United Agri Products, Inc. Sets Pricing of Tender Offer Consideration for Its 8 1/4% Senior Notes Due 2011.Business Editors GREELEY, Colo.--(BUSINESS WIRE)--May 10, 2004 United Agri Products, Inc. ("United Agri Products") announced today the pricing of its previously announced offer to purchase for cash any and all of its outstanding $225,000,000 principal amount of 8 1/4% Senior Notes due 2011 (the "8 1/4% Notes"). As previously announced, the total consideration to be paid for tendered and accepted 8 1/4% Notes (the "Total 8 1/4% Note Consideration") is a blended price blended price The weighted average price paid to shareholders in a two-tier tender offer. For example, if 60% of shares are purchased for $20 each and the remaining 40% of shares are acquired for $15 each, the blended price is (.60)$20 + (.40)$15, or $18. based on -- $1,082.50; and -- the present value of future cash flows up to and including December 15, 2007, based on the assumption that the 8 1/4% Notes will be redeemed in full at $1,041.25 per principal amount on such date, discounted at a rate equal to 137.5 basis points over the yield to maturity on the 3.00% U.S. Treasury U.S. Treasury Created in 1798, the United States Department of the Treasury is the government (Cabinet) department responsible for issuing all Treasury bonds, notes and bills. Some of the government branches operating under the U.S. Treasury umbrella include the IRS, U.S. Note due November 15, 2007 (the "8 1/4% Note Reference Security"). UBS UBS Union Bank of Switzerland UBS United Bible Societies UBS United Blood Services UBS United Buying Service UBS Used Bookstore UBS University Business Services UBS Universal Building Society (UK) UBS Ulaanbaatar Broadcasting System Investment Bank, the dealer manager for the tender offer and consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with , has calculated that the yield to maturity on the 8 1/4% Note Reference Security as of 2:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on May 7, 2004 was 3.438%. Based on an assumed payment date of May 28, 2004, the Total 8 1/4% Note Consideration to be paid for each $1,000 principal amount of tendered and accepted 8 1/4% Notes would be $1,123.56, of which $20.00 is a consent payment payable only to holders who validly tender the Notes and deliver consents by 5:00 p.m., New York City Time, on May 10, 2004, unless extended (the "Consent Payment Deadline"). The tender offer will expire at 9:00 a.m., New York City Time, on May 24, 2004, unless extended or earlier terminated (the "Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. "). In the event that the Expiration Date is extended, new pricing terms may be determined. Information regarding the pricing, tender and delivery procedures and conditions to the tender offers and consent solicitations relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the 8 1/4% Notes and all of the outstanding $125,000,000 principal amount at maturity of 10 3/4% Senior Discount Notes due 2012 (the "10 3/4% Discount Notes" and, together with the 8 1/4% Notes, the "Notes") issued by UAP UAP Unstable Angina Pectoris UAP United Agri Products UAP User Account Protection (Microsoft Vista) UAP University Affiliated Program UAP Unlicensed Assistive Personnel UAP Universidad Adventista Del Plata Holding Corp. ("UAP Holdings" and, together with United Agri Products, the "Companies" and each a "Company") are contained in the Offer to Purchase and Consent Solicitation Statement dated April 26, 2004, as supplemented by the Supplement thereto dated May 6, 2004, and the accompanying Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and Consent (the "Offer Documents"). UBS Investment Bank is acting as dealer manager for the tender offers and consent solicitations. MacKenzie Partners, Inc. is acting as information agent. Questions about the tender offers may be directed to the Liability Management Group of UBS Investment Bank at (888) 722-9555 x4210 (toll free) or (203) 719-4210 (collect), or to MacKenzie Partners, Inc. at (212) 929-5500 (collect) or (800) 322-2885 (toll free). Copies of the Offer Documents and other related documents may be obtained from the information agent. The tender offers and consent solicitations are being made solely on the terms and conditions set forth in the Offer Documents. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Companies. It also is not a solicitation of consents to the proposed amendments to the related indentures and registration rights agreements. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent. About the Companies UAP Holdings is a holding company with no significant assets or operations other than the ownership of 100% of the stock of United Agri Products. United Agri Products is the largest private distributor of agricultural and non-crop inputs in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and Canada. It markets a comprehensive line of products including crop protection chemicals, seeds and fertilizers to growers and regional dealers. In addition, as part of its product offering, United Agri Products provides a broad array of value-added services including crop management, biotechnology advisory services advisory services advisory services provided to the public, in their capacity as owners and managers of animals, are an important part of veterinary science. They may be provided by government bureaux, by commercial companies who deal in pharmaceuticals or animals or animal , custom blending, inventory management and custom applications of crop inputs. United Agri Products maintains a comprehensive network of approximately 350 distribution and storage facilities and five formulation and blending plants, strategically located throughout the United States and Canada. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement Certain statements in this press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements are based on each Company's current expectations and involve risks and uncertainties that could cause the Companies' actual results to differ materially from those set forth in the statements. The Companies can give no assurance that such expectations will prove to be correct. Factors that could cause the Companies' results to differ materially from current expectations include: general economic and business conditions, industry trends, raw material costs and availability, changes in demand for their products, actions of their competitors and the additional factors and risks contained in the Companies' Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 7, 2004. |
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