UAP Holding, United Agri Products tender for 10¾% notes, 8¼% notes

By Jennifer Chiou

New York, May 3 - UAP Holding Corp. announced the start of a cash tender offer for any and all of its $125 million of 10¾% senior discount notes due 2012 and United Agri Products, Inc.'s $203.5 million of 8¼% senior notes due 2011.

The Greeley, Colo.-based maker of seeds and fertilizer said it will determine its payout for the 10¾% notes using the present value of $1,053.75 per $1,000 principal amount at maturity - the redemption price on Jan. 15, 2008, the notes' first call date - discounted using the yield to maturity of the 4.375% Treasury due Dec. 31, 2007 and 87.5 basis points.

For each $1,000 principal amount of 8¼% notes, the company said it will pay the present value of $1,041.25 - the redemption price on Dec. 15, their first call date - discounted using the yield to maturity on the 4.25% Treasury due Nov. 30, 2007 and 75 bps. United Agri Products will also pay accrued interest up to the payment date.

The payouts include a $20.00 consent payment for those who tender the holdings before the May 16 consent deadline.

The offers expire at 9 a.m. ET on June 1, unless extended.

The company said the offers are conditioned upon tenders from holders of a majority of each series of notes and United Agri Products replacing its existing $500 million revolving credit facility with a $675 million facility as well as entering into a new senior secured term loan facility for $175 million, whose borrowings will be used to fund the offers.

Credit Suisse Securities (USA) LLC is the dealer manager and consent solicitation agent (800 820-1653 or call collect 212 325-7596).

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

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