UAP, United Agri tender for 10¾% and 8¼% notes

New York, April 27 - UAP Holding Corp. said that it is offering to purchase for cash any and all of its outstanding $125 million principal amount at maturity of 10¾% senior discount notes due 2012 while UAP's wholly owned United Agri Products, Inc. subsidiary said it would purchase for cash any and all of its outstanding $225 million of 8¼% senior notes due 2011.

The companies are also soliciting noteholder consents to proposed indenture changes that would eliminate most of the restrictive covenants in the respective indentures and would eliminate the registration rights and liquidated damages provided for in the registration rights agreements applicable to the notes.

The companies set a consent deadline of May 7 and said the tender offers would expire at 9 a.m. ET on May 24, with both deadlines subject to possible extension.

UAP said the total consideration to be paid for tendered and accepted 10¾% notes will be $819.04 per $1,000 principal amount at maturity, including a $20 per $1,000 consent payment payable only to holders who validly tender their notes by the consent deadline.

United Agri Products - a Greeley, Colo.-based distributor of seeds and agricultural chemicals - said that total consideration to be paid for tendered and accepted 8¼% notes will be a blended price, based upon the $1,082.50 per $1,000 principal amount price at which United Agri Products could redeem a portion of the notes with the proceeds of an equity offering and the present value of future cash flows up to and including Dec. 15, 2007 - the first date on which the notes may be redeemed - based on the assumption that the notes will be redeemed in full at $1,041.25 per $1,000 principal amount on that date, discounted at a rate equal to 137.5 basis points over the yield to maturity on the 3 % U.S. Treasury Note due Nov. 15, 2007.

The total consideration on the 8¼% notes will include a $20 per $1,000 principal amount consent payment for holders tendering their notes by the consent deadline, and it will also include accrued but unpaid interest on the notes up to, but not including, the payment date.

Holders who tender either series of notes will be required to consent to the proposed indenture amendments and the registration rights agreement changes.

Holders tendering their notes after the consent deadline but before the offer expires will not receive the consent payment as part of their consideration.

UAP Holdings and United Agri Products both expect to pay for any of their respective notes purchased in same-day funds on a date promptly following the expiration of its tender offer and consent solicitation.

The tender offers are each conditioned on, among other things, the receipt by the company by the consent deadline of consents from the holders of at least a majority of the outstanding principal amount of the 8¼% notes and a majority of the outstanding principal amount at maturity of the 10¾% notes. The majority excludes any of the notes already owned by the companies or their affiliates.

They are also conditioned upon United Agri Products amending its existing revolving credit facility and entering into a new senior secured second-lien term loan facility, the net proceeds of which will be used to pay the consideration for the notes purchased in the tender, and upon consummation of UAP Holdings' offering of Income Deposit Securities, the net proceeds of which will be used, among other things, to pay the consideration for the Notes purchased in the tender offers.

UBS Investment Bank is dealer manager in connection with the tender offers and consent solicitations (call the Liability Management Group at 888 722-9555 x4210 or collect at 203 719-4210).

MacKenzie Partners, Inc. is the information agent (call collect at 212 929-5500 or toll-free at 800 322-2885).

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