Source: Company Press Release
 
IRVINE, Calif., May 27, 2008 Standard Pacific Corp. (NYSE: SPF) today announced that it has entered into a definitive agreement with MatlinPatterson Global Advisers LLC, on behalf of its affiliated funds, under which MatlinPatterson is committed to invest in aggregate more than $530 million in equity in Standard Pacific.
 
Under the agreement, MatlinPatterson will purchase approximately $381 million of a new series of senior convertible preferred stock representing 125 million shares of common stock at a conversion price of $3.05 per share. The conversion price equates to a premium of approximately 37% over the closing price of Standard Pacific's common stock on May 23, 2008. Upon receiving stockholder approval, the senior convertible preferred stock will convert into an equal amount of junior convertible preferred stock that is generally equivalent to common stock. Both series of preferred stock are subject to voting rights limitations.
 
In addition to its cash equity investment, MatlinPatterson will exchange approximately $128.5 million of the Company's senior and subordinated debt for warrants to acquire preferred stock representing 89.4 million shares of common stock at an exercise price of $4.10 per share.
 
The investment agreement includes customary closing conditions and is subject to completion of a satisfactory amendment to the Company's bank credit facilities. Subsequent to that event, the Company will commence a $152.5 million ($3.05 per share) transferable rights offering for 50 million common shares, in which stockholders of record will be eligible to participate on a pro-rata ownership basis. MatlinPatterson has agreed to purchase any unsubscribed shares in the rights offering.
 
"This capital infusion will strengthen our balance sheet, enhance our financial flexibility and provide funding for future growth opportunities. The transaction enables our existing shareholders to participate in the rights offering and benefit from the upside potential created by the investment," said Jeffrey V. Peterson, Standard Pacific's Chairman, CEO and President. "Through our exploration of alternatives, we have identified MatlinPatterson as the ideal partner to provide the Company with additional liquidity and operating flexibility. MatlinPatterson's investment demonstrates its confidence in Standard Pacific's management team and the Company's underlying value and growth potential. MatlinPatterson is a long-term investor committed to our Company's success."
 
David Matlin, Chief Executive Officer of MatlinPatterson, said, "In a difficult operating environment, Standard Pacific has a strong franchise and is well positioned for renewed profitability and success as conditions improve. We are pleased to partner with the talented management team and employees of Standard Pacific, to build on their long history as one of the nation's leading homebuilders."
 
The Company will call a special stockholder meeting to seek approval to authorize the issuance of the junior convertible preferred stock and to amend the Company's charter in order to increase the total share authorization and to remove certain anti-takeover provisions. Further details will be available in the Company's 8-K to be filed with the Securities and Exchange Commission (SEC).
 
Upon the purchase of the senior convertible preferred stock, Standard Pacific's Board of Directors will be expanded from eight members to 11, with the three new board members to be named by MatlinPatterson. Upon conversion of the senior convertible preferred stock, MatlinPatterson will be entitled to appoint additional board members, but MatlinPatterson's designees will not constitute a majority of directors on the board. All other members of the board will be elected by a majority vote of the common stockholders, excluding MatlinPatterson. Jeffrey Peterson will continue as Chairman, CEO and President of the Company.
 
Advisors
 
Gibson Dunn & Crutcher LLP is acting as legal advisor and Credit Suisse Securities (USA) LLC and Miller Buckfire & Co., LLC are acting as financial advisors to Standard Pacific. Bracewell & Giuliani LLP is acting as legal advisor and Broadpoint Capital, Inc. is acting as financial advisor to MatlinPatterson.