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Standard Pacific Corp. Announces Pricing Of Convertible Senior Notes Due 2032 And 12.5 Million Shares Of Common Stock And Increases Notes Offering To $220 Million

IRVINE, Calif., July 31, 2012 /PRNewswire/ -- Standard Pacific Corp. (NYSE: SPF) today announced the pricing of its previously announced public offering of convertible senior notes due 2032 and the increase of the offering size to $220 million aggregate principal amount.  The Company also granted to the underwriters of the notes offering an option to purchase up to an additional $33.0 million aggregate principal amount of notes solely to cover over allotments.  J.P. Morgan, Citigroup, Credit Suisse and BofA Merrill Lynch are acting as joint book-running managers for the notes offering. 

The notes will pay interest semi-annually in arrears at a rate of 1.25% per year and will mature in 2032, unless earlier redeemed, repurchased or converted.  The notes are convertible into shares of the Company's common stock at an initial conversion rate of 123.7662 shares per $1,000 principal amount of notes, which is equal to a conversion price of approximately $8.08 per share, subject to adjustment in certain circumstances.  The notes will be guaranteed on a senior unsecured basis by certain of the Company's subsidiaries that have guaranteed the Company's outstanding notes. 

The Company may not redeem the notes prior to August 5, 2017. On or after August 5, 2017 and prior to the maturity date, the Company may redeem for cash all or part of the notes at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued but unpaid interest (including additional interest, if any) to, but excluding, the redemption date. On each of August 1, 2017, August 1, 2022 and August 1, 2027, holders of the notes may require the Company to purchase all or any portion of their notes for cash at a price equal to 100% of the principal amount of the notes to be repurchased, plus accrued but unpaid interest (including additional interest, if any) to, but excluding, the repurchase date.

The Company also announced the pricing of the concurrent public offering by the Company of 12.5 million shares of its common stock, at a public offering price of $5.67 per share, resulting in gross proceeds of approximately $70.9 million, before deducting underwriting discounts and commissions and other estimated offering expenses.  The Company granted to the underwriters of the common stock offering an option to purchase up to an additional 1.875 million shares of common stock solely to cover over allotments.  J.P. Morgan, Citigroup, Credit Suisse and BofA Merrill Lynch are also acting as joint book-running managers for the common stock offering.

The Company intends to use the net proceeds of the notes offering and the concurrent common stock offering for general corporate purposes, including land acquisition and development, home construction, and other related purposes.  The closing of the notes offering and common stock offering are expected to occur on August 6, 2012, subject to customary closing conditions. Neither the notes offering nor the common stock offering will be conditioned upon consummation of the other. 

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