• 04.02.1999, 10:54:22
  • /
  • OTS0102

WorldPort Communications Completes $40 Million Equity Financing / New Capital to Accelerate Global Network Expansion and Market Penetration=

ATLANTA (ots-PRNewswire) - WorldPort Communications, Inc. (Nasdaq:
WRDP) announced today that on January 25, 1999, The Heico Companies,
LLC completed its $40 million equity investment in WorldPort. The
Heico Companies, LLC owns and operates a diversified portfolio of
companies. In the transaction, Heico acquired 1,132,824 shares of
WorldPort's Series C Convertible Preferred Stock for an aggregate
purchase price of $40 million and received an option to acquire up to
283,206 additional shares of Series C Convertible Preferred Stock for
$10 million.

In connection with the transaction, WorldPort increased the size
of its Board of Directors to eight members and appointed four
individuals designated by Heico to serve as directors. WorldPort also
amended its bylaws to provide that at least one of Heico's designees
and (except in the limited situation regarding certain proposed
refinancing of WorldPort's outstanding credit facility) one of the
directors who was not designated by Heico, must approve any action
put before the Board of Directors.

Holders of Series C Stock are entitled to vote with the holders of
common stock as one class. As a result of its equity investment,
Heico holds directly approximately 25.0% of the outstanding votes.
Further, by virtue of a Shareholder Agreement among Heico, WorldPort
and certain stockholders of WorldPort, together with its stock
purchase, Heico currently controls, with respect to certain matters,
including acquisitions, incurrence of debt and the issuance or sale
of equity securities, approximately 50.1% of WorldPort's outstanding
votes.

Heico may, at its option and without any payment of consideration,
convert its shares of Series C Convertible Preferred Stock into
shares of WorldPort's Common Stock at a conversion price of $3.25 per
share of Common Stock, receiving 10.865 shares of Common Stock for
each share of Series C Stock.

Proceeds from the equity investment are expected to be utilized to
further the deployment of WorldPort's global digital network of
terrestrial fiber optic cables, advanced switching facilities and
rights of use on undersea cables. WorldPort intends to use a portion
of the proceeds to commence the deployment of its Pan European
network that will connect major U.S. cities to key European cities
via WorldPort's regional gateway in the Netherlands and WorldPort's
transatlantic fiber optic capacity.

WorldPort Communications, Inc., headquartered in Atlanta, Georgia
(USA) is a provider of international long distance and Internet
services primarily to the Americas and Europe. The Company is
deploying a seamless global network to provide least-cost
interconnectivity and high capacity bandwidth products for voice,
data, video and Internet traffic to long distance carriers,
multi-national corporate customers, distributors and Internet service
providers. WorldPort is focused on providing customers a true
end-to-end solution by routing traffic through a seamless system of
undersea fiber-optic network cables, advanced circuit and packet
switches and high efficiency gateways in strategic markets worldwide.
WorldPort is expanding its global network through internal business
development, acquisitions and international strategic alliances. For
more information, please visit the WorldPort web site at
http://www.wrdp.com.

This press release includes statements that may constitute
forward-looking statements made pursuant to the safe harbor provision
of the Private Securities Litigation Reform Act of 1995. These
statements are subject to risks and uncertainties that could cause
actual results to differ materially from the forward looking
statements. Factors which would cause or contribute to such
differences include, but are not limited to factors detailed in the
Company's Securities and Exchange Commission filings.

ots Original Text Service: WorldPort Communications, Inc.
Internet: http://www.newsaktuell.de

Contact:

Phillip Magiera, Chief Financial Officer of WorldPort Communications,
Inc., 770-792-8735; or Retail: Jim Estrada, Joe Dorame, Brett Maas;
Analysts/Institutional: Joe Diaz; Media: Jeffrey Stanlis, of RCG
Capital Markets Group, Inc., 602-675-0400, for WorldPort
Communications, Inc.

Company News On-Call: http://www.prnewswire.com/comp/128371.html or
fax, 800-758-5804, ext. 128371

Web site: http://www.rcgonline.com

Web site: http://www.wrdp.com

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