did not enter into any confidentiality agreements with the Purchaser Group in connection with the discussions described below and is not a party to any confidentiality agreement with a standstill provision which would prevent any third party from making an offer to acquire the Company or the unaffiliated shares.

The following chronology summarizes key events and contacts that led to the signing of the merger agreement. It does not purport to catalogue every conversation among the Special Committee, members of our management or the Special Committee’s representatives and other parties with respect to the merger.

On December 7, 2018, the Board received an unsolicited letter from High River, on behalf of itself and its affiliates, which collectively are the Company’s controlling stockholders, seeking to discuss a potential acquisition of the unaffiliated shares for $0.58 per share in cash, which we refer to as the “proposed transaction.” The letter also stated that consummation of the proposed transaction would, in addition to customary conditions, be subject to the non-waivable conditions that the proposed transaction be approved by (i) a special committee of independent directors of the Company that has been empowered to freely select its own advisors and to reject the transaction definitively should that be its business judgement, and (ii) an informed vote of, or tender by, the holders of a majority of the unaffiliated shares. In addition, the letter indicated that, in connection with the proposed transaction, it would be High River’s intent for the Company to pay the unaffiliated preferred stockholders the “redemption price” set forth in our certificate of incorporation.

On December 10, 2018, the Board formed the Special Committee, consisting of Jaffrey (Jay) A. Firestone, Kevin Lewis and Peter K. Shea.

On December 17, 2018, the Special Committee met to discuss the proposed transaction. Representatives of Dorsey & Whitney LLP, legal counsel to the Special Committee, which we refer to as “Dorsey & Whitney,” were also present. Dorsey & Whitney reviewed the letter sent to the Board by High River, and then provided an overview of fiduciary duties of directors of a Delaware corporation. A discussion was then held regarding the engagement of a financial advisor to advise the Special Committee and, if requested, to deliver to the Special Committee an opinion as to the fairness, from a financial point of view, to the unaffiliated common stockholders of the consideration to be received by such stockholders in a transaction.

On December 21, 2018, Mr. Shea and representatives of Dorsey & Whitney met with representatives of each of Alvarez & Marsal and two other financial advisory firms to discuss their potential engagement as financial advisor to the Special Committee. Mr. Shea and Dorsey & Whitney explained the background and scope of the potential engagement. The representatives of each of the potential financial advisors discussed their respective firm’s qualifications and agreed to discuss such qualifications with the Special Committee in early January 2019.

On January 7, 2019, the Special Committee held a meeting. Representatives of Dorsey & Whitney were also present. Representatives of each of Alvarez & Marsal and two other financial advisory firms reviewed with the Special Committee their respective firm’s experience and qualifications. The Special Committee asked a variety of questions of the representatives of each firm. The members of each firm were subsequently excused from the meeting after their respective presentations. After discussion, the Special Committee approved the engagement of Alvarez & Marsal as its financial advisor.

On January 13, 2019, Thompson Hine LLP, legal counsel to High River and Parent, which we refer to as “Thompson Hine,” sent a draft of the merger agreement to Dorsey & Whitney.

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On February 4, 2019, representatives of each of Dorsey & Whitney and Alvarez & Marsal, on behalf of the Special Committee, met telephonically with Mr. Jordan Bleznick, Vice President of Parent, acting in his capacity as a representative of High River, to discuss certain aspects of the Company’s net operating loss carryforwards, research and development, which we refer to as “R&D,” tax credits and foreign tax credits.

On February 6, 2019, the Special Committee held a meeting. Representatives of Dorsey & Whitney and Alvarez & Marsal were also present. Alvarez & Marsal reviewed with the Special Committee its preliminary financial analysis with respect to the Company and the proposed transaction. Following discussion, the Special Committee determined that High River’s December 7, 2018 offer of $0.58 per share was inadequate. Based on a discussion with the assistance of its legal and financial advisors, the Special Committee determined that engaging in a process to seek an alternate potential buyer would not be a good use of Company resources and would not be in the best interests of the Company and its stockholders. Representatives of Alvarez & Marsal answered a number of questions from the Special Committee and were subsequently excused from the remainder of the meeting. The Special Committee discussed the preliminary financial analysis by Alvarez & Marsal.

On February 12, 2019, Alvarez & Marsal provided an updated preliminary financial analysis to the Special Committee.

On February 14, 2019, the Special Committee held a meeting. Representatives of Dorsey & Whitney were also present. The Special Committee considered the updated preliminary financial analysis, dated February 12, 2019, provided by Alvarez & Marsal. After discussion, the Special Committee determined that a counteroffer of $0.97 per share should be conveyed to High River. Later that day, Mr. Shea met telephonically with Mr. Bleznick and proposed a counteroffer of $0.97 per share to High River. Mr. Bleznick indicated that he would take the counteroffer under advisement.

Also on February 14, 2019, Dorsey & Whitney sent a revised draft of the merger agreement to Thompson Hine.

On February 19, 2019, the Board received a letter from High River, in which High River increased its offer to $0.68 per share.

On February 21, 2019, the Special Committee held a meeting. Representatives of Dorsey & Whitney were also present. The Special Committee discussed the revised proposal communicated by High River. After discussion, the Special Committee determined that a counteroffer of $0.90 per share should be conveyed to High River. Later that day, Mr. Shea met telephonically with Mr. Bleznick and proposed a counteroffer of $0.90 per share to High River. Mr. Bleznick indicated that he would take the counteroffer under advisement.

On February 25, 2019, the Board received a letter from High River in which High River increased its offer to $0.80 per share.

On February 26, 2019, the Special Committee held a meeting. Representatives of Dorsey & Whitney were also present. The Special Committee discussed High River’s counteroffer of $0.80 per share and determined that a counteroffer of $0.88 per share should be conveyed to High River.

On February 28, 2019, Mr. Shea met telephonically with Mr. Bleznick and proposed a counteroffer of $0.88 per share to High River. Mr. Bleznick indicated that he would take the counteroffer under advisement.

Between February 28, 2019 and March 1, 2019, Mr. Shea and Mr. Bleznick continued to discuss the valuation of the Company.

During the week of March 4, 2019, Thompson Hine and Dorsey & Whitney exchanged several drafts of the merger agreement, and Messrs. Shea and Bleznick continued to discuss the price per share for the Company’s common stock.

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On March 5, 2019, the Board received a letter from High River in which High River increased its offer to $0.86 per share.

On March 21, 2019, Alvarez & Marsal sent a draft of its opinion and its updated financial analysis presentation to the Special Committee.

On March 22, 2019, the Special Committee held a meeting. Representatives of Dorsey & Whitney and Alvarez & Marsal were also present. Alvarez & Marsal, at the request of the Special Committee, reviewed with the Special Committee its financial analyses with respect to the Company and the proposed merger and rendered its oral opinion dated March 22, 2019, which was subsequently confirmed by delivery of Alvarez & Marsal’s written opinion dated the same date, to the Special Committee to the effect that, as of that date and based on and subject to the assumptions made, qualifications and limitations on the review undertaken and other matters considered by Alvarez & Marsal in preparing its opinion, the $0.86 per share merger consideration to be received by the unaffiliated common stockholders in the proposed transaction was fair to such stockholders from a financial point of view. Alvarez & Marsal was then excused from the remainder of the meeting.

Dorsey & Whitney then reviewed with the Special Committee fiduciary duties owed by directors under Delaware law. Following this discussion, the Special Committee members asked a number of questions of Dorsey & Whitney. The Special Committee then unanimously determined that the merger agreement and the transactions contemplated thereby, including, without limitation, the merger, were advisable, fair to and in the best interests of the Company and the unaffiliated common stockholders. For the basis of the Special Committee’s determination, please see the section entitled “Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger—Special Committee” beginning on page 23. The Special Committee further unanimously resolved to (i) authorize and approve, in all respects, the form, terms and provisions of the merger agreement and the consummation of the transactions contemplated thereby, including, without limitation, the merger, (ii) recommend that the Board approve and adopt the merger agreement, (iii) direct that the merger agreement be submitted to the holders of the shares of our common stock for adoption, and (iv) recommend to the holders of the shares of our common stock that they adopt the merger agreement.

Later that day, the Board held a meeting. Representatives of Dorsey & Whitney, as counsel to the Special Committee, and representatives of Brown Rudnick LLP, which we refer to as “Brown Rudnick,” as counsel to the Company, were also present. Dorsey & Whitney reviewed the Special Committee’s recommendation with the Board. Following this discussion, the Board members asked several questions of Dorsey & Whitney and Brown Rudnick regarding the proposed transaction. Based primarily on the unanimous recommendation of the Special Committee, the Board unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, were fair to and in the best interests of the Company and the unaffiliated common stockholders and approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger. For the basis of the Board’s determination, please see the section entitled “Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger—Special Committee” beginning on page 23. The Board also unanimously resolved to submit the merger agreement for consideration by the stockholders of the Company at a special meeting of stockholders and recommended that the stockholders of the Company vote to adopt the merger agreement. Immediately following this meeting of the Board, the merger agreement was executed by the Company, Parent and Merger Sub.

On March 25, 2019, prior to the open of trading on the U.S. public stock markets, the Company issued a press release announcing the execution of the merger agreement and filed the press release as an exhibit to its Current Report on Form 8-K.

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Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger

Both the Special Committee and the Board believe, based on their consideration of the factors described below, that the merger agreement and the transactions contemplated by it, including the merger, are substantively and procedurally fair to the Company’s unaffiliated common stockholders.

The Special Committee

The Special Committee, with the advice and assistance of its outside legal and financial advisors, evaluated the merger, the terms and conditions of the merger agreement and the transactions contemplated thereby. Over the course of more than three months, the Special Committee held a number of meetings and led negotiations with High River. At a meeting held on March 22, 2019, the Special Committee unanimously determined that the merger agreement and the transactions contemplated thereby, including, without limitation, the merger, were advisable, fair to and in the best interests of the Company and the unaffiliated common stockholders. The Special Committee further unanimously resolved to (i) authorize and approve, in all respects, the form, terms and provisions of the merger agreement and the consummation of the transactions contemplated thereby, including, without limitation, the merger, (ii) recommend that the Board approve and adopt the merger agreement, (iii) direct that the merger agreement be submitted to the holders of the shares of our common stock for adoption, and (iv) recommend to the holders of the shares of our common stock that they adopt the merger agreement.

In evaluating the proposed merger agreement and the transactions contemplated thereby, including the merger, the Special Committee consulted with the Special Committee’s outside legal and financial advisors, consulted with the executive officers of the Company, and considered a number of factors, including, but not limited to, the following material factors (not necessarily in order of relative importance):

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The Special Committee also considered a number of factors that are discussed below relating to the procedural safeguards that it believes were and are present to ensure the fairness of the merger. The Special Committee believes the following factors support its determinations and recommendations and provide assurance of the procedural fairness of the merger to the Company’s minority stockholders:

The Special Committee also considered a variety of potentially negative factors in its deliberations concerning the merger agreement and the transactions contemplated thereby, including, but not limited to, the following (not necessarily in order of relative importance):

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The Special Committee concluded that the potential benefits that it expected the unaffiliated common stockholders would achieve as a result of the merger outweighed the risks and potentially negative factors relevant to the merger.

The foregoing discussion of the information and factors considered by the Special Committee is not intended to be exhaustive but includes the material factors considered by the Special Committee. In view of the variety of factors considered in connection with its evaluation of the merger, the Special Committee did not find it practicable to, and did not, quantify or otherwise assign relative weights to, the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Special Committee did not undertake to make any specific determination as to whether any factor or any particular aspect of any factor supported or did not support its ultimate decision. The Special Committee based its recommendation on the totality of the information presented. Accordingly, the Special Committee has decided that it is in the best interest of the Company and the unaffiliated common stockholders to undertake the merger at this time for the reasons described above.

The foregoing discussion of the information and factors considered by the Special Committee is forward-looking in nature. This information should be read in light of the factors set forth in the section entitled “Cautionary Note Regarding Forward-Looking Statements” beginning on page 52.

Recommendation of the Board

The Board consists of four directors. On March 22, 2019, based primarily on the unanimous recommendation of the Special Committee, as well as on the basis of the other factors described above, the Board unanimously:

The Board unanimously recommends that you vote “FOR” the merger proposal.

The Board believes, based on its considerations of the factors described above, that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are substantively and procedurally fair to the Company’s unaffiliated common stockholders. In accepting the Special Committee’s recommendations and concluding that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are in the best interests of the Company and the unaffiliated common stockholders, the Board consulted with outside legal advisors, considered and relied upon the same factors and considerations that the Special Committee relied upon, as described above, and adopted as its own analysis the Special Committee’s analyses and conclusions in their entirety. Other than the merger agreement and the transactions contemplated

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thereby, the Board is not aware of any firm offer made by any person during the two years prior to the date of the merger agreement for (i) a merger or consolidation of the Company with another company, or vice versa, (ii) the sale or transfer of all or any substantial part of the assets of the Company, or (iii) a purchase of the Company’s securities that would enable such person to exercise control of the Company.

Opinion of Financial Advisor to the Special Committee

On March 22, 2019, Alvarez & Marsal orally rendered its opinion to the Special Committee (which was confirmed by delivery of Alvarez & Marsal’s written opinion, dated March 22, 2019, to the Special Committee) as to, as of such date, the fairness, from a financial point of view, to the unaffiliated common stockholders of the merger consideration to be received by such stockholders in the merger pursuant to the merger agreement.

Alvarez & Marsal’s opinion was provided for the benefit of the Special Committee (in its capacity as such), in connection with and for the purposes of the Special Committee’s consideration of the merger. The opinion only addressed the fairness, from a financial point of view, to the unaffiliated common stockholders of the merger consideration to be received by such stockholders in the merger pursuant to the merger agreement and did not address any other term or aspect of the merger agreement or the merger. The summary of Alvarez & Marsal’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this proxy statement and describes the assumptions made, qualifications and limitations on the review undertaken and other matters considered by Alvarez & Marsal in connection with the preparation of its opinion. However, neither Alvarez & Marsal’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Special Committee, the Board, any security holder or any other party as to how to act or vote with respect to any matter relating to the merger or otherwise or any form of assurance by Alvarez & Marsal as to the condition of the Company. The decision as to whether to proceed with the proposed merger or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which Alvarez & Marsal’s opinion was based.

In connection with its opinion, Alvarez & Marsal, among other things:

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Alvarez & Marsal’s opinion was subject to the following additional qualifications and limitations, with the Special Committee’s consent:

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To the extent that any of the foregoing assumptions or any of the facts on which Alvarez & Marsal’s opinion was based prove to be untrue in any material respect, the opinion cannot and should not be relied upon. Furthermore, in its analysis and in connection with the preparation of its opinion, Alvarez & Marsal made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the merger.

Alvarez & Marsal’s opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of the Company’s credit worthiness, as tax advice, or as accounting advice. Alvarez & Marsal’s opinion did not constitute a view regarding the solvency of the Company or Parent prior to or subsequent to the merger. Alvarez & Marsal performed no procedures to determine the solvency of the Company or Parent. As such, its opinion did not constitute a solvency opinion, and should not be relied upon for such purposes. In addition, Alvarez & Marsal did not express any opinion as to the market price or value of any of the Company’s or Parent’s securities after announcement of the merger. Alvarez & Marsal did not make, and assumed no responsibility to make, any representation, or render any opinion, as to any legal matter.

Alvarez & Marsal’s opinion may not be quoted or referred to, in whole or in part, filed with, or furnished or disclosed to any other party, without its prior written consent, except as described in the remainder of this paragraph. Alvarez & Marsal’s opinion may be included in its entirety in any proxy statement distributed to stockholders of the Company in connection with the merger or other document required by law or regulation to be filed with the SEC, and the Company may summarize or otherwise reference the existence of Alvarez & Marsal’s opinion in such documents, provided that any such summary or reference language will also be subject to the prior written approval by Alvarez & Marsal. In that regard, Alvarez & Marsal has consented to the inclusion, summarization and quotation of its opinion, and references to its opinion, in this proxy statement.

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Alvarez & Marsal’s opinion was provided for the benefit of the members of the Special Committee, in their capacity as such, in connection with and for the purposes of their consideration of the merger. Alvarez & Marsal’s opinion did not constitute a recommendation by Alvarez & Marsal to the Special Committee, the Company, any holder of securities of the Company or any other person as to how such person should vote or act in relation to the merger or any form of assurance by Alvarez & Marsal as to the condition of the Company; instead, it merely stated whether the merger consideration to be received by the unaffiliated common stockholders in the merger was within a range suggested by certain financial analyses. The decision as to whether to proceed with the merger or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which Alvarez & Marsal’s opinion was based. Alvarez & Marsal’s opinion should not be construed as creating any fiduciary duty on the part of Alvarez & Marsal to any party.

Material Financial Analyses

In preparing its opinion to the Special Committee, Alvarez & Marsal performed a variety of analyses, including those described below. The summary of Alvarez & Marsal’s analyses is not a complete description of the analyses underlying Alvarez & Marsal’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Alvarez & Marsal’s opinion nor its underlying analyses is readily susceptible to summary description. Alvarez & Marsal arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Alvarez & Marsal’s overall conclusion with respect to fairness, Alvarez & Marsal did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Alvarez & Marsal believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Alvarez & Marsal’s analyses and opinion.

In performing its analyses, Alvarez & Marsal considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company or business or transaction used in Alvarez & Marsal’s analyses or otherwise reviewed for comparative purposes is identical to the Company or the merger, and an evaluation of the results of those analyses is not entirely mathematical. The implied reference range values indicated by Alvarez & Marsal’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, except with respect to Alvarez & Marsal’s review of the Company’s real property, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of the Company. Much of the information used in, and accordingly the results of, Alvarez & Marsal’s analyses are inherently subject to substantial uncertainty. Per Company management, multi-year financial projections reflecting the best currently available estimates and judgments of the management of the Company with respect to the Company’s future financial performance were unavailable and, as a result, Alvarez & Marsal did not perform a discounted cash flow analysis of the Company.

Alvarez & Marsal’s opinion was only one of many factors considered by the Special Committee in evaluating the proposed merger. Neither Alvarez & Marsal’s opinion nor its analyses were determinative of the merger consideration or of the views of the Special Committee, the Board, management or any other party with respect to the merger or the merger consideration. Alvarez & Marsal was not requested to, and it did not, recommend the specific consideration payable in the merger or that any given consideration constituted the only appropriate consideration for the merger. The type and amount of consideration payable in the merger were determined through negotiation between the Special Committee and the Parent, and the decision for the Company to enter into the merger agreement was solely that of the Special Committee and the Board.

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The following is a summary of the material financial analyses performed by Alvarez & Marsal in connection with the preparation of its opinion and reviewed with the Special Committee on March 22, 2019. The order of the analyses does not represent relative importance or weight given to those analyses by Alvarez & Marsal. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Alvarez & Marsal’s analyses.

Net Asset Analysis

Real Property. As part of its net asset analysis of the Company, Alvarez & Marsal considered the three properties owned by the Company. Alvarez & Marsal evaluated these properties by reviewing recent sales of other properties that Alvarez & Marsal deemed similar to the Company’s properties in one or more respects and the properties’ estimated annual cash flow. This analysis indicated an aggregate implied value reference range for the Company’s properties of approximately $23.0 million to $24.0 million.

Other Operating Assets and Liabilities of the Company. Alvarez & Marsal considered the other operating assets and liabilities of the Company, using the book value of those assets as of December 31, 2018, as provided by Company management:

Taking into account its analyses with respect to the Company’s real property and other operating assets and liabilities, Alvarez & Marsal applied an adjustment to the implied net asset value of the Company based on its review of the selected companies described below. This analysis indicated an implied total equity value reference range (aggregate preferred and common equity) for the Company of approximately $0 to $500,000, prior to taking into account non-operating assets, non-operating liabilities or incremental value associated with the Company NOLs and tax credits.

Selected Public Company Analysis

Alvarez & Marsal performed a selected public company analysis of the Company by reviewing selected financial data of the Company and companies with publicly traded equity securities that Alvarez & Marsal deemed relevant, because they were deemed to be similar to the Company in one or more respects. The financial data reviewed included:

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The selected companies with publicly traded equity securities and corresponding multiples were as follows:

Taking into account the results of the selected public company analysis, Alvarez & Marsal applied multiple ranges of 13.0x to 15.0x to the Company’s funds from operations for the last twelve months and 12.0x to 14.0x to the Company’s adjusted funds from operations for the last twelve months. This analysis indicated an implied total equity value reference range (aggregate preferred and common equity) for the Company of approximately $500,000 to $600,000, prior to taking into account non-operating assets, non-operating liabilities or incremental value associated with the Company NOLs and tax credits.

Precedent M&A Transaction Analysis

Alvarez & Marsal performed a precedent M&A transaction analysis of the Company by reviewing selected financial data of the Company and precedent M&A transactions that Alvarez & Marsal deemed relevant, because the target companies in those transactions were deemed to be similar to the Company in one or more respects. The financial data reviewed included total equity to funds from operations for the last twelve months and total equity to adjusted funds from operations for the last twelve months. The precedent M&A transactions and corresponding multiples were as follows:

Taking into account the results of the precedent M&A transaction analysis, Alvarez & Marsal applied multiple ranges of 16.0x to 18.0x to the Company’s funds from operations for the last twelve months and 15.0x to 17.0x to the Company’s adjusted funds from operations for the last twelve months. This analysis indicated an implied total equity value reference range (aggregate preferred and common equity) for the Company of approximately $600,000 to $700,000, prior to taking into account non-operating assets, non-operating liabilities or incremental value associated with the Company NOLs and tax credits.

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Company NOLs and Tax Credits

Alvarez & Marsal considered the value of the tax benefits associated with the Company NOLs and tax credits on a standalone basis in the absence of the merger. Taking into account the maximum annual taxable income provided by management of the Company and a discount rate of 15.5%, this analysis indicated a maximum implied value to the Company (aggregate preferred and common equity) of the federal tax benefits associated with the Company NOLs and tax credits of approximately $2.8 million and a maximum implied value to the Company (aggregate preferred and common equity) of the combined federal and state tax benefits associated with the Company NOLs and tax credits of approximately $4.4 million.

Implied Common Equity Value Per Share

Alvarez & Marsal deducted the aggregate liquidation preference of the Company’s preferred stock (including the original liquidation preference and accrued preferred dividends) from the implied total equity value reference ranges (aggregate preferred and common equity) indicated by the Net Asset Analysis, the Selected Public Company Analysis and the Precedent M&A Transaction Analysis and taking into account the maximum implied value to the Company of the Company NOL and Tax Credits and the non-operating assets and liabilities of the Company. This analysis indicated implied value reference ranges per share of the Company’s common stock of -$7.03 to -$6.79 based on the Net Asset Analysis, -$7.00 to -$6.81 based on the Selected Public Company Analysis and -$6.99 to -$6.80 based on the Precedent M&A Transaction Analysis, in each case after taking into account the maximum implied value to the Company of the Company NOLs and tax credits and the non-operating assets and liabilities of the Company, and in each case, compared to the merger consideration of $0.86 per share of our common stock.

Additional Information

Alvarez & Marsal also reviewed with the Special Committee certain additional information that was not considered part of Alvarez & Marsal’s financial analyses with respect to its opinion but was referenced for informational purposes.

Alvarez & Marsal reviewed, solely for illustrative purposes, the theoretical range of values to a potential acquiror associated with the Company NOLs and tax credits, taking into account the Parent estimated NOL tax savings and the third party estimated NOL tax savings. This review indicated a theoretical range of values to Parent of $64,040,000 (federal tax benefits) to $78,703,000 (federal and state tax benefits combined) and a theoretical range of values to a hypothetical third party acquiror of $256,000 (federal tax benefits) to $317,000 (federal and state tax benefits combined).

Alvarez & Marsal also reviewed, solely for illustrative purposes, the illustrative implied common equity value per share reference ranges that resulted by applying, in lieu of the aggregate liquidation preference of the preferred stock, an illustrative value per share of the Company’s preferred stock, using the price paid by Icahn Associates Holding LLC to acquire 1,257 shares of our preferred stock on December 18, 2017. This review indicated illustrative implied value reference ranges per share of our common stock of -$3.32 to -$3.08 based on the Net Asset Analysis, -$3.30 to -$3.10 based on the Selected Public Company Analysis and -$3.29 to -$3.09 based on the Precedent M&A Transaction Analysis, in each case after taking into account the maximum implied value to the Company of the Company NOLs and tax credits and the non-operating assets and liabilities of the Company.

Other Matters

Alvarez & Marsal was engaged by the Company to provide an opinion to the Special Committee as to, as of such date, the fairness, from a financial point of view, to the unaffiliated common stockholders of the merger consideration to be received by such stockholders in the merger pursuant to the merger agreement. The Special

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Committee engaged Alvarez & Marsal based on Alvarez & Marsal’s experience and reputation. Alvarez & Marsal is regularly engaged to provide financial advisory services in connection with mergers and acquisitions, financings, and financial restructurings. Pursuant to its engagement by the Special Committee, Alvarez & Marsal is entitled to an aggregate fee of $160,000 as compensation for its services, $80,000 of which was paid as a non-refundable retainer and the remainder of which became payable upon Alvarez & Marsal stating to the Special Committee that it was prepared to deliver its opinion. No portion of Alvarez & Marsal’s fee was contingent upon either the conclusion expressed in Alvarez & Marsal’s opinion or whether or not the merger is successfully consummated. The Company also agreed to reimburse Alvarez & Marsal for certain expenses and to indemnify Alvarez & Marsal in respect of certain liabilities that might arise out of its engagement. During the two years preceding the date of its opinion, Alvarez & Marsal and its affiliates previously provided financial advisory services to certain affiliates of Parent for which Alvarez & Marsal and such affiliates received compensation and customary indemnification provisions, including (a) having acted as financial advisor to a special committee of the board of directors of a company affiliated with Parent in connection with the acquisition by Parent of a subsidiary of such affiliate, which was consummated in October 2018, and (b) having provided financial advisory services to a special committee of the board of directors of a company affiliated with Parent in connection with the merger of such company with an affiliate of Parent, which was consummated in June 2018.

Position of the Purchaser Group as to Fairness of the Merger

Under a possible interpretation of the SEC rules governing “going-private” transactions, each Purchaser Group Member may be deemed to be an affiliate of the Company and is therefore required to express its beliefs as to the substantive and procedural fairness of the merger to the unaffiliated common stockholders of the Company. The Purchaser Group Members are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act.

None of the Purchaser Group Members participated in the deliberations of the Special Committee or the Board regarding the substantive or procedural fairness of the merger to the Company’s unaffiliated common stockholders. None of the Purchaser Group Members received advice from the Company’s legal advisor or the Special Committee’s legal or financial advisors as to the substantive or procedural fairness of the merger to the Company’s unaffiliated common stockholders.

The unaffiliated common stockholders were represented by the Special Committee, which negotiated the terms and conditions of the merger agreement, with the assistance of the Special Committee’s legal and financial advisors. The Purchaser Group has not performed, nor engaged a financial advisor to perform, any valuation or other analysis for the purpose of assessing the fairness of the merger to the unaffiliated common stockholders of the Company.

The Purchaser Group did not receive a report, opinion or appraisal from an outside party with respect to the transactions contemplated by the merger agreement, the merger, the valuation of the Company or the tax benefits that would be available to the Purchaser Group as a result of the merger. Based on the Purchaser Group’s knowledge and analysis of available information regarding the Company, as well as discussions with members of the Company’s management regarding the Company and its business and the factors considered by, and the analysis and resulting conclusions of, the Board and the Special Committee described in the section entitled “Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger” beginning on page 23, with which the Purchaser Group agrees and which the Purchaser Group has adopted, the Purchaser Group believes that the merger is substantively and procedurally fair to the unaffiliated common stockholders of the Company. Notwithstanding that the Purchaser Group may not rely upon the opinion provided by Alvarez & Marsal to the Special Committee, the Purchaser Group considered the fact that Alvarez & Marsal rendered an oral opinion to the Special Committee on March 22, 2019 (which was subsequently confirmed in writing by delivery of Alvarez & Marsal’s written opinion addressed to the Special Committee dated March 22, 2019) as to, as of such date, the fairness, from a financial point of view, to the unaffiliated common stockholders of the Company, of the merger consideration to be received by such common stockholders in the merger pursuant to the merger agreement.

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In connection with its determination, the Purchaser Group considered the following specific factors: (i) the negotiations between the Purchaser Group and the Special Committee which resulted in an increased merger consideration; (ii) the Company’s historical stock price; (iii) the liquidation value of the Company; (iv) the value of the Company NOLs and tax credits to the Purchaser Group; and (v) the likelihood of another liquidity event for the Company’s common stockholders.

Increases in Merger Consideration; Extended Negotiations. The Purchaser Group initially indicated that it wished to acquire all of the shares of the Company’s common stock for a per share price of $0.58 in December 2018. From December 2018 through March 2019, the Purchaser Group and the Special Committee negotiated the terms of the merger agreement, including the merger, and during those negotiations, the Purchaser Group increased its offer three times from its initial offer price of $0.58 per share in December to an offer price of $0.86 in March 2019. The Purchaser Group believes that the merger consideration is fair to the Company’s unaffiliated common stockholders as it reflects extended negotiations that took place between the parties over a period of four months and represents more than a 48% increase to the initial per share offer price received by the Company from the Purchaser Group. The Purchaser Group also considered the fact that the Special Committee negotiating the merger consideration consisted solely of directors who are independent and not affiliated with the Purchaser Group, and that the Special Committee retained and was advised by experienced and qualified advisors.

Historical Stock Price. The Purchaser Group considered that the merger consideration of $0.86 represented a premium of approximately 139% to the Company’s closing stock price on December 6, 2018, the last trading day before the announcement of the initial offer. The Purchaser Group believed that the merger consideration was fair based on the significant premium it represented to the prices at which the Company’s common stock had traded during 2018 prior to the announcement of the initial offer in December 2018.

Liquidation Value of the Company. The Purchaser Group considered that the Company, based on its historic operations, would need additional funding in order to continue its operations and that the amount of the additional funding required to continue the Company’s operations may be substantial. The Purchaser Group also considered the liquidation value of the Company’s existing assets and liabilities if additional funding were not available or the amount of additional funding that was available was not sufficient to continue to fund the Company’s operations. The Purchaser Group considered that the Company has historically failed to generate a profit and has operated at a significant loss. In addition, the Purchaser Group considered the estimated value of the Company’s assets, which primarily consist of the three commercial properties located in Long Branch, New Jersey, Flanders, New York, and Columbia, South Carolina, in the event of a liquidation and winding up of the Company. As a result of this analysis, the Purchaser Group viewed the merger consideration of $0.86 per share as fair to the unaffiliated common stockholders as it exceeded the Purchaser Group’s view of the per share value attributed to the Company based on the Company’s existing assets and liabilities.

Value of Company NOLs and Tax Credits. The value of the Company NOLs and tax credits to the Purchaser Group was considered by the Purchaser Group as part of its analysis of the Company’s overall value to the Purchaser Group. The Purchaser Group’s decision to increase its offer to acquire all of the shares of the Company’s common stock, initially from $0.58 per share to $0.86 per share, reflected, in part, the value that the Purchaser Group attributed to the Company NOLs and tax credits. The Purchaser Group did not receive a report, opinion or appraisal from an outside party relating to the transactions contemplated by the merger agreement but instead relied upon its own internal analysis.

The Purchaser Group also considered the fact that, under applicable tax law, an unaffiliated third-party acquirer of the Company would be subject to certain limitations on its ability to utilize the Company NOLs and tax credits, whereas the Purchaser Group, as an existing affiliate of the Company, would not be subject to such limitations. Accordingly, as the value of the Company NOLs and tax credits would be substantially lower to an unaffiliated third-party acquirer, the Purchaser Group believed that the price it was willing to pay for the unaffiliated common stockholders’ shares exceeded the price that a hypothetical unaffiliated third-party acquirer of the Company would have been willing to pay. Based on its own internal analysis, the Purchaser Group

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attributed an aggregate net present value to the Purchaser Group of approximately $80 million for the Company NOLs and tax credits. The Purchaser Group anticipates paying approximately $3.7 million for shares of our common stock held by unaffiliated common stockholders and the aggregate “redemption price” to be paid to the unaffiliated preferred stockholders would be approximately $1.4 million, assuming that the merger is consummated on June 30, 2019.

Liquidity. The Purchaser Group considered the likelihood of a liquidity event for holders of the Company’s common stock given the Company’s operating losses, concerns regarding the Company’s ability to fund its future operations without additional third party capital, and the low level of trading volume of the Company’s common stock on the OTCQB. The Purchaser Group believed that another liquidity event was unlikely and that without a liquidity event the unaffiliated common stockholders would continue to hold a relatively illiquid investment based on the low trading volume of the Company’s common stock. The Purchaser Group also considered the fact that the merger will provide consideration to the unaffiliated common stockholders entirely in cash, thus providing immediate liquidity and eliminating any uncertainty in valuing the merger consideration.

The Purchaser Group believes that the foregoing factors support its determination with respect to the fairness of the merger to the unaffiliated common stockholders of the Company. The Purchaser Group’s view as to the fairness of the merger to unaffiliated common stockholders is not a recommendation as to how any such stockholder should vote on the merger agreement. The foregoing discussion of the information and factors considered by the Purchaser Group, while not exhaustive, is believed to include all material factors considered by the Purchaser Group. The Purchaser Group did not find it practicable, nor did it assign, relative weights to the individual factors considered in reaching its conclusion as to the fairness of the merger to such unaffiliated common stockholders.

Purposes and Reasons of Purchaser Group for the Merger

If the merger is completed, the Company will become a wholly-owned subsidiary of Parent, and the shares of the Company’s common stock will cease to be publicly traded. For the Purchaser Group, the purpose of the merger is to enable Parent to acquire control of the Company, in a transaction in which the unaffiliated common stockholders of the Company will be cashed out for $0.86 per share in cash, without interest, less any applicable withholding taxes, and the unaffiliated preferred stockholders will be cashed out for an amount equal to the “redemption price,” without interest, less any applicable withholding taxes. After the merger, the Company’s common stock will no longer be publicly traded and Parent will solely bear the risks, and be entitled to the benefits, of ownership of the Company. Upon consummation of the merger, the unaffiliated common stockholders will immediately realize the value of their investment in the Company through their receipt of the merger consideration of $0.86 per share in cash, representing a premium of approximately 48% over the purchase price proposed in the initial offer of $0.58 per share, and a premium of approximately 139% over the closing stock price for the Company’s common stock on December 6, 2018, the last trading day before the initial offer.

In August 2015, the Company began implementing a transformation plan pursuant to which, among other things, it exited its mobile marketing and advertising business and entered into the business of acquiring, financing and leasing commercial real estate properties. As of December 31, 2018, the Company’s real estate portfolio consisted of three commercial properties located in Long Branch, New Jersey, Flanders, New York, and Columbia, South Carolina. All of the Company’s revenue is derived from the rental income it receives under the leases associated with these three properties.

The Purchaser Group Members decided to pursue the merger at this time because, among other reasons, they believed that the Company would operate more effectively as a privately-owned company. In the view of the Purchaser Group Members, the Company began implementing its strategy to acquire commercial real estate properties in August of 2015 and, to date, the Company has completed only three acquisitions. During this time, the Company has continued to incur operating losses each year. As a result, as of December 31, 2018, the Company had U.S. federal net operating loss carryforwards of approximately $496 million (net of $3 million of limitations) and state net operating loss carryforwards of $0.1 million to $202 million.

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In addition, in order for the Company’s revenue to increase, the Company would need to acquire additional commercial real estate properties. However, in order to acquire additional real estate, the Company would need additional capital to fund any such acquisitions. The Company has previously relied upon funding provided by Koala Holding LP, an affiliate of Mr. Icahn. Without improving its liquidity and obtaining additional funding, the Company does not currently have access to sufficient capital to acquire more commercial properties. Accordingly, the Purchaser Group Members do not believe that it is efficient or cost effective to continue to operate the Company as a publicly-traded company given the Company’s historical losses and its needs for additional funding to finance its operations.

The Purchaser Group Members believe that as a privately-owned company, the Company would have increased flexibility to make decisions that may negatively affect quarterly results but that may, over the long-term, increase the Company’s value, including, among other things, increasing the leverage at the Company. In contrast, as a publicly-traded company, the Company currently faces public stockholder pressure to make decisions that may produce better short-term results, but which may over the long-term lead to a reduction in the per share price of its publicly-traded equity securities. As a privately-owned company, the Company would also be relieved of many of the other burdens and constraints imposed on public companies, including the obligations to file, and expenses associated with filing, annual and periodic reports with the SEC under the Exchange Act, and the Company’s management would not be required to devote time and attention to such obligations.

Each of the Purchaser Group Members also believes that the merger will provide the Company with flexibility to pursue transactions with a risk profile that may be unacceptable to many public stockholders, and that these transactions can be more effectively executed as a private company. The Purchaser Group also believes that the merger will allow the Company’s common stockholders to realize liquidity given the historically limited trading volume of the Company’s common stock. Although each of the Purchaser Group Members believes that there will be significant opportunities associated with their investment in the Company, including, among other things, the potential ability of the Purchaser Group Members to utilize the Company NOLs and tax credits, each of the Purchaser Group Members also realizes that there are also substantial risks (including the risks and uncertainties relating to the prospects of the Company and its ability to acquire additional commercial real estate properties) and that such opportunities may not ever be fully realized.

If the merger is completed, the Company will become a wholly-owned subsidiary of Parent, and the shares of the Company’s common stock will cease to be publicly traded. The Purchaser Group believes that structuring the transaction in such manner is preferable to other alternative transaction structures because (i) it will enable Parent to directly acquire all of the outstanding shares of the Company’s common stock at the same time, (ii) it will allow the Company to cease to be a publicly registered and reporting company, and (iii) it represents an opportunity for the Company’s unaffiliated common stockholders to immediately realize the value of their investment in the Company. The Purchaser Group believes that the transaction structure will also provide a prompt and orderly transfer of ownership of the Company in a single step, without the necessity of financing separate purchases of the Company’s common stock in a tender offer and implementing a second-step merger to acquire any shares of common stock not tendered in any such tender offer, and without incurring any additional transaction costs associated with such activities.

For these reasons, the Purchaser Group believes that private ownership is in the best interests of the Company and that the merger is in the best interests of the Company’s common stockholders.

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Voting by Purchaser Group Members

At the close of business on the record date for the special meeting, Parent beneficially owned and had the right to vote 4,739,620 shares of our common stock in the aggregate, which represents approximately 52.69% of the shares of our common stock entitled to vote at the special meeting.

Parent has informed the Company that it currently intends to vote all such shares of our common stock:

In addition, affiliates of Parent own an aggregate of 1,147,388 shares of preferred stock, which represents approximately 98.04% of the issued and outstanding preferred stock. The common stock is the only class of stock that has the right to vote at the special meeting. The holders of preferred stock are not entitled to vote at the special meeting on any matter. At the effective time, by virtue of the merger, each share of preferred stock (other than the shares of preferred stock held by Parent or its affiliates) will be converted automatically into the right to receive an amount in cash equal to the “redemption price,” which consists of the liquidation preference per share of preferred stock, plus any accrued but unpaid dividends on the preferred stock, as more particularly described in our certificate of incorporation, without interest and less any applicable withholding taxes.

Plans for Voltari After the Merger

After the effective time of the merger, Parent anticipates that the Company will continue to conduct its operations and business substantially as they are currently being conducted, except that the Company will cease to be a public company and will instead be controlled by Parent. If the merger is consummated, the Company’s common stock will no longer be quoted on the OTCQB, the registration of the Company’s common stock under Section 12 of the Exchange Act will be terminated and the Company will no longer file reports with the SEC. If the merger is not consummated for any reason, the unaffiliated common stockholders will not receive any payment for their shares of common stock, and the Company will remain a public company, with its common stock continuing to be quoted on the OTCQB.

After the effective time of the merger, the members of the board of managers of Merger Sub immediately prior to the effective time of the merger will become the directors of the Company, and the officers of Merger Sub immediately prior to the effective time of the merger will be the officers of the Company, in each case until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.

Except as described above or elsewhere in this proxy statement, Parent has advised the Company that they do not have any current intentions, plans or proposals to cause the Company to engage in any of the following:

Notwithstanding the foregoing, following the merger, as part of the Purchaser Group’s long-term corporate goal of increasing value, the Purchaser Group intends to conduct a detailed review of the Company and its assets, corporate structure, capitalization, operations, properties, policies, and management and consider and determine what, if any, changes may be desirable in light of the circumstances which then exist. In connection with this review, the Purchaser Group may consider a range of alternatives including acquisitions, mergers, business combinations, divestitures, liquidation, the incurrence of debt, and changes in, or new, business lines. Except as otherwise disclosed in this proxy statement (including in the Company’s filings with the SEC incorporated by

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reference into this proxy statement), as of the date hereof, no agreements, understandings or decisions have been reached and there is no assurance that the Purchaser Group will decide to undertake any such alternatives. Additionally, from time to time the Purchaser Group may decide to liquidate, merge or reorganize its subsidiaries (including the Company) and other affiliated entities, for tax and/or corporate-related purposes.

Certain Effects of the Merger

If the merger agreement is adopted by the requisite stockholder approval (including the majority of the minority stockholder approval) and the other conditions to the closing of the merger are either satisfied or waived, then Merger Sub will be merged with and into Voltari, the separate company existence of Merger Sub will cease, and Voltari will continue its corporate existence under Delaware law as the surviving corporation in the merger, with all of its rights, privileges, immunities, powers and franchises continuing unaffected by the merger.

Upon consummation of the merger, each share of our common stock issued and outstanding immediately prior to the effective time of the merger (other than the excluded common shares) will immediately be converted into the right to receive the merger consideration, without interest and less applicable withholding taxes. Likewise, each share of our preferred stock issued and outstanding immediately prior to the effective time of the merger (other than the excluded preferred shares) will immediately be converted into the right to receive an amount in cash equal to the “redemption price,” which consists of the liquidation preference per share of preferred stock, plus any accrued but unpaid dividends on the preferred stock, as more particularly described in our certificate of incorporation, without interest and less any applicable withholding taxes.

Following the merger, the entire equity in the surviving corporation will be owned by Parent. As a result, if the merger is completed, Parent and the Purchaser Group will be the sole beneficiaries of the Company’s future earnings and growth, if any, and will own all of the shares entitled to vote on any matter submitted to the Company’s stockholders. Likewise, the Purchaser Group will also bear the risks of ongoing operations, including the risks of any decrease in the Company’s value after the merger.

If the merger is completed, then the Company’s unaffiliated common stockholders will have no further interest in the Company’s net earnings or losses. Based on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, the table below sets forth the direct and indirect interests in the Company’s net losses of the Purchaser Group as of and for the year ended December 31, 2018, and what those interests would have been had the merger been completed as of each such date.

A primary benefit of the merger to the unaffiliated common stockholders is the merger consideration as described above, which represents a premium of approximately 139% to the closing stock price on December 6, 2018, the last trading day prior to the announcement of the initial offer, and a premium of approximately 48% over the purchase price proposed in the initial offer of $0.58 per share. Additionally, such unaffiliated common stockholders will avoid the risk of any potential increase in the Company’s future net losses or any potential decrease in the Company’s future value.

The primary detriments of the merger to such stockholders include the lack of interest of such stockholders in the Company’s potential future earnings, growth or value. Additionally, the receipt of cash in exchange for shares of our common stock pursuant to the merger will generally be a taxable sale transaction for U.S. federal income tax

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purposes to U.S. Holders (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 43) who surrender shares of our common stock in the merger, as described further under the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 43.

In connection with the merger, the Purchaser Group Members will receive benefits and be subject to obligations that are different from, or in addition to, the benefits received by the Company’s stockholders generally. The primary benefits of the merger to the Purchaser Group Members, based on their direct or indirect ownership of all the equity interests in Parent, include their indirect interest in the Company’s potential future earnings and growth which, if they successfully execute their business strategies, could be substantial. Subject to certain use limitations imposed by applicable law, following the merger, the Company NOLs and tax credits will also inure to the benefit of the Purchaser Group. In addition, following the merger, the Company will be a private company, and, therefore, the Company and its beneficial owners will be relieved of the applicable restrictions imposed on companies with publicly traded equity.

The primary detriments of the merger to the Purchaser Group Members include the fact that all of the risk of any possible increase in the Company’s net losses or any potential decrease in the Company’s future value following the merger will be borne by Parent. Additionally, the investment by the Purchaser Group Members in Parent and Voltari will not be liquid, with no public trading market for such securities.

There are no change-in-control payments, transaction bonuses or other extraordinary bonuses payable to the Company’s management or employees as a result of the transactions contemplated by the merger agreement. It is currently intended that Mr. Kenneth Goldmann and Mr. Peter Kaouris will each resign as executive officers of the Company following the merger, with Mr. Goldmann continuing to provide services to the surviving corporation on a transitionary basis after the closing of the merger on an as-needed basis, and Mr. Kaouris continuing to serve as an employee of the surviving corporation following the merger with substantially the same compensation as he currently receives from the Company.

Shares of our common stock are currently registered under the Exchange Act and are quoted on the OTCQB under the symbol “VLTC.” As a result of the merger, Voltari will be a privately held corporation and there will be no public market for its shares. After the merger, shares of our common stock will no longer be quoted on the OTCQB and price quotations with respect to sales of shares of our common stock in the public market will no longer be available. In addition, registration of our common stock under the Exchange Act will be terminated.

At the effective time of the merger, the Company’s certificate of incorporation and by-laws will be amended and restated to read as set forth in Exhibits A and B, respectively, to the merger agreement, and, as so amended and restated, will be the certificate of incorporation and by-laws of Voltari following the merger until thereafter amended in accordance with their respective terms and the DGCL.

Financing the Merger

The Purchaser Group intends to fund the payment of the aggregate merger consideration with cash on hand. The merger is not subject to a financing condition.

Interests of the Company’s Directors and Executive Officers in the Merger

As reflected in the table set forth in “Security Ownership of Certain Beneficial Owners and Management,” two of our directors own shares representing an aggregate 0.25% interest in the Company. If the merger is consummated, these directors will receive merger consideration in proportion to their ownership.

In considering the recommendations of the Special Committee and of the Board with respect to the merger agreement, you should be aware that, aside from their interests as stockholders of Voltari, the Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, those of other stockholders of Voltari generally. The members of the Special Committee were aware of and considered

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these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in making its recommendations to the Board, which was also aware of and took into account these interests, among other matters, when making its recommendation to the stockholders of Voltari that the merger agreement be adopted. See “Background of the Merger” beginning on page 20 and “Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Merger” beginning on page 23.

The Company’s stockholders should take these interests into account in deciding whether to vote “FOR” the adoption of the merger agreement. These interests are described in more detail below.

Indemnification and Insurance

The Company’s certificate of incorporation provides for the potential indemnification of directors and executive officers against certain liabilities that may arise by reason of their status or service as directors or executive officers. In addition, pursuant to the merger agreement, the Company’s directors and executive officers will be entitled to certain ongoing indemnification from Parent and the surviving corporation and coverage under directors’ and officers’ liability insurance policies. The indemnification and insurance provisions in the merger agreement are further described in the section entitled “The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance” on page 70.

Continued Employment

After the effective time of the merger, it is currently intended that Mr. Kenneth Goldmann and Mr. Peter Kaouris will each resign as executive officers of the Company following the merger, with Mr. Goldmann continuing to provide services to the surviving corporation on a transitionary basis after the closing of the merger on an as-needed basis, and Mr. Kaouris continuing to serve as an employee of the surviving corporation following the merger with substantially the same compensation as he currently receives from the Company.

Interests of the Special Committee

The Special Committee consists of three members of the Board: Peter K. Shea, Jaffrey Firestone and Kevin Lewis. In consideration of the time and effort required of the members of the Special Committee in connection with evaluating the proposed transaction or any related transaction, the Board adopted resolutions providing that the Company would pay (i) Mr. Shea, as Chairman of the Special Committee, $25,000, plus $1,000 for each meeting of the Special Committee attended telephonically or in person, (ii) each of Mr. Firestone and Mr. Lewis, as members of the Special Committee, $18,000, plus $1,000 for each meeting of the Special Committee attended telephonically or in person, and (iii) all expenses incurred by the Special Committee, including the fees and expenses of its financial, legal and other advisers.

Voting by the Company’s Directors and Executive Officers

At the close of business on the record date for the special meeting, the Company’s directors and executive officers beneficially owned and had the right to vote 22,854 shares of our common stock, which represents approximately 0.25% of the shares of our common stock entitled to vote at the special meeting.

The directors and officers have informed the Company that they currently intend to vote all such shares of our common stock:

Golden Parachute Compensation

SEC rules would require us to disclose and conduct an advisory vote on the compensation that would be payable to our named executive officers based on or that otherwise relates to the merger agreement. Consummation of the merger, however, will not trigger any such payments. Accordingly, there are no payments to approve in

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connection with the merger agreement and we are not asking our stockholders to conduct such vote. At our last annual meeting held on June 14, 2018, our stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

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

The following discussion is a summary of the material U.S. federal income tax consequences of the merger to U.S. Holders and Non-U.S. Holders (each as defined below) of our common stock whose shares are converted into the right to receive cash pursuant to the merger, but it does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” Treasury regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service, which we refer to as the “IRS,” in each case in effect as of the date hereof.

These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. Holder or Non-U.S. Holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the U.S. federal income tax consequences of the merger.

This discussion is limited to holders who hold our common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to holders subject to special rules, including, without limitation:

If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our common stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain

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determinations made at the partner level. Partnerships holding our common stock and partners therein should consult their tax advisors regarding the U.S. federal income tax consequences of the merger.

This discussion does not address the Purchaser Group.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER OTHER U.S. FEDERAL TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our common stock that, for U.S. federal income tax purposes, is or is treated as any of the following:

The receipt of cash by a U.S. Holder in exchange for our common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the merger. Such gain or loss will be a capital gain or loss, and will be a long-term capital gain or loss if such U.S. Holder has owned such shares for more than one year as of the time of the merger. A preferential tax rate generally will apply to long-term capital gains recognized by certain non-corporate U.S. Holders. The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of our common stock at different times or different prices, such U.S. Holder will determine its tax basis, holding period and gain or loss separately with respect to each block of our common stock.

Non-U.S. Holders

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of our common stock that is not a U.S. Holder or a partnership for U.S. federal income tax purposes. Payments made to a Non-U.S. Holder in exchange for shares of our common stock pursuant to the merger generally will not be subject to U.S. federal income tax unless:

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A Non-U.S. Holder described in the first bullet point immediately above will be subject to U.S. federal income tax on any gain realized as if the Non-U.S. Holder were a U.S. Holder, subject to any applicable income tax treaty providing otherwise. If such Non-U.S. Holder is a foreign corporation for U.S. federal income tax purposes, then any gain described in the first bullet above may also be subject to an additional “branch profits tax” at a 30% rate (or a lower treaty rate). A Non-U.S. Holder described in the second bullet point immediately above will be subject to tax at a rate of 30% (or a lower treaty rate) on any capital gain realized, which may be offset by certain U.S.-source capital losses recognized in the same taxable year, even though the individual is not considered a resident of the United States.

We believe that Voltari is a “United States real property holding corporation” for U.S. federal income tax purposes, and we expect that our common stock will continue to be quoted on the OTCQB at the time of the merger. As a result, under applicable Treasury regulations, if the third bullet point above applies to a Non-U.S. Holder, then such Non-U.S. Holder will be subject to U.S. federal income tax on any gain realized as if the Non-U.S. Holder were a U.S. Holder, subject to any applicable income tax treaty providing otherwise.

Non-U.S. Holders should consult their tax advisors with respect to the application of the foregoing rules to their ownership and disposition of stock.

Information Reporting and Backup Withholding

Payments made in exchange for shares of our common stock generally will be subject to information reporting unless the holder is an “exempt recipient” and may also be subject to backup withholding at a rate of 24%. To avoid backup withholding, U.S. Holders that do not otherwise establish an exemption should complete and return IRS Form W-9, certifying under penalty of perjury that such U.S. Holder is a U.S. person, the taxpayer identification number provided is correct and such U.S. Holder is not subject to backup withholding. A Non-U.S. Holder that provides the applicable withholding agent with the appropriate IRS Form W-8 will generally establish an exemption from backup withholding. Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against a holder’s U.S. federal income tax liability, provided that the holder files a U.S. federal income tax return with the IRS. You are urged to consult your tax advisor with respect to the application of U.S. federal income tax laws to your particular circumstances as well as any tax consequences arising under the U.S. federal estate or gift tax rules, or under any state, local or foreign tax laws.

Regulatory Approvals

No material federal or state regulatory approvals, filings or notices are required in connection with the merger other than the filing of a certificate of merger with the Secretary of State of the State of Delaware by the Company and Merger Sub at the effective time of the merger.

Delisting and Deregistration of Common Stock

If the merger is completed, Voltari will be a privately owned company and there will be no public market for our common stock. Upon completion of the merger, our common stock will no longer be quoted on the OTCQB. In addition, the registration of our common stock under Section 12 of the Exchange Act will be terminated and we will no longer file reports with the SEC.

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Fees and Expenses

Whether or not the merger is consummated, all fees and expenses incurred in connection with the merger will be paid by the party incurring those fees and expenses. Voltari will pay the costs of proxy solicitation and printing and mailing this proxy statement and the Schedule 13E-3 to be filed with the SEC in connection with the merger, which we refer to as the “Schedule 13E-3,” and all SEC filing fees with respect to the transaction. Total fees and expenses incurred or to be incurred by Voltari in connection with the merger are estimated at this time to be as follows:

Anticipated Accounting Treatment of the Merger

The merger will be accounted for in accordance with U.S. generally accepted accounting principles. The merger will constitute a reorganization of companies under common control and will be accounted for in a manner similar to a pooling of interests.

Rights of Appraisal

If the merger is completed, the Company’s unaffiliated common stockholders and unaffiliated preferred stockholders will be entitled to appraisal rights under Section 262 of the DGCL, provided that they comply with the conditions set forth in that statute.

Pursuant to Section 262 of the DGCL, if you do not wish to accept the merger consideration and/or the “redemption price,” as applicable, provided for in the merger agreement, you have the right to seek appraisal of your shares of common stock and/or preferred stock, as the case may be, and to receive payment in cash for the fair value of such shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be fair value. The “fair value” of your shares of common stock and/or preferred stock as determined by the Delaware Court of Chancery may be less than, equal to or more than (i) with respect to common stock, the $0.86 per share in cash that a common stockholder is otherwise entitled to receive under the terms of the merger agreement, and (ii) with respect to preferred stock, the amount of cash equal to the “redemption price,” which consists of the liquidation preference per share of the preferred stock plus any accrued but unpaid dividends, as more specifically set forth in the Company’s certificate of incorporation, that a preferred stockholder is otherwise entitled to receive under the terms of the merger agreement. These rights are known as appraisal rights. The common stock is the only class of stock that has the right to vote at the special meeting. The holders of preferred stock are not entitled to vote at the special meeting on any matter. With respect to the Company’s common stockholders, those who do not vote in favor of the merger proposal and who properly demand appraisal for their shares in compliance with the provisions of Section 262 of the DGCL will be entitled to appraisal rights. With respect to the Company’s preferred stockholders, those who properly demand appraisal for their shares in compliance with the provisions of Section 262 of the DGCL will be entitled to appraisal rights. Strict compliance with the statutory procedures set forth in Section 262 of the DGCL is required. Failure to follow precisely any of the statutory requirements will result in the loss of your appraisal rights.

This section is intended only as a brief summary of certain provisions of the statutory procedures that common stockholders and preferred stockholders must follow under the DGCL in order to seek and perfect appraisal rights.

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This summary, however, is not a complete statement of all applicable requirements and the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which appears in Annex C to this proxy statement. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that common stockholders or preferred stockholders exercise their appraisal rights under Section 262 of the DGCL. As used in this section entitled “Special Factors—Rights of Appraisal,” the term “redemption price” means an amount in cash equal to the “redemption price,” which consists of the liquidation preference per share of preferred stock, plus any accrued but unpaid dividends on the preferred stock, as more particularly described in our certificate of incorporation, without interest and less any applicable withholding taxes, that is payable to the unaffiliated preferred stockholders in respect of their shares of preferred stock pursuant to the terms and subject to the conditions of the merger agreement.

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

This proxy statement constitutes the Company’s notice to our common stockholders and preferred stockholders that appraisal rights are available in connection with the merger, and the full text of Section 262 of the DGCL is attached to this proxy statement as Annex C and incorporated herein by reference, in compliance with the requirements of Section 262 of the DGCL. If you wish to exercise your appraisal rights, you should carefully review the text of Section 262 of the DGCL contained in Annex C. Failure to comply timely and properly with the requirements of Section 262 of the DGCL will result in the loss of your appraisal rights. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of our common stock and preferred stock, the Company believes that common stockholders and preferred stockholders considering the exercise of such rights should seek the advice of legal counsel.

If you wish to demand appraisal of your shares of our common stock and/or preferred stock, you must satisfy each of the following conditions: (i) you must deliver to the Company a written demand for appraisal of your shares of our common stock and/or preferred stock, as the case may be, before the vote is taken to approve the merger proposal at the special meeting of the common stockholders; (ii) the written demand must reasonably inform us of the identity of the holder of record of shares of our common stock and/or preferred stock who intends to demand appraisal of his, her or its shares of our common stock and/or preferred stock; and (iii) with respect to common stockholders only, you must not vote or submit a proxy in favor of the merger proposal. The common stock is the only class of stock that has the right to vote at the special meeting. The holders of preferred stock are not entitled to vote at the special meeting on any matter.

If you fail to comply with any of these conditions and the merger is completed, you will be entitled to receive payment for your shares of our common stock or preferred stock as provided in the merger agreement, but you will not have appraisal rights with respect to your shares of our common stock or preferred stock. A holder of shares of our common stock and/or preferred stock wishing to exercise appraisal rights must hold of record the shares of our common stock and/or preferred stock on the date the written demand for appraisal is made and must continue to hold the shares of our common stock and/or preferred stock of record through the effective time of the merger. A proxy that is properly submitted by a stockholder of record and that does not contain voting instructions will, unless revoked, be voted “FOR” the merger proposal, and it will result in the loss of the common stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal of common stock. Therefore, a common stockholder of record who submits a proxy and who wishes to exercise appraisal rights must either submit a proxy containing instructions to vote “AGAINST” the merger proposal or “ABSTAIN” from voting on the merger proposal. Voting against or failing to vote for the merger proposal by itself does not constitute a demand for appraisal within the meaning of Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote on the merger proposal.

All demands for appraisal should be addressed to the Company’s legal counsel at Brown Rudnick LLP, Attention: James Bedar, One Financial Center, 18th Floor, Boston, Massachusetts 02111, and must be delivered

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to the Company before the vote is taken to approve the merger proposal at the special meeting, and must be executed by, or on behalf of, the record holder of the shares of our common stock and/or preferred stock. The demand will be sufficient if it reasonably informs the Company of the identity of the common stockholder or preferred stockholder and the intention of such stockholder to demand appraisal of the “fair value” of his, her or its shares of our common stock and/or preferred stock, as the case may be. A common stockholder or preferred stockholder’s failure to deliver to the Company the written demand for appraisal prior to the taking of the vote on the merger proposal at the special meeting of the common stockholders will result in the loss of appraisal rights.

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

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

Within 10 days after the effective time of the merger, the surviving corporation in the merger must give notice of the date that the merger became effective to each of the Company’s record stockholders who has complied with Section 262 of the DGCL and, with respect to the common stockholders, who did not vote in favor of the merger proposal. At any time within 60 days after the effective time of the merger, any common stockholder or preferred stockholder who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the stockholder’s demand and accept the merger consideration and/or the redemption price, as applicable, specified by the merger agreement for that holder’s shares of our common stock and/or preferred stock, as the case may be, by delivering to the surviving corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective time of the merger will require written approval of the surviving corporation. No appraisal proceeding in the Delaware

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Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just. If (i) the surviving corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or (ii) the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, a stockholder that has not properly withdrawn his, her or its request for appraisal will be entitled to receive only the appraised value of his, her or its shares of our common stock or preferred stock determined in any such appraisal proceeding, which value may be less than, equal to or more than the merger consideration and/or the redemption price, as applicable, offered pursuant to the merger agreement, as the case may be.

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

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

After determination of the stockholders entitled to appraisal of their shares of our common stock and/or preferred stock, the Delaware Court of Chancery will appraise the shares of our common stock and/or preferred stock, determining their fair value as of the effective time of the merger after taking into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been

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determined, the Delaware Court of Chancery will direct the payment of such value upon surrender by those stockholders of the certificates representing their shares of our common stock and/or preferred stock, as the case may be. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time of the merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter only upon the sum of (1) the difference, if any, between the amount paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time.

You should be aware that an investment banking opinion as to the fairness from a financial point of view of the consideration to be received in a sale transaction, such as the merger, is not an opinion as to fair value under Section 262 of the DGCL. Although we believe that the merger consideration and redemption price, as the case may be, are fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value that may be less than, equal to or more than the merger consideration or redemption price, as applicable. Moreover, we do not anticipate offering more than the merger consideration or the redemption price, as applicable, to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of our common stock or preferred stock is less than the merger consideration or redemption price, as applicable. In determining “fair value,” the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider, among other things, market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and imposed upon the surviving corporation and the stockholders participating in the appraisal proceeding by the Delaware Court of Chancery, as it deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all shares of our common stock and/or preferred stock entitled to appraisal. Any common stockholder who demanded appraisal rights will not, after the effective time of the merger, be entitled to vote shares of our common stock subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares of our common stock, other than with respect to payment as of a record date prior to the effective time of the merger. If no petition for appraisal is filed within 120 days after the effective time of the merger, or if the stockholder otherwise fails to perfect, successfully withdraws or loses such holder’s right to appraisal, then the right of that stockholder to appraisal will cease and (i) each of the shares of our common stock owned by that stockholder will be deemed to have been converted at the effective time of the merger into the right to receive the $0.86 in cash (without interest) pursuant

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to the merger agreement, and (ii) each of the shares of our preferred stock owned by that stockholder will be deemed to have been converted at the effective time of the merger into the right to receive an amount of cash equal to the redemption price (without interest) pursuant to the merger agreement. Inasmuch as the Company has no obligation to file such a petition, and the Company has no present intention to do so, any holder of shares of our common stock and/or preferred stock who desires such a petition to be filed is advised to file it on a timely basis. A stockholder will fail to perfect or effectively lose the right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the merger. In addition, as indicated above, a stockholder may withdraw his, her or its demand for appraisal in accordance with Section 262 of the DGCL and accept the merger consideration or redemption price, as the case may be, offered pursuant to the merger agreement.

Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL will result in the loss of a stockholder’s statutory appraisal rights.

In view of the complexity of Section 262 of the DGCL, the Company’s common stockholders and preferred stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors.

THE FOREGOING STATEMENT REGARDING DISSENTERS’ RIGHTS IN RESPECT OF HOLDERS OF THE COMPANY’S OUTSTANDING PREFERRED STOCK IS INCLUDED IN THIS PROXY STATEMENT SOLELY FOR THE PURPOSE OF COMPLYING WITH THE REQUIREMENTS OF ITEM 3 OF SCHEDULE 14A AND THE DISSENTERS’ RIGHTS PROVISIONS OF THE DGCL. THE HOLDERS OF PREFERRED STOCK ARE NOT ENTITLED TO VOTE AT THE SPECIAL MEETING ON ANY MATTER. THE COMMON STOCK IS THE ONLY CLASS OF THE COMPANY’S STOCK THAT HAS THE RIGHT TO VOTE AT THE SPECIAL MEETING.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Any statements in this proxy statement and the other documents referenced herein, whether written or oral, about future events, expectations, plans or prospects for the Company, or about the Company’s future expectations, beliefs, goals, plans or prospects, constitute forward-looking statements. All statements other than statements of historical fact, including statements containing the words “may”, “will,” “should,” “could,” “would,” “believes,” “plans,” “anticipates,” “expects,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions, are intended to identify forward-looking statements.

A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to: (1) the conditions to the completion of the merger, including the required approval by the Company’s stockholders (including the majority of the minority stockholder approval), may not be satisfied on the terms expected or on the anticipated schedule; (2) the parties’ ability to meet expectations regarding the timing and completion of the merger; (3) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (4) the effect of the announcement or pendency of the merger on our business relationships, operating results, and business generally; (5) risks that the proposed merger disrupts the Company’s current plans and operations; (6) risks related to diverting management’s attention from the Company’s ongoing business operations; (7) the outcome of any legal proceedings that may be instituted against the Company related to the merger or the merger agreement; (8) the amount of the costs, fees, expenses and other charges related to the merger; and (9) other factors discussed from time to time in our reports filed with the SEC, including the factors discussed in Item 1A of the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2019, and subsequent SEC filings, which are available at http://www.sec.gov.

The Company assumes no obligation to update the information in this proxy statement, except as otherwise required by law. Readers are cautioned not to place undue reliance on forward-looking statements.

Forward-looking statements reflect the views and assumptions of management as of the date of this proxy statement (unless specified otherwise) with respect to future events. The Company does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements, whether as a result of new information, future events or other factors. The inclusion of any statement in this proxy statement does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this proxy statement (unless specified otherwise) or, in the case of documents referred to or incorporated by reference, the dates of those documents.

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THE PARTIES TO THE MERGER AGREEMENT

Voltari Corporation

Voltari Corporation is a Delaware corporation with principal executive offices located at 767 Fifth Avenue, Suite 4700, New York, New York 10153. Voltari is in the business of acquiring, financing and leasing commercial real properties.

Additional information about Voltari is contained in our public filings with the SEC that are incorporated by reference herein. See “Where You Can Find Additional Information” beginning on page 84 of this proxy statement.

Starfire Holding Corporation

Starfire Holding Corporation, which we refer to as “Parent”, is a Delaware corporation and an affiliate of Mr. Icahn. Parent is a holding company and its principal place of business is 100 South Bedford Road, Mt. Kisco, New York 10549. Affiliates of Parent currently beneficially own approximately 52.69% of the issued and outstanding shares of our common stock and approximately 98.04% of the outstanding shares of preferred stock, and the proposed merger is therefore a transaction by which the Company would be acquired by its own controlling stockholder.

Voltari Merger Sub LLC

Voltari Merger Sub LLC, which we refer to as “Merger Sub”, is a Delaware limited liability company that was formed for the purposes of entering into the merger agreement and giving effect to the transactions contemplated thereby. Merger Sub’s principal place of business is at 767 Fifth Avenue, 47th Floor, New York, New York 10153.

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THE SPECIAL MEETING

We are furnishing this proxy statement to Voltari common stockholders as part of the solicitation of proxies by the Board for use at the special meeting and at any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

The special meeting will be held at the offices of Brown Rudnick LLP, 7 Times Square, New York, NY 10036, on [●], at [●], local time, or at any adjournment or postponement thereof.

Purpose of the Special Meeting

The merger agreement provides that at the effective time of the merger, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent. At the special meeting, you will be asked to consider and vote upon the following proposals:

The Board unanimously recommends that you vote “FOR” each of the above proposals.

Our stockholders (including unaffiliated common stockholders holding at least the majority of unaffiliated shares) must approve the merger proposal in order for the merger to occur. If our stockholders fail to approve the merger proposal (including the majority of the minority stockholder approval), then the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully and in its entirety.

Record Date and Quorum

The Board has fixed the close of business on [●], 2019 as the record date for determination of stockholders entitled to receive notice of, and to vote at, the special meeting, and any adjournments or postponements thereof. Only holders of record of our common stock as of the close of business on the record date are entitled to receive notice of, and to vote at (in person or by proxy), the special meeting and at any adjournment or postponement thereof.

As of the close of business on the record date, there were 8,994,814 shares of our common stock outstanding. Each holder of our common stock is entitled to cast one vote per such share on each matter properly brought before the special meeting for each share of our common stock that such holder owned as of the record date.

The presence at the special meeting, in person or represented by proxy, of the holders of a majority of the shares of our common stock issued and outstanding and entitled to vote at the special meeting constitutes a quorum for the transaction of business at the special meeting. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting. Shares of our common stock represented at the special meeting but not voted, including shares of our common stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business. Broker non-votes (as defined below) are not counted for the purpose of determining the presence of a quorum. Your vote is very important, regardless of the number of shares of our common stock you own. Because common stockholders cannot take any action at the meeting unless a majority of our common stock issued and outstanding and entitled to vote thereat is represented, it is important that you attend the meeting in person or are represented by proxy at the meeting.

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The holders of the Company’s preferred stock are not entitled to vote at the special meeting on any matter. The common stock is the only class of capital stock that has the right to vote at the special meeting.

In the event that a quorum is not present at the special meeting, we expect to adjourn or postpone the special meeting until we solicit enough proxies to obtain a quorum.

Attendance

Only stockholders of record, their duly appointed proxy holders and our guests may attend the special meeting. To gain admittance, please bring the admission ticket with you to the meeting. If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, please send a written request for an admission ticket to the Company’s legal counsel at Brown Rudnick LLP, Attention: James Bedar, One Financial Center, Boston, MA 02111. Please include the following information with your request: (i) a signed cover letter stating your name and complete mailing address, including daytime and evening telephone numbers; that you are requesting an admission ticket; the number of shares that you own in “street name;” and the name, address and telephone number of your bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock and (ii) an original signed “legal proxy” from your bank, brokerage firm or other nominee giving you the right to vote the shares at the special meeting. If you are the representative of a corporate or institutional stockholder, you must present valid photo identification along with proof that you are the representative of such stockholder. Please note that cameras, recording devices and other electronic devices will not be permitted at the special meeting.

Vote Required

Merger Proposal

Approval of the merger proposal requires the affirmative vote of stockholders holding a majority of the shares of our common stock outstanding and entitled to vote on such proposal. Under the merger agreement, the merger also cannot be completed without the majority of the minority stockholder approval (see the section entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 72).

Adjournment Proposal

The affirmative vote of a majority of the votes cast on the matter is required for the approval of the adjournment proposal. As this proposal is not considered a “routine item,” your bank, brokerage firm or other nominee cannot vote your shares of common stock without receiving your voting instructions. Abstentions and broker non-votes will have no effect on the vote.

Record Ownership; Beneficial Ownership

If your shares of our common stock are registered directly in your name with our transfer agent, AST, then you are considered, with respect to those shares of our common stock, the “stockholder of record.” This proxy statement and proxy card have been sent directly to you by the Company. As the stockholder of record, you have the right to vote in person at the meeting or to grant your voting rights directly to the Company or to a third party by a proxy duly executed or transmitted in a manner in accordance with applicable law. To gain admittance, please bring the admission ticket with you to the meeting.

If your shares of our common stock are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of those shares. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of our 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 of our common stock by following their instructions for voting. Your bank, brokerage firm or other nominee should send you, as the beneficial owner, a package describing the procedure for voting your shares.

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Effects of Failing to Vote and Abstentions; Broker Non-Votes

For the merger proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

If you fail to submit a proxy or to vote in person at the special meeting, then your shares will not be included in the calculation of the number of shares of our common stock represented at the special meeting for purposes of determining whether a quorum has been achieved and will not be counted among the number of votes cast on any proposal. Failing to vote either in person or by proxy at the special meeting will have the same effect as a vote “AGAINST” the merger proposal. Such failure to vote (assuming a quorum is present for the special meeting) will have no effect on the adjournment proposal.

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting on one or more proposals. Abstaining stockholders will be considered present and entitled to vote at the special meeting, and those shares will count towards determining whether a quorum has been achieved. Abstaining from voting on the merger proposal at the special meeting will have the same effect as a vote “AGAINST” such proposal. Such abstention will have no effect on the adjournment proposal.

Under applicable rules, brokers, banks or other nominees who hold shares of our common stock in street name for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers, banks or other nominees are not allowed to exercise their voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. All proposals to be voted on by you at the special meeting are “non-routine” matters, and therefore brokers do not have discretionary authority to vote on any of the proposals. Broker non-votes occur when a bank, brokerage firm or other nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power. Shares that are subject to broker non-votes are considered not entitled to vote, and therefore will not count toward determining whether or not a quorum is present at the meeting and will be ignored for purposes of determining the outcome of any vote on the merger proposal or the adjournment proposal. However, if you do not instruct your bank, brokerage firm or other nominee to vote your shares of our common stock, your shares of our common stock will not be voted, and as broker non-votes, the effect will be the same as a vote “AGAINST” approval of the merger proposal.

Your vote is very important, regardless of the number of shares of our common stock you own. Because, under the merger agreement, the merger cannot be completed without the majority of the minority stockholder approval, it is important that you attend the meeting in person or are represented by proxy at the meeting. In addition, stockholders cannot take any action at the meeting unless a majority of the shares of our common stock issued and outstanding entitled to vote is represented. If you fail to return your proxy card, submit your proxy by telephone or the internet or vote in person, or if your shares are held in “street name” by your bank, brokerage firm or other nominee and you fail to instruct your bank, brokerage firm or other nominee to vote your shares of our common stock, your shares will have the same effect as a vote “AGAINST” approval of the merger proposal.

Voting

This proxy statement is accompanied by a proxy card with instructions for submitting voting instructions. If you are a stockholder of record and your common shares are registered directly in your name, you may have your shares of our common stock voted on matters presented at the special meeting in any of the following ways:

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Beneficial Owner. If your shares of common stock are held through a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in “street name”. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of 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. In most instances, you will be able to do this over the internet, by telephone or by mail as indicated above. To attend the meeting in person (regardless of whether you intend to vote your shares in person at the meeting), you must obtain an admission ticket in advance of the meeting by following the instructions under “The Special Meeting—Attendance” beginning on page 55 of this proxy statement. 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 the bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the meeting.

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 our common stock in the way that you indicate. When completing the internet or telephone processes or the proxy card, you may specify whether your shares of our 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 are a holder of record and you properly sign your proxy card but do not mark the boxes showing how your shares of our common stock should be voted on a matter, the shares of our common stock represented by your properly signed proxy will be voted “FOR” approval of the merger proposal and “FOR” the adjournment proposal. YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF OUR COMMON STOCK YOU OWN. BECAUSE, UNDER THE MERGER AGREEMENT, THE MERGER CANNOT BE COMPLETED WITHOUT THE MAJORITY OF THE MINORITY STOCKHOLDER APPROVAL, IT IS IMPORTANT THAT YOU ATTEND THE MEETING IN PERSON OR ARE REPRESENTED BY PROXY AT THE MEETING. IN ADDITION,

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STOCKHOLDERS CANNOT TAKE ANY ACTION AT THE MEETING UNLESS A MAJORITY OF THE SHARES OF OUR COMMON STOCK ISSUED AND OUTSTANDING AND ENTITLED TO VOTE THEREAT IS REPRESENTED. 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 ACCOMPANYING POSTAGE PAID 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.

Proxies and Revocation

Any stockholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the internet or by returning the enclosed proxy card in the accompanying postage-paid reply envelope, or may vote in person by appearing at the special meeting. If your shares of common stock are held through a bank, brokerage firm or other nominee in “street-name,” only your bank, brokerage firm or other nominee can vote your shares and only upon receipt of your specific instructions. Please return the enclosed voting instruction form in the envelope provided to your bank, brokerage firm or other nominee and contact the person responsible for your account to ensure that a proxy card is voted on your behalf. If your bank, brokerage firm or other nominee provides for voting instructions to be delivered to them by internet or telephone, instructions to do so will be included on the enclosed voting instruction form. If you are a beneficial owner and wish to vote in person at the special meeting, you must provide a “legal proxy” from the bank, brokerage firm or other nominee that is the stockholder of record for your shares of our common stock giving you the right to vote the shares at the special meeting. If you fail to vote in person at the special meeting or fail to return your proxy card or fail to submit your proxy by telephone or the internet, or if your shares are held in “street name” by your bank, brokerage firm or other nominee and you fail to instruct your bank, brokerage firm or other nominee to vote, your shares of our 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 a vote “AGAINST” approval of the merger proposal. If you fail to vote in person at the special meeting or fail to return your proxy card or fail to submit your proxy by telephone or the internet, your shares of our common stock will not have an effect on the adjournment proposal.

You have the right to revoke a proxy. If your shares are registered directly in your name, you may revoke your proxy or change your vote before the special meeting. To do so, you must do one of the following:

If you hold shares in “street name” through a bank, brokerage firm or other nominee, you may submit a new, later-dated voting instruction form or contact your bank, brokerage firm or other nominee. You may also vote in person at the special meeting if you (i) obtain a “legal proxy” and (ii) obtain an admission ticket in advance of the meeting.

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Anticipated Date of Completion of the Merger

We are working towards completing the merger as soon as possible. Assuming satisfaction of the applicable closing conditions, including the approval by our stockholders of the merger proposal and the majority of the minority stockholder approval, we anticipate that the merger will be completed by the third quarter of 2019. If (i) stockholders holding a majority of the aggregate voting power of our shares outstanding and entitled to vote on the proposal and (ii) unaffiliated common stockholders holding a majority of our unaffiliated shares outstanding and entitled to vote on the proposal, vote in favor of adoption of the merger agreement, then the merger will become effective as promptly as practicable following the satisfaction or waiver of a number of other conditions to completion of the merger, subject to the terms of the merger agreement. See “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 72 of this proxy statement.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed. We are submitting a proposal for your consideration to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal (including the majority of the minority stockholder approval) or in the absence of a quorum. This is Proposal 2 on your proxy card. Notwithstanding the adjournment proposal, the Company retains full authority to the extent set forth in its by-laws and/or permitted under Delaware law to adjourn the special meeting for any purpose, or to postpone the special meeting before it is convened, without the consent of any stockholder of the Company, provided that the merger agreement includes certain limitations on the Company’s ability to postpone or adjourn the meeting, as described in the section entitled “Proposal 2: Adjournment Proposal” beginning on page 62 of this proxy statement.

If the special meeting is adjourned, we are not required to give notice of the time and place of the adjourned meeting if announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or the Board fixes a new record date for the adjourned meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Solicitation of Proxies; Payment of Solicitation Expenses

The Company has engaged D.F. King & Co., Inc. as the proxy solicitor to assist in the solicitation of proxies for the special meeting. The Company will pay the proxy solicitor a fee of $15,000. The Company has also agreed to pay a fee for each incoming and outgoing stockholder telephone call and agreed to reimburse the proxy solicitor for certain reasonable and documented fees and expenses and will also indemnify the proxy solicitor and all of its directors, officers, employees and agents against certain claims, expenses, losses, damages, liabilities and/or judgments. The Company may also reimburse banks and brokers or their agents for their expenses in forwarding proxy materials to beneficial owners of our common stock. Our directors and officers may also 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 questions about the merger, need assistance in submitting your proxy or voting your shares of our common stock, or need additional copies of the proxy statement or the enclosed proxy card, please contact D.F. King & Co., Inc., our proxy solicitor, by calling toll-free at (877) 297-1746 or using the contact information below. Please do NOT send in any stock certificates you hold with your proxy card. After the completion of the merger, a separate letter of transmittal will be mailed to you promptly, and in any event within three business

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days, that will enable you to receive the merger consideration in exchange for your shares of our common stock. If your shares of our common stock are held in “street name” through a bank, brokerage firm or other nominee, you should contact your bank, brokerage firm or other nominee for instructions as to how to effect the surrender of your “street name” shares of our common stock in exchange for the merger consideration. See “The Merger Agreement—Payment of Merger Consideration and “Redemption Price” and Surrender of Stock Certificates” beginning on page 65.

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Call Toll-Free: (877) 297-1746

Email: VLTC@dfking.com

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PROPOSAL 1: THE MERGER PROPOSAL

The Company’s stockholders are being asked to approve a proposal to adopt the merger agreement. For a summary of the merger agreement, see “The Merger Agreement” beginning on page 63 of this proxy statement. A copy of the merger agreement is attached as Annex A to this proxy statement.

Approval of the merger proposal requires the affirmative vote of stockholders holding a majority of the shares of the Company’s common stock outstanding and entitled to vote on such proposal. Under the merger agreement, the merger also cannot be completed without the majority of the minority stockholder approval.

The Board unanimously recommends that you vote “FOR” the merger proposal.

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PROPOSAL 2: THE ADJOURNMENT PROPOSAL

The Company’s stockholders are being asked to approve a proposal that will give us authority to adjourn the special meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement (including the majority of the minority stockholder approval), or in the absence of a quorum. If this adjournment proposal is approved, then the special meeting could be adjourned by the Board to any date. In addition, the Board could postpone the special meeting before it commences.

Pursuant to the merger agreement, the Company is permitted to postpone or adjourn the special meeting: (i) with the consent of Parent; (ii) for the absence of a quorum; (iii) to the extent necessary to ensure that any required supplement or amendment to this proxy statement is provided to our stockholders within a reasonable period of time in advance of the special meeting; (iv) to allow reasonable additional time to solicit additional proxies; (v) if required by law; or (vi) if the Company has provided a written notice to Parent pursuant to Section 7.2(d) of the merger agreement that it intends to make a change of recommendation in connection with a superior proposal and the notice period contemplated by the merger agreement has not yet expired. See “The Merger Agreement—Change of Recommendation; Superior Proposals” beginning on page 68.

If the special meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time before their use. If you sign and return a proxy and do not indicate how you wish to vote on any proposal, or if you sign and return a proxy and you indicate that you wish to vote in favor of the merger proposal but do not indicate a choice on the adjournment proposal, your shares of the Company’s common stock will be voted in favor of the adjournment proposal. The vote on the adjournment proposal is a vote separate and apart from the vote on the merger proposal. Accordingly, you may vote to approve the merger proposal and vote not to approve the adjournment proposal and vice versa.

The affirmative vote of a majority of the votes cast on the matter is required for the approval of the adjournment proposal.

The Board unanimously recommends that you vote “FOR” the adjournment proposal.

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THE MERGER AGREEMENT

This section describes the material terms of the merger agreement. The description of the merger agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully and in its entirety.

Explanatory Note Regarding the Merger Agreement

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

Additional information about the Company may be found elsewhere in this document and the Company’s other public filings. See the section entitled “Where You Can Find Additional Information” beginning on page 84 of this proxy statement.

Structure of the Merger

At the effective time of the merger, Merger Sub will merge with and into the Company and the separate company existence of Merger Sub will cease. The Company will be the surviving corporation in the merger and will continue to be a Delaware corporation after the merger. At the closing of the merger, the certificate of incorporation and the bylaws of the Company, amended and restated versions of which are attached to the merger agreement, will be the certificate of incorporation and bylaws of the surviving corporation.

The members of the board of managers of Merger Sub immediately prior to the effective time of the merger will be the initial directors of the surviving corporation and will serve until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the surviving corporation. The officers of Merger Sub immediately prior to the effective time will be the initial officers of the surviving corporation and will serve until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the surviving corporation; provided that it is currently intended that Mr. Kenneth Goldmann and Mr. Peter Kaouris will each resign as executive officers of the Company following the merger, with Mr. Goldmann continuing to provide services to the surviving corporation on a transitionary

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basis after the closing of the merger on an as-needed basis, and Mr. Kaouris continuing to serve as an employee of the surviving corporation following the merger with substantially the same compensation as he currently receives from the Company.

When the Merger Becomes Effective

The closing of the merger will take place on the second business day after the satisfaction or waiver of the conditions to closing provided for in the merger agreement (other than any condition that by its nature cannot be satisfied until the closing of the merger, but subject to satisfaction or waiver of any such condition). The merger will become effective at the time when the parties file a certificate of merger with the Secretary of State of the State of Delaware, to be executed, acknowledged and filed in accordance with the relevant provisions of Delaware law, or at such later time as may be agreed by Parent and the Company in writing and specified in the certificate of merger in accordance with Delaware law, which we refer to as the “effective time.”

Effect of the Merger on the Common Stock of the Company and Merger Sub; Treatment of the Preferred Stock of the Company

At the effective time of the merger, each share of our common stock issued and outstanding immediately prior to the effective time of the merger (other than the excluded common shares) will be automatically cancelled and converted into the right to receive the merger consideration, without interest and less any applicable withholding taxes. Each of the excluded common shares will be canceled without payment of any consideration and cease to exist, subject to certain rights of the dissenting common stockholders as described below.

At the effective time of the merger, each share of our preferred stock issued and outstanding immediately prior to the effective time of the merger (other than the excluded preferred shares) will be automatically cancelled and converted into the right to receive an amount in cash equal to the “redemption price,” which consists of the liquidation preference per share plus any accrued but unpaid dividends on the preferred stock, as more particularly described in our certificate of incorporation, without interest and less any applicable withholding taxes. Each of the excluded preferred shares will be canceled without payment of any consideration and cease to exist, subject to certain rights of the dissenting preferred stockholders as described below.

No person who has timely and properly demanded appraisal of his, her or its shares of our common or preferred stock, as applicable, pursuant to and in accordance with Section 262 of the DGCL will be entitled to receive the merger consideration or the “redemption price,” as applicable, with respect to the dissenting shares owned by such person, but instead such stockholder will be entitled to receive such consideration as may be determined to be due to such dissenting stockholder, pursuant to Section 262 of the DGCL (or any successor provision) (and at the effective time, such dissenting shares will no longer be outstanding and will automatically be canceled and will cease to exist, and such stockholder will cease to have any rights with respect thereto except the rights set forth in Section 262 of the DGCL, or any successor provision), unless and until such stockholder has failed to perfect or has effectively withdrawn such demand or lost its, his or her rights to appraisal under the DGCL. If, after the effective time, any dissenting stockholder has failed to perfect or has effectively withdrawn or lost such right, such stockholder’s shares of our common or preferred stock, as applicable, will thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the effective time, the merger consideration or the “redemption price,” as applicable, for each such share of our common or preferred stock, as applicable, owned by such stockholder, without interest and less any applicable withholding taxes. A summary of the appraisal rights available to the Company’s stockholders is provided in the section entitled “Special Factors—Rights of Appraisal,” beginning on page 46 and a copy of Section 262 of the DGCL is included with this proxy statement as Annex C.

At the effective time of the merger, the limited liability company membership interest in Merger Sub, which is solely owned by Parent prior to the effective time of the merger, will be automatically converted into one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the surviving corporation.

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Payment of Merger Consideration and “Redemption Price” and Surrender of Stock Certificates

Prior to the effective time of the merger, Parent will deposit, or will cause to be deposited, with the paying agent, for the benefit of holders of shares of our common and preferred stock (other than the excluded shares), a cash amount in immediately available funds necessary for the paying agent to make all payments of the merger consideration and the “redemption price,” as applicable (we refer to such cash amount as the “payment fund”). The payment fund will be used solely for the purposes of paying the merger consideration and the “redemption price,” as applicable, to common and preferred stockholders and will not be used to satisfy any other obligations of Parent or any of its affiliates.

As soon as reasonably practicable following the effective time of merger and no later than the third business day following the effective time, Parent and the surviving corporation will cause the paying agent to mail to each holder of record of shares of our common and preferred stock (other than holders of the excluded shares) (i) a letter of transmittal in customary form specifying that delivery will be effected, and risk of loss and title to the shares of such stock will pass, only upon delivery to the paying agent of (A) in the case of certificated shares of our common and preferred stock, the certificates (or affidavits of loss in lieu of the certificates as provided in the merger agreement) or (B) in the case of book-entry shares of our common and preferred stock, the book-entry shares (such letter of transmittal will be in such form and have such other provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the certificates (or affidavits of loss in lieu of the certificates as provided in the merger agreement) or book-entry shares in exchange for the merger consideration or the “redemption price,” as applicable. Upon surrender of certificates (or affidavits of loss in lieu of the certificates as provided in the merger agreement) or book-entry shares of our common or preferred stock for cancellation to the paying agent in accordance with the terms of a letter of transmittal that has been duly completed and validly executed in accordance with the instructions thereto, the holder of such certificate or book-entry share of our common or preferred stock will be entitled to receive in exchange therefor a cash amount in immediately available funds less any required tax withholdings equal to (1) with respect to shares of our common stock, (x) the number of shares of our common stock represented by such certificate (or affidavit of loss in lieu of the certificate as provided in the merger agreement) or the number of book-entry shares of our common stock, as the case may be, multiplied by (y) the merger consideration, or (2) with respect to shares of our preferred stock, (x) the number of shares of our preferred stock represented by such certificates (or affidavit of loss in lieu of the certificate as provided in the merger agreement) multiplied by the “redemption price,” and in each case, any certificate or book-entry shares so surrendered will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the certificates (or affidavits of loss in lieu thereof) or book-entry shares of our common or preferred stock.

In the event any certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Parent or the surviving corporation, the posting by such person of a bond in customary amount, the paying agent or the surviving corporation will issue a check in the amount (after giving effect to any required tax withholdings) equal to (i) with respect to the shares of our common stock, the number of shares of our common stock formerly represented by such lost, stolen or destroyed certificate multiplied by the merger consideration, or (ii) with respect to the shares of our preferred stock, the number of shares of our preferred stock formerly represented by such lost, stolen or destroyed certificate multiplied by the “redemption price.”

Each of the paying agent, Parent and the surviving corporation will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the merger agreement to any holder of shares of our common or preferred stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable state, local or foreign tax law. To the extent that amounts are so withheld by the surviving corporation or Parent, as the case may be, such withheld amounts (i) will be remitted by Parent or the surviving corporation, as applicable, to the applicable governmental entity, and (ii) will be treated for all purposes of the merger agreement as having been paid to the holder of shares of our common or preferred stock in respect of which such deduction and withholding was made by the surviving corporation or Parent, as the case may be.

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Representations and Warranties

Representations and Warranties of the Company

The Company made customary representations and warranties in the merger agreement that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement (including exceptions and qualifications based on a material adverse effect, as defined under “Material Adverse Effect,” beginning on page 66, or other standards of materiality), the reports and other filings by the Company with the SEC, or in the disclosure letter delivered by the Company in connection with the merger agreement. These representations and warranties relate to, among other things:

Material Adverse Effect

Some of the representations and warranties in the merger agreement are qualified by materiality qualifications or a “material adverse effect” qualification with respect to the Company, as discussed below.

For purposes of the merger agreement, a “material adverse effect” means a material adverse effect on the financial condition, business or results of operations of the Company and its subsidiaries, taken as a whole; provided, however, that any effect, to the extent resulting from any of the following, in and of itself or themselves, will not constitute, and will not be taken into account when determining whether there has been or will be, a material adverse effect:

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except, with respect to the first, fifth, sixth and tenth bullets above, to the extent such event has a materially disproportionate effect on the Company and its subsidiaries taken as a whole compared to other companies engaged in the commercial real estate acquisition, financing and leasing activities.

Representations and Warranties of Parent and Merger Sub

Each of Parent and Merger Sub has made representations and warranties to the Company with respect to, among other matters, organization, good standing and qualification, corporate authority, required consents and approvals, and no violations of laws, governance documents or agreements, the absence of litigation, capitalization of Merger Sub, accuracy of information to be included in this proxy statement and the Schedule 13E-3, brokers and finders, sufficiency of funds, ownership of shares of our stock, and non-reliance.

Interim Operations

The merger agreement obligates the Company and its subsidiaries to operate and conduct the business of the Company and its subsidiaries in the ordinary course from the date of the merger agreement to the earlier of the termination of the merger agreement or the consummation of the merger, except as otherwise contemplated by the merger agreement, set forth in the Company’s disclosure letter, required by applicable law, or consented to in writing by Parent (which consent is not permitted to be unreasonably withheld, conditioned or delayed).

The merger agreement also contains specific restrictive covenants as to certain activities of the Company and its subsidiaries, which provide that the Company will not take, and will not permit any of its subsidiaries to take the following actions:

The merger agreement obligates Parent not to take or permit any of its subsidiaries (including, for this purpose, the Company or its subsidiaries) to take any action or omit to take any action that is reasonably likely to (i) result in any of the conditions of the merger set forth in the merger agreement not being satisfied or (ii) prevent the consummation of the merger.

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The merger agreement also states that as a result of entering into the merger agreement, neither Parent nor Merger Sub, directly or indirectly, has the right to control or direct the Company’s or its subsidiaries’ operations prior to the effective time of the merger. Prior to the effective time of the merger, the Company will exercise, consistent with the terms and conditions of the merger agreement, complete control and supervision over its operations and the operations of its subsidiaries.

Restrictions on Solicitation; Acquisition Proposals

The Company (at the direction of the Special Committee) has agreed that neither it, the Board, the Special Committee, nor any of their respective members will directly or indirectly:

The merger agreement defines the term “acquisition proposal” to mean (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any of its subsidiaries, and (ii) any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the total voting power of any class of equity securities of the Company, or 15% or more of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company, in each case other than the transactions contemplated by the merger agreement.

Notwithstanding the foregoing, the Company (at the direction of the Special Committee) is permitted to:

if and only to the extent that, prior to taking any action described in the two bullets immediately above, the Special Committee has determined in good faith after consultation with outside legal counsel that the failure to take such action would be inconsistent with their fiduciary duties under applicable law.

Change of Recommendation; Superior Proposals

The merger agreement provides that each of the Special Committee and the Board is not permitted, directly or indirectly, to:

Despite the foregoing restrictions, the merger agreement permits each of the Special Committee and the Board to make a change of recommendation, if the Special Committee determines in good faith after consultation with its outside legal counsel that the failure to do so would be inconsistent with its fiduciary duties under applicable law.

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Prior to the Special Committee making a change of recommendation in connection with a superior proposal (as defined below), the following requirements must be met:

The merger agreement defines the term “superior proposal” to mean an unsolicited bona fide (i) acquisition proposal involving more than 50% of the assets (on a consolidated basis) or total voting power of the equity securities of the Company, or (ii) proposal to acquire all or substantially all of the shares of our common stock (other than shares owned by the Company or its subsidiaries and shares owned by Parent or its affiliates), in each case that the Special Committee (after consultation with independent financial and outside legal advisors) has determined in good faith, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation), is more favorable to the Company’s stockholders (other than Parent and its affiliates) than the transactions contemplated by the merger agreement.

The merger agreement does not prohibit the Company (at the direction of the Special Committee) from complying with its disclosure obligations with respect to an acquisition proposal under the Exchange Act, or from engaging in any “stop, look and listen” communication with our stockholders under the Exchange Act, provided that the Special Committee may not effect a change of recommendation unless permitted to do so under, and in compliance with, the merger agreement.

Reasonable Best Efforts

Each of the parties to the merger agreement agrees to use its reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under the merger agreement and applicable laws to consummate and make effective the transactions contemplated by the merger agreement as soon as practicable.

Special Meeting

The Company is required to call, give notice of, convene and hold a meeting of its stockholders on a date as soon as reasonably practicable after the SEC’s clearance of this proxy statement for the purpose of obtaining the Company stockholder approval and the majority of the minority stockholder approval. The Company may postpone or adjourn the special meeting:

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The merger agreement also requires the Company to use commercially reasonable efforts to solicit the majority of the minority stockholder approval.

Except in the event of a change of recommendation as permitted by the merger agreement, the Board is required to recommend approval and adoption of the merger agreement and the transactions contemplated thereby, including the merger, by the stockholders of the Company, and the Board is not permitted to withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to Parent or any of its affiliates such Board recommendation or take any action or make any statement in connection with the special meeting inconsistent with such Board recommendation, including approving or recommending or proposing to approve or recommend an acquisition proposal with respect to the Company or failing to recommend the approval and adoption of the merger agreement and the transactions contemplated thereby.

SEC Filings

The Company, in cooperation with, and subject to the approval of, the Special Committee, is required to prepare and file with the SEC this proxy statement, and the Company and the Purchaser Group are required to prepare and file with the SEC a Schedule 13E-3, each as promptly as practicable after the date of the merger agreement. Each of the Company and Parent is required to use its reasonable best efforts to cause this proxy statement and Schedule 13E-3 to be filed with the SEC, each in their preliminary form, within 30 business days after the date of the merger agreement (March 22, 2019), which date is May 3, 2019. The Company is required to use its reasonable best efforts to have this proxy statement, and the Company and Parent are required to use their reasonable best efforts to have the Schedule 13E-3, cleared by the SEC as promptly as practicable.

The Company will promptly notify Parent in writing of the receipt of any oral or written comments from the SEC relating to this proxy statement or the Schedule 13E-3. Parent will promptly notify the Company in writing of the receipt of any oral or written comments from the SEC relating to the Schedule 13E-3. The Company will cooperate with Parent with respect to, and provide Parent with a reasonable opportunity to review and comment on, drafts of this proxy statement (including each amendment or supplement hereto), and the parties will cooperate with respect to, and provide each other with a reasonable opportunity to review and comment on, the drafts of the Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by, and replies to comments of, the SEC, prior to filing such with or sending such to the SEC, and the parties will provide each other with copies of all such filings made and correspondence with the SEC.

As promptly as practicable and in any event within five business days after the SEC’s notification that it has no further comments on this proxy statement, the Company will commence mailing of the definitive proxy statement to its stockholders.

Fees and Expenses

Each party will bear its own costs and expenses in connection with the merger agreement and the transactions contemplated by the merger agreement.

Indemnification; Directors’ and Officers’ Insurance

Under the terms of the merger agreement, from and after the effective time of the merger, to the extent permitted by applicable law, Parent and the surviving corporation have, jointly and severally, agreed to indemnify and hold

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harmless and provide advancement of expenses to each present and former director and officer of the Company and its subsidiaries (in each case, when acting in such capacity), determined as of the effective time, which we refer to as the “indemnified parties,” against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the effective time, whether asserted or claimed prior to, at or after the effective time, in each case to the fullest extent permitted by law.

In addition, for a period of six years from the effective time, the surviving corporation is required to maintain, and Parent is required to cause the surviving corporation to maintain, provisions of the certificate of incorporation and the bylaws with respect to limitation of liabilities of directors and indemnification and advancement of expenses of present and former officers and directors of the Company and its subsidiaries that are no less favorable to the indemnified parties than are set forth in the Company’s certificate of incorporation and bylaws as in effect on the date of the merger agreement.

Prior to the effective time of the merger, the Company is further required to cause, and if the Company is unable to, Parent is required to cause, the surviving corporation as of the effective time of the merger to, obtain and fully pay for “tail” insurance policies to the policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained immediately prior to the effective time of the merger by the Company with a claims period of six years from and after the effective time of the merger from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance with terms, conditions, retentions and limits of liability at least as favorable to such directors and officers as the Company’s existing policies with respect to matters existing or occurring at or prior to the effective time of the merger (including in connection with the merger agreement or the transactions or actions contemplated thereby).

The obligations of the surviving corporation and Parent to provide indemnification and “tail” insurance policies for the indemnified parties in accordance with the terms and conditions of the merger agreement are in addition to any rights such indemnified parties may have under the Company’s or any of its subsidiary’s certificate of incorporation or bylaws, or under any applicable contracts or laws, are intended to be for the benefit of, and enforceable by, the indemnified parties, will survive the consummation of the merger, and must be assumed by any successors or assigns of the surviving corporation or Parent, as applicable.

Other Covenants

The merger agreement contains additional agreements between the parties relating to, among other matters:

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Conditions to Completion of the Merger

The Company, Parent and Merger Sub are not required to complete the merger unless a number of conditions are satisfied or waived. These conditions include (i) the receipt of the Company stockholder approval, (ii) the receipt of the majority of the minority stockholder approval, and (iii) the absence of any law or order that is in effect and restrains, enjoins or otherwise prohibits the consummation of the merger.

In addition, the obligations of the parties to the merger agreement to consummate the merger are subject to certain other closing conditions, including (i) the accuracy of the representations and warranties of Parent and Merger Sub, in the case of the Company, and of the Company, in the case of Parent and Merger Sub, as contained in the merger agreement (subject to certain materiality qualifiers, as applicable), and (ii) compliance by Parent and Merger Sub, in the case of the Company, and by the Company, in the case of Parent and Merger Sub, in all material respects with its or their obligations required to be performed by it or them under the merger agreement on or prior to the closing date of the merger.

The obligation of Parent and Merger Sub to consummate the merger is further subject to the absence of any material adverse effect from the date of the merger agreement to the closing date of the merger.

Termination

The Company (at the direction of the Special Committee) and Parent may terminate the merger agreement and abandon the merger at any time prior to the effective time of the merger by mutual written consent.

Either the Company (at the direction of the Special Committee) or Parent may also terminate the merger agreement and abandon the merger at any time prior to the effective time of the merger if:

The Company (at the direction of the Special Committee) may also terminate the merger agreement and abandon the merger at any time prior to the effective time of the merger if the Company is not in material breach of its covenants under the merger agreement and there has been a breach of any representation, warranty, covenant or agreement by Parent or Merger Sub under the merger agreement, which breach would give rise to the failure of the Company’s closing conditions and such breach is either not curable prior to the outside date or not cured within 30 days after notice of such breach is given by the Company to Parent.

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Parent may also terminate the merger agreement and abandon the merger at any time prior to the effective time of the merger if neither Parent nor Merger Sub is in material breach of its covenants under the merger agreement and there has been a breach of any representation, warranty, covenant or agreement by the Company under the merger agreement, which breach would give rise to the failure of Parent’s or Merger Sub’s closing conditions and such breach is either not curable prior to the outside date or not cured within 30 days after notice of such breach is given by Parent to the Company.

Effect of Termination

If the merger agreement is terminated, subject to certain exceptions described in the merger agreement, the merger agreement will become void and of no effect with no liability to any person on the part of any party thereto, provided, however, that no termination will relieve any party thereto from liability or damages to the other party resulting from any willful or intentional material breach of the merger agreement.

Amendment

Subject to applicable law, at any time prior to the effective time, the parties to the merger agreement can modify or amend the merger agreement by written agreement executed and delivered by duly authorized officers of the respective parties; provided, however, that after receipt of the Company stockholder approval and the majority of the minority stockholder approval at the special meeting, no amendment may be made which, by law or in accordance with the rules of the OTCQB, requires further approval by the Company’s stockholders without the approval of such stockholders.

Waiver of Conditions

The conditions to the obligations of each party to the merger agreement to consummate the merger are for the sole benefit of such party and can be waived by such party in whole or in part to the extent permitted by applicable law.

Governing Law

The merger agreement is and will be interpreted, construed and governed by and in accordance with the law of the State of Delaware without regard to the conflicts of law principles thereof.

Remedies

No termination of the merger agreement will relieve any party to the merger agreement of any liability or damages to the other party resulting from any willful or intentional material breach of the merger agreement.

Each party to the merger agreement is entitled to equitable relief, including an injunction or injunctions to prevent breaches of the merger agreement or to enforce specifically the terms and provisions of the merger agreement, without any requirement for the posting of a bond or other security, in addition to any other remedy to which such party is entitled at law or in equity.

Each party has waived any right to a jury trial with respect to any litigation arising out of or relating to the merger agreement or the transactions contemplated by the merger agreement.

Assignment

The merger agreement is not assignable by operation of law or otherwise. Any purported assignment in violation of the merger agreement is void.

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IMPORTANT ADDITIONAL INFORMATION REGARDING VOLTARI

Executive Officers and Directors

Set forth below is information regarding our executive officers, including their principal occupations for the past five years and their ages as of [●], 2019. There are no family relationships between any of our executive officers and any other executive officer or any board member. Our Board elects our executive officers, who serve at the discretion of our Board. None of Voltari, our executive officers or directors has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors), and none of these persons has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws. All of our executive officers and directors are citizens of the United States.

The business address of each of our executive officers and directors is c/o Voltari Corporation, 767 Fifth Avenue, Suite 4700, New York, New York 10153, and their business telephone number is (212) 388-5500.

Kenneth Goldmann has served as our Principal Executive Officer since August 2017. Mr. Goldmann previously served as our Chief Financial Officer from May 2017 to August 2017, and our as our Chief Administrative and Accounting Officer from October 2015 to May 2017. Mr. Goldmann is a founding partner of Vantage CFO Partners LLC, a company formed in 2014 that provides financial management services to small business clients. Mr. Goldmann served as a partner at CohnReznick, a public accounting firm, from 2004 until his retirement in 2013. From 1997 to 2004 he was a partner at BDO Seidman, a public accounting firm. At both CohnReznick and BDO Seidman, Mr. Goldmann’s audit clients included real estate investment trusts. Mr. Goldman received a Bachelors’ Degree in Business Administration from Rider College in 1968 and studied tax and accounting at Rutgers University from 1970 to 1973.

Peter Kaouris has served as our Chief Accounting Officer since May 2017. Mr. Kaouris was previously a consultant from March 2016 until May 2017, providing strategic investment planning for family trusts, including preparing and implementing real estate investment strategies and conducting market analysis and real estate property due diligence. Mr. Kaouris was also a consultant for AXA Real Estate Investment Managers, from February 2017 to April 2017, where he assisted in streamlining accounting financial reporting deliverables from various third party companies. Previously, Mr. Kaouris served as the Vice President and Controller of O’Connor Capital Partners, from March 1999 to June 2015, where Mr. Kaouris was responsible for leading the accounting and financial management departments, as well as assisting in the various life cycle stages of real estate funds, which included budgeting and cash management, reviewing loan draws for real estate projects and assisting in the oversight of the audit and tax preparation for real estate properties, holding companies and fund level entities. From December 1996 to March 1999, Mr. Kaouris was a Senior Auditor at Ernst & Young LLP’s Financial Markets-Real Estate Group for Assurance and Business Advisory Practice, where his responsibilities included performing audits and strategic consulting for real estate clients and ensuring clients complied with financial regulatory controls and satisfied applicable accounting standards. From August 1994 to December 1996, Mr. Kaouris was an Assistant Controller for Related Companies, LP, where he assisted in the fund management for six real estate portfolios. Mr. Kaouris has served as Vice President on the board of Bayside Gables Civic Association, Inc. since January 2017. Mr. Kaouris has a Bachelor of Business Administration, Accounting & Finance, from The Bernard M. Baruch College of the City University of New York and he received his New York Real Estate License in March 2017.

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Peter K. Shea has served as one of our directors since 2015. He has been an operating partner of Snow Phipps, a private equity firm, since 2013. Mr. Shea served as the Chairman of FeraDyne Outdoors, LLC, a manufacturer and marketer of hunting accessories from 2014 to 2019 and Chairman of Teasedale Foods, Inc., a Hispanic foods company, from 2014 to 2019. He has been Chairman of Decopac, Inc., a B2B bakery supplier, since 2017; director of Hennessy Capital Partners III LLC, a special purpose acquisition company, since 2017; director of CVR Partners LP (NYSE: UAN), a nitrogen fertilizer company, since 2014; and director of Viskase Companies, Inc. (OTC MKTS: VKSC), a meat casing company, since 2006. Mr. Shea served as a director of Trump Entertainment Resorts, a gaming and hospitality company, from 2016 to 2017. Mr. Shea served as an operating advisor for OMERS Private Equity, a private equity firm, from 2011 to 2016. Mr. Shea was previously a director of: Give and Go Prepared Foods, a bakery, from 2012 to 2016; Hennessy Capital Partners II LLC, a special purpose acquisition company, from 2015 to 2016; Hennessy Capital Partners I LLC, a special purpose acquisition company, from 2014 to February 2015; Sitel World Wide Corp., a call center, from 2011 to September 2015; and CTI Foods, a food products processing company, from 2010 to 2014. From 2006 to 2009, Mr. Shea served as President of Icahn Enterprises L.P. (NASDAQ: IEP) where he was responsible for its real estate businesses which included rental real estate operations, consisting of retail, office and industrial properties leased to single-corporate tenants, and its residential home development operations, which focused on the construction and sale of single-family homes, custom built homes, multi-family homes and residential lots in subdivisions and planned communities. Icahn Enterprises L.P., Viskase Companies, CVR Partners LP, and Trump Entertainment Resorts each are indirectly controlled by Carl C. Icahn, the Company’s controlling stockholder. Mr. Shea has an M.B.A. from the University of Southern California and a B.B.A. from Iona College. Mr. Shea’s experience in the real estate business, in addition to his service on other boards, enables him to provide advice and insight to the Company as it develops its real estate business.

Jaffrey (Jay) A. Firestone has served as one of our directors since July 2011. Since 2006, Mr. Firestone has served as Chairman and Chief Executive Officer at Prodigy Pictures Inc., a leader in the production of quality film, television and cross-platform media. Previously, Mr. Firestone established Fireworks Entertainment in 1996 to produce, distribute and finance television programs and feature films. In 1998, Fireworks Entertainment was acquired by CanWest Global Communications Corporation and Mr. Firestone was named Chairman and Chief Executive Officer and oversaw the company’s Los Angeles and London based television operations as well as its Los Angeles feature film division, Fireworks Pictures. In addition, Mr. Firestone oversaw the company’s interest in New York based IDP Distribution, an independent distribution and marketing company formed by Fireworks Entertainment in 2000 as a joint venture with Samuel Goldwyn Films and Stratosphere Entertainment. Mr. Firestone has served on the board of directors for the Academy of Canadian Cinema and Television and the Academy of Television Arts and Sciences International Council in Los Angeles. Mr. Firestone has led two successful initial public offerings and in 1998, was nominated for entrepreneur of the year. Mr. Firestone has extensive experience in dealing with financial reporting, which, in addition to his service on another board, enables him to advise our board on a range of matters including financial matters.

Kevin Lewis has served as one of our directors since January 2013. Mr. Lewis is currently the Chief Marketing Officer of Alimentation Couche-Tard, beginning this role in July 2017. From 2013 to 2017, Mr. Lewis was the

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Chief Marketing Officer of Total Wine & More, the largest independent retailer of beer, wine and spirits in the U.S. Previously, Mr. Lewis served as the Chief Marketing Officer of Blockbuster LLC, the video rental retail chain subsidiary of Dish Network Corp. (NASDAQ: DISH) and was previously employed by Blockbuster Inc. as the Senior Vice President of Digital Entertainment. Blockbuster Inc. voluntarily filed for Chapter 11 bankruptcy protection in September 2010 and subsequently emerged from bankruptcy in March 2011 via a sale of the company to Dish Network Corp. Mr. Lewis was employed by subsidiaries of Koninklijke Philips Electronics N.V. (NYSE: PHG), an industrial conglomerate which engages in the healthcare, consumer lifestyle and lighting product business worldwide, as the Chief of Strategy and New Business for Philips Consumer Lifestyle from 2007 until 2009 and the Chief of Strategy and Vice-President, Business Development for Philips Consumer Electronics from 2004 until 2007. From 1993 until 2004, Mr. Lewis held multiple roles at The Boston Consulting Group, a management consulting company. Mr. Lewis received his B.A. in international relations from Stanford University and an MBA, with distinction, from INSEAD. Mr. Lewis’s management and corporate development experience enables him to provide our board insight and advice as we develop our business.

Sachin Latawa has served as one of our directors since April 2017. Since September 2018, Mr. Latawa has served as the Chief Financial Officer of Builders Capital, a private construction lending company. Mr. Latawa in his current role is responsible for directing strategy, mergers and acquisitions, financial planning, financial reporting, accounting and tax functions of Builders Capital. From January 2017 to August 2018, Mr. Latawa served as Chief Financial Officer of the real estate segment of Icahn Enterprises L.P. (NASDAQ: IEP), a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, gaming, railcar, food packaging, metals, mining, real estate and home fashion segments. In his role with Icahn Enterprises L.P., Mr. Latawa was responsible for directing all acquisition, divestiture, financial reporting, accounting, asset management and financial planning activities for Icahn Enterprises L.P.’s real estate segment. Prior to that time, Mr. Latawa was Controller of Icahn Enterprises L.P.’s real estate segment, beginning in April 2015. Prior to joining Icahn Enterprises L.P., Mr. Latawa served as Vice President and M&A Controller at Fortress Investment Group (“Fortress”), where his responsibilities included overseeing M&A transactions for various publicly-traded REITs managed by Fortress, from March 2014 to April 2015. From 2006 to 2014, Mr. Latawa held various positions with PwC Transaction Services, most recently as a Director. Mr. Latawa is a Certified Public Accountant in the United States and a Chartered Accountant in India. He holds a Bachelors’ Degree in Commerce from Delhi University, India and an MBA from the Institute of Management Technology, India. Mr. Latawa’s extensive experience in the real estate industry enables him to provide our Board with valuable insight into our business operations.

Prior Public Offerings

During the past three years, Voltari has not made any underwritten public offering of our common stock for cash that was registered under the Securities Act of 1933, as amended, or exempt from registration under Regulation A.

Historical Consolidated Financial Information

The Company’s audited financial statements for the fiscal years ended December 31, 2018 and December 31, 2017, and the notes thereto, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, are incorporated by reference in this proxy statement.

As of December 31, 2018, the book value per share of our common stock was approximately -$7.46.

For additional information, see “Where You Can Find Additional Information” beginning on page 84. Historical results are not necessarily indicative of results to be expected in any future period.

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Market Price of the Common Stock

Our common stock is quoted on the OTCQB. The following table sets forth for the periods indicated the high and low quotations for our common stock for each of the identified calendar quarters.

The closing price of our common stock on the OTCQB on March 22, 2019, the last trading day prior to the public announcement of the execution of the merger agreement, was $0.86 per share. If the merger agreement is adopted by our stockholders and the merger is completed, each outstanding share of the Company’s common stock (other than excluded common shares) will be converted into the right to receive $0.86 per share in cash, without interest. The $0.86 per share price for the common stock represents a premium of approximately 139% over the Company’s closing stock price on December 6, 2018, the last trading day before the announcement of the initial offer, and a premium of approximately 48% over the purchase price proposed in the initial offer of $0.58 per share.

On [●], 2019, the most recent practicable date before this proxy statement was mailed to our stockholders, the closing price for our common stock on the OTCQB was $[●] per share. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of our common stock.

As of the record date, Voltari had approximately 170 stockholders of record.

Dividends

Voltari has not declared or paid any dividends on our common stock during the past two years. The Company does not anticipate paying any cash dividends on its common stock in the foreseeable future. Voltari intends to retain any earnings for the growth of and for use in its business. Pursuant to the terms of the merger agreement and during any period in which there are accrued but unpaid dividends on the preferred stock, Voltari is prohibited from paying any dividends while the merger agreement is in effect.

Voltari Purchases of Equity Securities

Voltari has not purchased any shares of its common stock during the past two years.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of our common stock as of April 30, 2019, with respect to (i) each person known by the Company to be the beneficial owner of more than 5% of our common stock, (ii) each of the Company’s directors, (iii) each of the Company’s named executive officers and (iv) all directors and executive officers as a group. All information is based upon ownership filings

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made by such persons with the SEC or upon information provided by such persons to the Company. Applicable percentage ownership is based on 8,994,814 shares of our common stock outstanding as of the close of business on April 30, 2019.

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IMPORTANT ADDITIONAL INFORMATION REGARDING PURCHASER GROUP

Background on the Purchaser Parties; Additional Information Regarding the Purchaser Group Members

Parent. Starfire Holding Corporation, which we refer to as “Parent,” is a Delaware corporation and an affiliate of Mr. Icahn. Parent is a holding company and its principal place of business is 100 South Bedford Road, Mt. Kisco, New York 10549.

Merger Sub. Voltari Merger Sub LLC, which we refer to as “Merger Sub,” is a Delaware limited liability company and was formed for the purposes of entering into the merger agreement and giving effect to the transactions contemplated thereby. Merger Sub’s principal place of business is at 767 Fifth Avenue, 47th Floor, New York, New York 10153.

Carl C. Icahn. Mr. Icahn holds approximately 99.4% of the outstanding shares of Parent. As such, Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by the Purchaser Group. The principal business address and the address of the principal office of Mr. Icahn is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153.

Barberry, High River, Hopper, Koala and Koala GP. Barberry Corp., which we refer to as “Barberry,” is a Delaware corporation and the sole member of Hopper. Barberry is primarily engaged in the business of serving as the sole member of Hopper and investing in securities. Hopper Investments LLC, which we refer to as “Hopper,” is a Delaware limited liability company and the general partner of High River Limited Partnership, a Delaware limited partnership, which we refer to as “High River.” Hopper is primarily engaged in the business of serving as the general partner of High River and investing in securities, and High River is primarily engaged in the business of investing in securities. Koala Holding LP, which we refer to as “Koala,” is a Delaware limited partnership that is primarily engaged in investing in securities. Koala Holding GP Corp., a Delaware corporation, which we refer to as “Koala GP,” is primarily engaged in the business of serving as the general partner of Koala. As of the date hereof, each of High River and Koala hold shares of common stock. Prior to the effective time of the merger, each of High River and Koala will transfer the shares of common stock held by them to Starfire in order to effect the merger. Mr. Icahn is the sole shareholder of Barberry. The principal business address and the address of the principal office of Barberry, High River, Hopper, Koala and Koala GP is 767 Fifth Avenue, 47th Floor, New York, New York 10153.

None of the members of the Purchaser Group nor any of their respective directors or officers has been, during the last 5 years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Set forth below for the directors and executive officers of Parent and Merger Sub is his or her respective present principal occupation or employment, the name, principal business and address of the corporation or other organization in which such occupation or employment is conducted and the five-year employment history of such director and executive officer. None of the individuals named below has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors), and none of these individuals has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws. All of the individuals named below are citizens of the United States of America.

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Parent

Carl C. Icahn—Chairman of the Board; President. Mr. Icahn has served as Chairman of the Board of Directors of Starfire Holding Corporation, a privately-held holding company, and Chairman of the Board of Directors of various subsidiaries of Starfire, since 1984. Since 2007, through his position as Chief Executive Officer of Icahn Capital LP, a wholly owned subsidiary of Icahn Enterprises L.P., and certain related entities, Mr. Icahn’s principal occupation has been managing private investment funds, including Icahn Partners LP and Icahn Partners Master Fund LP. Since 1990, Mr. Icahn has been Chairman of the Board of Directors of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, mining, real estate and home fashion. Mr. Icahn was previously: Chairman of the Board of Directors of Tropicana Entertainment Inc., a company that is primarily engaged in the business of owning and operating casinos and resorts, from 2010 until 2018; Chairman of the Board of Directors of CVR Refining, LP, an independent downstream energy limited partnership, from 2013 to 2018; Chairman of the Board of Directors of CVR Energy, Inc., a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing industries, from 2012 to 2018; President and a member of the Executive Committee of XO Holdings, a competitive provider of telecom services, from 2011 to 2017, and Chairman of the Board of Directors of its predecessors from 2003 to 2011; director of Federal-Mogul Holdings LLC (formerly known as Federal-Mogul Holdings Corporation), a supplier of automotive powertrain and safety components, from 2007 to 2015, and the non-executive Chairman of the Board of Directors of Federal-Mogul from 2008 to 2015; Chairman of the Board of Directors of American Railcar Industries, Inc., a railcar manufacturing company, from 1994 to 2014; a director of American Railcar Leasing LLC, a lessor and seller of specialized railroad tank and covered hopper railcars, from 2004 to 2013; a director of WestPoint Home LLC, a home textiles manufacturer, from 2005 to 2011; and a director of Cadus Corporation, a company engaged in the acquisition of real estate for renovation or construction and resale, from 1993 to 2010. Mr. Icahn received his B.A. from Princeton University.

Keith Cozza—Secretary; Treasurer; Authorized Signatory. Mr. Cozza has been the President and Chief Executive Officer of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, mining, real estate and home fashion, since February 2014. The principal business address of Icahn Enterprises L.P. is at 767 Fifth Avenue, Suite 4600, New York, New York 10153. In addition, Mr. Cozza has served as Chief Operating Officer of Icahn Capital LP, the subsidiary of Icahn Enterprises through which Carl C. Icahn manages investment funds, since February 2013. From February 2013 to February 2014, Mr. Cozza served as Executive Vice President of Icahn Enterprises. Mr. Cozza is also the Chief Financial Officer of Icahn Associates Holding LLC, a position he has held since 2006. Mr. Cozza joined the board of directors of Caesars Entertainment Corporation in March 2019 and has been: Chairman of the Board of Directors of Xerox Corporation, a provider of document management solutions, since May 2018; and a director of Icahn Enterprises L.P., since September 2012. In addition, Mr. Cozza serves as a director of certain wholly-owned subsidiaries of Icahn Enterprises L.P., including: Icahn Automotive Group LLC, an automotive parts installer, retailer and distributor; and PSC Metals LLC, a metal recycling company. Mr. Cozza was previously: a director of Tenneco Inc., manufacturers of Ride Performance, Clean Air products and technology solutions for automotive and commercial vehicles, from October 2018 to March 2019; a director of Federal-Mogul Holdings LLC (formerly known as Federal-Mogul Holdings Corporation), a supplier of automotive powertrain and safety components until October 2018; a director of Tropicana Entertainment Inc., a company that is primarily engaged in the business of owning and operating casinos and resorts, from February 2014 until October 2018; a director of Herbalife Ltd., a nutrition company, from April 2013 to April 2018; a member of the Executive Committee of American Railcar Leasing LLC, a lessor and seller of specialized railroad tank and covered hopper railcars, from June 2014 to June 2017; a director of CVR Refining, LP, an independent downstream energy limited partnership, from January 2013 to February 2014; and a director of MGM Holdings Inc., an entertainment company focused on the production and distribution of film and television content, from April 2012 to August 2012. Federal-Mogul, Icahn Automotive, CVR Refining, Icahn Enterprises, PSC Metals, and Tropicana are each indirectly controlled by Carl C. Icahn, and American Railcar Leasing was previously indirectly controlled by Mr. Icahn. Mr. Icahn also has or previously had non-controlling interests in

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Caesars Entertainment, Xerox, Tenneco, Herbalife and MGM Holdings through the ownership of securities. Mr. Cozza holds a B.S. in Accounting from the University of Dayton.

Jordan Bleznick—Vice President/Taxes. Mr. Bleznick has been the Vice President/Taxes of Starfire Holding Corporation, a privately-held holding company of Mr. Icahn, since September 2002. He has been the Chief Tax Counsel for various affiliates of Mr. Icahn since April 2002. From March 2000 through March 2002, Mr. Bleznick was a partner in the New York City office of the law firm of DLA Piper, formerly known as Piper Rudnick LLP. Mr. Bleznick received a B.A. in Economics from the University of Cincinnati, a J.D. from The Ohio State University College of Law and an LL.M. in Taxation from the New York University School of Law.

Merger Sub

The sole member of Merger Sub is Parent. Keith Cozza is the President and Secretary, and Jordan Bleznick is the Vice President/Taxes of Merger Sub.

Barberry

Carl C. Icahn – Chairman of the Board; President

Keith Cozza – Secretary; Treasurer

High River

Hopper Investments LLC – General Partner

Hopper

Barberry Corp. – Member

Koala

Koala Holding GP Corp. – General Partner

Koala GP

Carl C. Icahn – Chairman of the Board; President

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OTHER BUSINESS

As of the date of this proxy statement, the Board knows of no matters that will be presented for consideration at the special meeting other than the matters described in this proxy statement. The persons named as proxies will vote the proxies, insofar as they are not otherwise instructed, regarding such other matters and the transaction of such other business as may be properly brought before the meeting, as seems to them to be in the best interest of our company and our stockholders.

PROVISIONS FOR UNAFFILIATED STOCKHOLDERS

No provision has been made (i) to grant the Company’s unaffiliated common stockholders or the Company’s unaffiliated preferred stockholders access to the corporate files of the Company, any other party to the merger or any of their respective affiliates, or (ii) to obtain counsel or appraisal services at the expense of the Company, any other such party or affiliate.

STOCKHOLDER PROPOSALS FOR THE 2019 ANNUAL MEETING

If the merger is consummated, we will not have public stockholders and there will be no public participation in any future meeting of stockholders. However, if the merger is not completed, we expect to hold an annual meeting of stockholders in 2019, which we refer to as the “2019 Annual Meeting.”

The deadline to receive stockholder proposals under Rule 14a-8 of the Exchange Act to be considered for inclusion in the Company’s 2019 proxy statement for the 2019 Annual Meeting was December 24, 2018 (which is 120 calendar days before the date the Company’s proxy statement was released to stockholders in connection with the prior year’s annual meeting of stockholders). If the date of the 2019 Annual Meeting is changed by more than 30 days from the anniversary date of the previous year’s annual meeting on June 14, 2018, then the deadline will be a reasonable time before we begin to print and mail proxy materials for the 2019 Annual Meeting. Upon receipt of any such proposal, we will determine whether or not to include such proposal in the proxy statement and proxy in accordance with regulations governing the solicitation of proxies.

In addition, if the Company receives notice of a stockholder proposal after March 16, 2019 (which is 90 days prior to the first anniversary of the preceding year’s annual meeting), it will be considered untimely pursuant to the Company’s By-Laws and Rule 14a-4(c) under the Exchange Act, and the persons named in the proxies solicited by the Board for the 2019 Annual Meeting may exercise discretionary voting power with respect to the proposal. If the date of the 2019 Annual Meeting is changed by more than 30 days from the date of the 2018 annual meeting, written notice of a stockholder proposal must be received by the Company no later than the later of the 90th day prior to the 2019 Annual Meeting or the 15th day following the day on which public announcement of the date of such meeting is made, in order to be considered timely pursuant to the Company’s By-Laws and Rule 14a-4(c) under the Exchange Act.

The Board of Directors of the Company will consider stockholder nominations for directors timely given in writing to the Company prior to the 2019 Annual Meeting. To be timely, the stockholder’s nomination must be delivered within the time permitted for submission of a stockholder proposal as described in the Company’s proxy statement for the 2018 annual meeting and filings with the SEC, and in the manner described therein.

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HOUSEHOLDING OF PROXY MATERIALS

If you and other residents at your mailing address own shares of our common stock in “street name,” your broker or bank should have notified you that your household will receive only one set of proxy materials. This practice is known as “householding.” Unless you responded that you did not want to participate in householding, you may have been deemed to have consented to the process. Householding benefits both you and Voltari because it reduces the volume of duplicate information received at your household and helps Voltari reduce expenses and conserve natural resources.

Stockholders of record who have the same address will receive only one copy of the proxy materials if each person in the household has previously consented to receiving only a single set of the Company’s proxy materials. Upon written or oral request, we will deliver promptly a copy of the proxy materials to any shareholder that elects not to participate in householding. If you would like to receive your own set of the Company’s proxy materials for the special meeting or in the future, or if you share an address with another Voltari stockholder and together both of you would like to receive only a single set of the Company’s proxy materials, please contact:

D.F. King & Co., Inc. (our proxy solicitor)

48 Wall Street, 22nd Floor

New York, New York 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Call Toll-Free: (877) 297-1746

Email: VLTC@dfking.com

OR

Voltari Corporation

767 Fifth Avenue, Suite 4700

New York, New York 10153

Phone: (212) 388-5500

The request must be made by each person in the household. The revocation of your consent to householding will be effective 30 days following its receipt.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company, which you can access at http://www.sec.gov. The Company’s SEC filings are also available in electronic format to the public from commercial document retrieval services, and you can also review the Company’s SEC filings on its web site at www.Voltari.com. Information included on the Company’s website is not a part of this proxy statement.

The SEC allows the Company to “incorporate by reference” information into this proxy statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except for any information superseded by information contained directly in this proxy statement. This proxy statement incorporates by reference the documents described below that the Company has previously filed with the SEC, as well as the annexes to this proxy statement. These documents contain important information about the Company and its financial condition.

The following documents listed below that the Company has previously filed with the SEC are incorporated by reference:

With the mailing of this proxy statement to our stockholders, we are also including copies of our 2018 10-K, our 2018 10-K/A and [●].

All documents that the Company files pursuant to Sections 13(a), 13(c), 14 or 15(d) under the Exchange Act from the date of this proxy statement to the date on which the special meeting is held, including any adjournments or postponements, shall also be deemed to be incorporated by reference in this proxy statement. Notwithstanding anything herein to the contrary, any information furnished under Item 2.02 or Item 7.01 of the Company’s Current Reports on Form 8-K and any other information which is furnished, but not filed with the SEC, is not incorporated herein by reference.

You may obtain any of the documents incorporated by reference from the SEC’s internet website described above. Documents incorporated by reference in this proxy statement are also available from the Company without charge, excluding all exhibits unless specifically incorporated by reference in such documents. Stockholders may obtain documents incorporated by reference in this proxy statement upon written or oral request to the Company’s legal counsel at Brown Rudnick LLP, Attention: James Bedar, One Financial Center, 18th Floor, Boston, MA 02111, or by telephone at (617) 856-8167. If you would like to request documents, please do so no later than five business days prior to the date of the special meeting, or no later than [●], 2019 to receive them before the special meeting. If you request any incorporated documents, the Company will strive to mail them to you by first-class mail, or another equally prompt means, within one business day of receipt of your request.

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You should rely only on the information contained in this proxy statement, including the annexes attached hereto or the information incorporated by reference herein, to vote your shares at the special meeting of Company stockholders. The Company has not authorized anyone to provide you with information that differs from that contained in this proxy statement. This proxy statement is dated [●], 2019. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement to stockholders shall not create any implication to the contrary.

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Call Toll-Free: (877) 297-1746

Email: VLTC@dfking.com

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Annex A

Execution Version

AGREEMENT AND PLAN OF MERGER

among

VOLTARI CORPORATION,

STARFIRE HOLDING CORPORATION

and

VOLTARI MERGER SUB LLC

DATED AS OF MARCH 22, 2019

TABLE OF CONTENTS

A-i

Exhibit A – Form of Certificate of Incorporation of Surviving Corporation

Exhibit B – Form of By-laws of Surviving Corporation

Company Disclosure Letter

A-ii

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this “Agreement”), is dated as of March 22, 2019, among Voltari Corporation, a Delaware corporation (the “Company”), Starfire Holding Corporation, a Delaware corporation (“Parent”), and Voltari Merger Sub LLC, a Delaware limited liability company (“Merger Sub”).

RECITALS

WHEREAS, as of the date hereof, High River and Koala, each of which is an Affiliate of Parent, collectively own (i) 4,739,620 Shares, representing approximately 52.7% of the issued and outstanding Shares (such Shares, together with any Shares owned by Parent, Merger Sub or any of their respective Subsidiaries or Affiliates, the “Parent Shares”), and (ii) 1,147,388 Series J Preferred Shares, representing approximately 98.0% of the issued and outstanding Series J Preferred Shares (such Series J Preferred Shares, together with any Series J Preferred Shares owned by Parent, Merger Sub or any of their respective Subsidiaries or Affiliates, the “Parent Preferred Shares”);

WHEREAS, on December 7, 2018, High River, on behalf of itself and its Affiliates, delivered a letter to the board of directors of the Company regarding a potential acquisition of the Shares that they do not already own (the “Initial Proposal”);

WHEREAS, on February 19, 2019, High River, on behalf of itself and its Affiliates, delivered a revised letter to the board of directors of the Company regarding a potential acquisition of the Shares that they do not already own, which superseded the Initial Proposal (the “Second Proposal”);

WHEREAS, on February 25, 2019, High River, on behalf of itself and its Affiliates, delivered a further revised letter to the board of directors of the Company regarding a potential acquisition of the Shares that they do not already own, which superseded the Second Proposal (the “Third Proposal”);

WHEREAS, on March 5, 2019, High River, on behalf of itself and its Affiliates, delivered a further revised letter to the board of directors of the Company regarding a potential acquisition of the Shares that they do not already own, which superseded the Third Proposal (the “Final Proposal”);

WHEREAS, in addition to customary conditions, the consummation of the transaction contemplated by each of the proposals, including the Final Proposal, was conditioned upon the following non-waivable conditions (i) the approval of such transaction by a special committee consisting solely of independent directors (the “Special Committee”), and (ii) the approval of such transaction by a fully informed vote of holders of a majority of the Shares held by stockholders who are not affiliated with High River, Parent, Merger Sub or any of their respective Affiliates;

WHEREAS, each of the proposals, including the Final Proposal, indicated that the Series J Preferred Shares that are held by stockholders who are not affiliated with High River, Parent, Merger Sub or any of their respective Affiliates would be converted into the right to receive the Redemption Price for such Series J Preferred Shares upon the consummation of the transactions contemplated by such proposal;

WHEREAS, the board of directors of the Company established the Special Committee and authorized the Special Committee to, among other things, (i) freely select its own legal, financial and other advisors, (ii) review and evaluate the Initial Proposal (including whether to proceed with any such review or evaluation) and any proposals or offers related to a strategic transaction that are received by the Company in addition to the Initial Proposal, (iii) reject or approve the Initial Proposal and any proposals or offers related to a strategic transaction received by the Company in addition to the Initial Proposal, (iv) consider and pursue alternatives to the Initial Proposal and any proposals or offers related to a strategic transaction received by the Company in addition to the Initial Proposal, and (v) negotiate the terms and conditions of the Initial Proposal, any proposals or offers related to a strategic transaction received by the Company in addition to the Initial Proposal, and any alternatives thereto;

A-1

WHEREAS, the board of directors of the Company, upon the unanimous recommendation of the Special Committee, has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its common stockholders (other than Parent, Merger Sub and their respective Affiliates), (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) directed that this Agreement be submitted to the common stockholders of the Company at the Company Meeting, and (iv) recommended to such common stockholders that they adopt this Agreement;

WHEREAS, the board of directors of Parent and the sole member of Merger Sub have approved and declared advisable, this Agreement and the transactions contemplated hereby, including the Merger; and

WHEREAS, Parent, Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and this Agreement and to prescribe various conditions to the consummation of the Merger.

NOW, THEREFORE, in consideration of the foregoing, and of the representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE I

Definitions

1.1 Certain Defined Terms. For purposes of this Agreement, unless the context requires otherwise, the following terms shall have the following meanings:

“Acquisition Proposal” means (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any of its Subsidiaries, and (ii) any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the total voting power of any class of equity securities of the Company, or 15% or more of the consolidated total assets (including, without limitation, equity securities of its Subsidiaries) of the Company, in each case other than the transactions contemplated by this Agreement.

“Affiliate” when used with respect to any party shall mean any Person who is an “affiliate” of that party within the meaning of Rule 405 promulgated under the Securities Act. For purposes of this Agreement, the Company shall not be considered an Affiliate of High River, Koala, Parent, Merger Sub, or any of their respective Affiliates.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Bankruptcy and Equity Exception” means bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

“Book-Entry Shares” has the meaning set forth in Section 4.2(b).

“Business Day” means any day ending at 11:59 P.M. (eastern time) other than a Saturday or Sunday or a day on which banks are required or authorized to close in the City of New York.

“By-Laws” has the meaning set forth in Section 3.2.

“Certificates” has the meaning set forth in Section 4.2(b).

A-2

“Certificate of Merger” has the meaning set forth in Section 2.3.

“Change of Recommendation” has the meaning set forth in Section 7.2(b).

“Charter” has the meaning set forth in Section 3.1.

“Closing” has the meaning set forth in Section 2.2.

“Closing Date” has the meaning set forth in Section 2.2.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Board Recommendation” has the meaning set forth in Section 5.3(c).

“Company Certificate” means the Amended and Restated Certificate of Incorporation of the Company, dated as of February 8, 2013, as previously amended pursuant to the Certificate of Amendment, dated as of April 23, 2013, the Certificate of Amendment, dated as of September 5, 2014, and the Certificate of Amendment, dated as of September 16, 2015,

“Company Disclosure Letter” has the meaning set forth in the introductory paragraph to Article V.

“Company Meeting” has the meaning set forth in Section 2.4(a).

“Company Preferred Shares” means Series J Preferred Shares owned by the Company or any of its Subsidiaries.

“Company Shares” means Shares owned by the Company or any of its Subsidiaries.

“Company Stockholder Approval” means the adoption of this Agreement, and the approval of the transactions contemplated hereby, including the Merger, by the affirmative vote of at least a majority of the issued and outstanding Shares outstanding and entitled to vote thereon.

“Contract” means any material agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation.

“DGCL” has the meaning set forth in Section 2.1.

“Dissenting Preferred Shares” means Series J Preferred Shares as to which stockholders have validly submitted and not validly withdrawn or otherwise lost or failed to perfect a demand for appraisal rights pursuant to Section 262 of the DGCL.

“Dissenting Shares” means Shares as to which stockholders have validly submitted and not validly withdrawn or otherwise lost or failed to perfect a demand for appraisal rights pursuant to Section 262 of the DGCL.

“Dissenting Stockholder” has the meaning set forth in Section 4.2(f).

“DLLCA” has the meaning set forth in Section 2.1.

“Effective Time” has the meaning set forth in Section 2.3.

A-3

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Excluded Preferred Shares” means, collectively, (i) the Parent Preferred Shares, (ii) the Company Preferred Shares, and (iii) the Dissenting Preferred Shares.

“Excluded Shares” means, collectively, (i) the Parent Shares, (ii) the Company Shares, and (iii) the Dissenting Shares.

“Final Proposal” has the meaning set forth in the recitals to this Agreement.

“GAAP” means United States generally accepted accounting principles consistently applied.

“Governmental Entity” means any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity or self-regulatory organization.

“High River” means High River Limited Partnership, a Delaware limited partnership.

“Indemnified Parties” has the meaning set forth in Section 7.6(a).

“Initial Proposal” has the meaning set forth in the recitals to this Agreement.

“Koala” means Koala Holding LP, a Delaware limited partnership.

“Law” means any federal, state or local law, statute or ordinance, or any rule, regulation, judgment, order, writ, injunction or decree of any Governmental Entity.

“License” means any permit, license, certification, approval, registration, consent, authorization, franchise, variance, exemption or order issued or granted by a Governmental Entity.

“Lien” means any lien, charge, pledge, security interest, claim or other encumbrance.

“Material Adverse Effect” means a material adverse effect on the financial condition, business or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that any effect, to the extent resulting from any of the following, in and of itself or themselves, shall not constitute, and shall not be taken into account in determining whether there has been or will be, a Material Adverse Effect:

(A) changes in general economic, regulatory or political conditions or changes generally affecting the securities or financial markets;

(B) the compliance by the Company of its obligations under this Agreement, and any action taken by the Company (or the failure by the Company to take any action) at the written request or direction of Parent;

(C) the entry into, announcement or performance of this Agreement or the transactions contemplated hereby (including any loss of, or adverse change in, the relationship of the Company or any of its Subsidiaries with their respective lessees, suppliers or distributors) and any actions, suits, claims, hearings, arbitrations, investigations or other proceedings relating to or arising out of this Agreement or the transactions contemplated hereby by or before any Governmental Entity;

(D) any change in the market price or trading volume of securities of the Company, provided that this clause (D) will not exclude any underlying change, event, circumstance, development or effect that may have resulted in, or contributed to, a change in market price or trading volume;

A-4

(E) a material worsening of current conditions (whether in the United States or internationally) caused by an act of terrorism, war (whether or not declared), sabotage, military actions or the escalation thereof;

(F) changes or developments generally affecting real estate acquisition, financing and leasing activities;

(G) seasonal fluctuations in the revenues, earnings, or other financial performance of the Company to the extent generally consistent with prior years;

(H) any failure by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions, provided that this clause (H) will not exclude any underlying change, event, circumstance, development or effect that may have resulted in, or contributed to, any failure by the Company to meet such projections, forecasts or revenue or earnings predictions;

(I) a breach of the Agreement by Parent or Merger Sub; and/or

(J) any implementation or adoption after the date hereof by a Governmental Entity of or changes or prospective changes in, applicable Laws or accounting rules, including GAAP or interpretations thereof, or any changes or prospective changes in the interpretation or enforcement of the foregoing; except, with respect to clauses (A), (E), (F) and (J), to the extent such event has a materially disproportionate effect on the Company and its Subsidiaries taken as a whole compared to other companies operating in the commercial real estate acquisition, financing and leasing activities.

“Merger” has the meaning set forth in Section 2.1.

“Merger Sub” has the meaning set forth in the preamble to this Agreement.

“Merger Sub Membership Interest” has the meaning set forth in Section 6.5.

“Minority Approval” means the adoption of this Agreement, and the approval of the transactions contemplated hereby, including the Merger, by the affirmative vote of at least a majority of the issued and outstanding Shares, excluding Shares owned by Parent, Merger Sub or any of their respective Affiliates, outstanding and entitled to vote thereon at the Company Meeting.

“Order” has the meaning set forth in Section 8.1(c).

“OTC” means the OTCQB Venture Market of the OTC Markets Group.

“Outside Date” has the meaning set forth in Section 9.2(a).