Press release from PR Newswire
Standard Pacific Corp. Announces Tender Offer for Any and All of its 7 3/4% Notes Due 2013; Redemption Planned to Follow
Tuesday, April 20, 2010
IRVINE, Calif., April 20, 2010 /PRNewswire-FirstCall/ -- Standard Pacific Corp. (NYSE: SPF) today announced the commencement of a cash tender offer (the "Tender Offer") for its 7 3/4% Notes due March 15, 2013 (the "Notes"). The Tender Offer will expire at 5:00 p.m., New York City time, on May 18, 2010 (the "Expiration Time"), unless extended. The Company is offering to purchase the Notes validly tendered at or prior to 5:00 p.m., New York City time, on May 3, 2010 (the "Early Tender Time"), for $1,015.00 per $1,000 principal amount, a premium of $2.08 above the redemption price of the Notes of $1,012.92 per $1,000 principal amount. If the conditions to the Tender Offer, including the financing condition, are satisfied at or prior to the Early Tender Time, promptly thereafter, the Company intends to accept for purchase, and pay for, the Notes validly tendered at or prior to the Early Tender Time. The Company is offering to purchase the Notes validly tendered between the Early Tender Time and the Expiration Time for $1,012.92 per $1,000 principal amount, and intends to accept for purchase, and pay for, such Notes, if any, promptly after the Expiration Time.
The Company also announced that, assuming the financing condition to the Tender Offer (discussed below) is satisfied, it intends to disseminate a notice of redemption to holders of the Notes on May 4, 2010. Upon dissemination of such redemption notice, any Notes remaining outstanding after consummation of the Tender Offer will become due and payable at the redemption price of $1,012.92 per $1,000 principal amount, pursuant to the terms of the indenture and supplemental indenture under which the Notes were issued. The Company intends to redeem the Notes and pay the aggregate redemption price to the trustee of the Notes on June 3, 2010. As a result, assuming the Tender Offer is consummated, and the unpurchased Notes are redeemed thereafter as planned, the Company expects that holders who tender their Notes in the Tender Offer will receive the consideration payable for their Notes before holders whose Notes are redeemed.
Holders whose Notes are purchased in the Tender Offer or are redeemed will also be entitled to accrued and unpaid interest on their Notes to, but not including, the date their Notes are purchased or redeemed, as applicable.
The Tender Offer is subject to the satisfaction or waiver of several conditions, including the receipt by the Company of net proceeds from a concurrent public offering of senior notes of the Company of not less than $125,000,000. The Company may waive or assert any condition to the Tender Offer, or elect not to redeem the Notes or to redeem only a portion of the Notes, in each case in its sole discretion.
The purpose of the Tender Offer and planned redemption of the Notes, together with the previously announced public offering of senior notes, is to lengthen the maturity profile of the Company's indebtedness.
The Tender Offer will be made upon the terms and conditions set forth in an Offer to Purchase dated April 20, 2010. Copies of the Offer to Purchase may be obtained at no charge from Global Bondholder Services Corporation, the depositary and information agent for the Tender Offer. Validly tendered Notes may not be withdrawn from the Tender Offer.
None of the Company, its board of directors, Global Bondholder Services Corporation, or the trustee with respect to the Notes is making any recommendation as to whether holders of the Notes should tender any Notes in the Tender Offer. Holders of the Notes 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, or the solicitation of an offer to sell, the Notes and does not constitute an offer to sell or the solicitation of an offer to buy the senior notes. The Tender Offer is being made solely by the Offer to Purchase. The full details of the Tender Offer, including complete instructions on how to tender the 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. Requests for documents and questions regarding the Tender Offer may be directed to Global Bondholder Services Corporation at (212) 430-3774 (collect) or (866) 470-4500 (toll free).
About Standard Pacific Corp.
Standard Pacific, one of the nation's largest homebuilders, has built more than 110,000 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.
This news release contains forward-looking statements regarding the Tender Offer, the financing of the purchase of the Notes through a concurrent public offering of senior notes, the Company's acceptance of the Notes for purchase and the timing thereof, the planned redemption of the Notes, and the expected timing of payment of consideration in the Tender Offer and redemption. There can be no guarantee the Tender Offer will be consummated or that unpurchased Notes will be redeemed thereafter. Forward-looking statements are based on our current expectations or beliefs regarding future events or circumstances, and you should not place undue reliance on these statements. Such statements involve known and unknown risks, uncertainties, assumptions and other factors many of which are out of the Company's control and difficult to forecast that may cause actual results to differ materially from those that may be described or implied. 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 news release, see the Company's Annual Report on Form 10-K for the year ended December 31, 2009 and its subsequent Quarterly Reports on Form 10-Q.
John Stephens, SVP & CFO (949) 789-1641, firstname.lastname@example.org
SOURCE Standard Pacific Corp.
For further information: John Stephens, SVP & CFO of Standard Pacific Corp., +1-949-789-1641, email@example.com