IRVINE, Calif., Sept. 10, 2009 /PRNewswire-FirstCall/ -- Standard Pacific Corp. (NYSE: SPF) (the "Company") today announced the commencement of cash tender offers for its 6 1/2% Notes due August 15, 2010 (the "2010 Notes"), 6 7/8% Notes due May 15, 2011 (the "2011 Notes") and 7 3/4% Notes due March 15, 2013 (the "2013 Notes," and collectively with the 2010 Notes and 2011 Notes, the "Notes"), for an aggregate consideration of up to $175,000,000 (the "Maximum Payment Amount"), plus accrued and unpaid interest (each offer, a "Tender Offer," and collectively, the "Tender Offers"), provided that the Company will purchase only up to $50,000,000 in principal amount of validly tendered 2013 Notes. The Tender Offer for the 2010 Notes includes a consent solicitation for the amendment of the supplemental indenture governing the 2010 Notes to modify or remove certain restrictive covenants (such solicitation, the "Consent Solicitation"). The Tender Offers are scheduled to expire at 11:59 p.m., New York City time, on October 7, 2009, unless extended by the Company or a Tender Offer is earlier terminated (such date and time, as it may be extended, the "Expiration Time").

The Tender Offers and the Consent Solicitation are being made upon the terms and conditions in an offer to purchase dated September 10, 2009 (the "Offer to Purchase"), which sets forth a more detailed description of the Tender Offers and the Consent Solicitation. The purpose of the Tender Offers is to lengthen the maturity profile of the Company's indebtedness, while the Consent Solicitation is intended to permit the Company greater flexibility in operating its business.

Holders of Notes that are accepted for purchase by the Company pursuant to the applicable Tender Offer will receive the applicable consideration specified in the table below. Those holders who validly tender their Notes at or prior to 5:00 p.m., New York City time, on September 23, 2009 will receive the applicable "Total Consideration," being the sum of the "Tender Offer Consideration" and the "Early Tender Premium," each as specified in such table. Those holders who validly tender their Notes after such date and prior to the Expiration Time will receive only the applicable "Tender Offer Consideration."

The following table sets forth some of the primary terms of the Tender Offers, including the numerical order of priority in which the Maximum Payment Amount will be applied to purchase each series of the Notes in the Tender Offers.

                                      Dollars per $1,000 Principal
                                            Amount of Notes
                                  ---------------------------------
                       Principal                  Early             Acceptance
    Title of  CUSIP     Amount    Tender Offer   Tender      Total    Priority
    Security  Number  Outstanding Consideration  Premium Consideration  Level
    --------  ------  ----------- -------------  ------- -------------  -----
    2010
     Notes  85375CAS0 $148,468,000    $990         $30      $1,020        1
    2011
     Notes  85375CAN1 $170,597,000    $970         $30      $1,000        2
    2013
     Notes  85375CAL5 $125,000,000    $870         $30       $900         3

In accordance with the "Acceptance Priority Levels" specified in the table above, subject to the satisfaction or waiver of conditions to the Tender Offers, all 2010 Notes validly tendered and not validly withdrawn at the Expiration Time will be accepted for purchase before any 2011 Notes or 2013 Notes are accepted for purchase, and all validly tendered and not validly withdrawn 2011 Notes will be accepted for purchase before any 2013 Notes are accepted for purchase. Because the Maximum Payment Amount exceeds the cost of purchasing all outstanding 2010 Notes, all 2010 Notes validly tendered and not validly withdrawn will be accepted for purchase if the Tender Offer for the 2010 Notes is consummated.

To the extent less than the entire validly tendered principal amount of the 2011 Notes or the 2013 Notes is accepted for purchase by the Company upon the consummation of the Tender Offers, the purchase will be prorated, meaning that the Company will purchase from each holder a portion of the principal amount of such series of Notes validly tendered by such holder equal to the percentage of the aggregate principal amount of that series of Notes validly tendered by all holders that the Company will purchase.

Tendered Notes may be withdrawn from the applicable Tender Offer at or prior to, but not after, 5:00 p.m., New York City time, on September 23, 2009.

The Company may change the Maximum Payment Amount at any time, with the result that a greater or lesser amount of the 2011 Notes or 2013 Notes may be accepted for purchase.

The obligation of the Company to accept for payment and to pay for the Notes in any of the Tender Offers is subject to the satisfaction or waiver of several conditions, including the receipt by the Company of net proceeds from a concurrent private placement of senior notes of not less than $175,000,000. Any condition may be waived by the Company with respect to any one or more of the Tender Offers.

In connection with the Tender Offer for the 2010 Notes, the Company is simultaneously soliciting consents for the amendment of the supplemental indenture governing the 2010 Notes. A valid tender of 2010 Notes constitutes a grant of consent to the proposed amendments, which would modify or remove certain restrictive covenants applicable to the Company. The proposed amendments will become operative only if holders of a majority in principal amount of 2010 Notes grant consent. The Tender Offer for the 2010 Notes is not conditioned on the proposed amendments being approved.

The Company has retained Citi to serve as dealer manager in connection with the Tender Offers and the Consent Solicitation (the "Dealer Manager"). 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 Solicitation, please contact the Dealer Manager at (800) 558-3745 (toll free). Requests for documents and questions regarding the Tender Offers and the Consent Solicitation may be directed to Global Bondholder Services Corporation at (212) 430-3774 (collect) or (866) 470-3900 (toll free).

The Offer to Purchase is expected to be distributed to holders beginning today. The complete terms and conditions of the Tender Offers and the Consent Solicitation are described in the Offer to Purchase, copies of which may be obtained at no charge from Global Bondholder Services Corporation.

None of the Company, its board of directors, the Dealer Manager, 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 Solicitation. Holders must make their own decision as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.

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 Solicitation are being made solely by the Company's Offer to Purchase. The full details of the Tender Offers, including complete instructions on how to tender Notes, will be included in the Offer to Purchase. Holders of the Notes are strongly encouraged to read carefully the Offer to Purchase because it will contain important information.

About Standard Pacific Corp.

Standard Pacific Corp., one of the nation's largest homebuilders, has built more than 108,000 homes during its 43-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. The Company provides mortgage financing and title services to its homebuyers through its subsidiaries and joint ventures, Standard Pacific Mortgage, Inc. and SPH Title. For more information about the Company and its new home developments, please visit our website at: http://www.standardpacifichomes.com.

Forward-Looking Statements

This press release contains forward-looking statements, including our statements regarding the Tender Offers and the Consent Solicitation and the concurrent private placement of senior notes. 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 news release. Actual events or results might differ materially from these statements due to risks and uncertainties. The Company cannot be certain that the Tender Offers or the concurrent private placement of senior notes discussed above 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, 2008 and subsequent Quarterly Reports on Form 10-Q.

    Contact:
    John Stephens                 Lloyd McKibbin
    SVP & CFO                     SVP & Treasurer
    (949) 789-1641                (949) 789-1603
    jstephens@stanpac.com         lmckibbin@stanpac.com

SOURCE Standard Pacific Corp.