Standard Pacific Corp. Announces Tender Offers for 2012, 2014 and 2015 Debt Securities

IRVINE, Calif., Nov. 23, 2010 /PRNewswire-FirstCall/ -- Standard Pacific Corp. (NYSE: SPF) today announced the commencement of cash tender offers for any and all of its 9 1/4% senior subordinated notes due April 15, 2012, 6 1/4% senior notes due April 1, 2014 and 7 % senior notes due August 15, 2015.  The tender offers include concurrent consent solicitations respecting indenture amendments that would modify or remove certain restrictive covenants in the supplemental indentures governing each series of notes.  The tender offers and consent solicitations expire at 11:59 p.m., New York City time, on December 21, 2010, unless extended by the Company or earlier terminated (as it may be amended, the "Expiration Time").

The tender offers and the consent solicitations are being made upon the terms and conditions in an Offer to Purchase and Consent Solicitation Statement, dated November 23, 2010.  

Holders of notes that are accepted for purchase by the Company pursuant to the tender offers will receive the consideration specified in the table below, plus accrued and unpaid interest to, but not including, the settlement date.

To receive the "Early Tender Fee" and "Consent Fee," and thus the "Total Consideration," holders must validly tender, and not withdraw, their notes at or prior to 5:00 p.m., New York City time, on December 6, 2010, unless such time is extended by the Company.  Tendered notes may be withdrawn from the applicable tender offer, and consents may be revoked in the related consent solicitation, at or before, but not after, such time, except as described in the Offer to Purchase and Consent Solicitation Statement.  A valid tender of notes in any tender offer constitutes a grant of consent to the proposed amendments in the related concurrent consent solicitation, and holders may not tender their notes without consenting to the proposed amendments; however, holders may deliver a separate consent to the proposed amendments without tendering their notes for purchase.  In order to be eligible to receive the Consent Fee, holders who consent without tendering their notes for purchase must deliver their consents at or prior to 5:00 p.m., New York City time, on December 6, 2010, unless such time is extended by the Company.  For the proposed amendments to be approved with respect to any series of notes, the holders of a majority in outstanding principal amount of such series of notes must consent to the amendments either by tendering their notes for purchase, and thereby granting consent to the proposed amendments, or separately delivering consents to the proposed amendments in the consent solicitations without tendering the related notes for purchase.

The proposed amendments will become effective with respect to a series of notes only if we accept for purchase and pay for all notes of such series that are validly tendered for purchase in the applicable tender offer at or prior to the Expiration Time, and pay the Consent Fee to all holders eligible to receive it in connection with the applicable consent solicitation.  The Company's obligation to accept for payment and to pay for the notes in any of the tender offers, and to accept and pay for any separately delivered consents, is subject to the satisfaction or waiver of a number of conditions, including the receipt by the Company of net proceeds from one or more proposed debt offerings of not less than the aggregate purchase price of the tendered notes (including the aggregate Early Tender Fee and Consent Fee payable in respect thereof), plus accrued and unpaid interest, payment of the aggregate Consent Fee in respect of separately delivered consents, and the amount necessary to consummate the Company's proposed repayment of its Term Loan B, including, in each case, related expenses, and the receipt of the requisite consents to approve the proposed amendments for each series of notes.  Any condition may be waived by the Company with respect to any one or more of the tender offers and consent solicitations.  In the event the Company successfully concludes the proposed debt offerings prior to the Expiration Time, the Company may elect, in its sole discretion, to purchase tendered notes and pay for consents prior to the Expiration Time (but in no event before the expiration of the right to withdraw tendered notes).

The Company has retained Citi, J.P. Morgan and Credit Suisse Securities (USA) LLC to serve as dealer managers in connection with the tender offers and as solicitation agents in connection with the consent solicitations (together, the "Dealer Managers").  Global Bondholder Services Corporation has been retained to serve as the depositary and to serve as information agent (the "Depositary and Information Agent").

For additional information regarding the terms and conditions of the tender offers and the consent solicitations, please contact Citi at (800) 558-3745 (toll free), J.P. Morgan at (800) 245-8812 (toll free) or Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free).  Requests for documents and questions regarding the tender offers and the consent solicitations may be directed to Global Bondholder Services Corporation at (212) 430-3774 (collect) or (866) 389-1500 (toll free).

The Offer to Purchase and Consent Solicitation Statement is expected to be distributed to holders beginning today.  The complete terms and conditions of the tender offers and the consent solicitations are described in the Offer to Purchase and Consent Solicitation Statement, copies of which may be obtained at no charge from Global Bondholder Services Corporation.  The Company reserves the right to amend the terms of any of the tender offers and consent solicitations or extend the applicable Expiration Time for any tender offer, in its sole discretion, at any time.

None of the Company, its board of directors, the Dealer Managers, the Depositary and Information Agent, or the trustee with respect to the notes is making any recommendation as to whether holders of the notes should tender any notes in response to any of the tender offers or grant consents in the consent solicitations.  Holders must make their own decision as to whether to tender any of their notes or grant consents to the proposed amendments and, if so, the principal amount of notes to tender or with respect to which to grant consents.

This press release is for informational purposes only and is not an offer to buy, the solicitation of an offer to sell or a solicitation of consents with respect to, any of the notes.  The tender offers and the consent solicitations are being made solely by the Company's Offer to Purchase and Consent Solicitation Statement.  The full details of the tender offers and consent solicitations, including complete instructions on how to tender notes and deliver separate consents, are included in the Offer to Purchase and Consent Solicitation Statement.  Holders of the notes are strongly encouraged to carefully read the Offer to Purchase and Consent Solicitation Statement because it contains important information.

About Standard Pacific Corp.

Standard Pacific, one of the nation's largest homebuilders, has built more than 112,000 homes during its 44-year history.  The Company constructs homes within a wide range of price and size targeting a broad range of homebuyers.  Standard Pacific operates in many of the largest housing markets in the country with operations in major metropolitan areas in California, Florida, Arizona, the Carolinas, Texas, Colorado and Nevada.  For more information about the Company and its new home developments, please visit our website at: www.standardpacifichomes.com.

Forward-Looking Statements

This press release contains forward-looking statements, including our statements regarding the tender offers and the consent solicitations, the proposed debt offerings and proposed repayment of our Term Loan B.  All forward-looking statements in this press release reflect the Company's current analysis of existing facts and information and represent the Company's judgment only as of the date of this press release.  Actual events or results might differ materially from these statements due to risks and uncertainties.  The Company cannot be certain when or if the tender offers and consent solicitations discussed above will be consummated, when or if the proposed debt offerings will be commenced, or if commenced, when or if they will be consummated, or whether the proposed repayment of the Term Loan B will be consummated.  The Company expressly disclaims any intent or obligation to update these forward-looking statements, except as required by law.  For a discussion of certain of the risks, uncertainties and other factors affecting the statements contained in this press release, see the Company's Annual Report on Form 10-K for the year ended December 31, 2009 and subsequent Quarterly Reports on Form 10-Q.

SOURCE Standard Pacific Corp.