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¶ – Release Delayed to: 4/14/10 ·Document/Exhibit Description Pages Size 1: S-4/A Amendment No. 1 to Form S-4 HTML 883K 5: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 12K 6: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 9K 2: EX-5.1 Opinion of Gibson, Dunn & Crutcher LLP HTML 25K 3: EX-21.1 Subsidiaries of Standard Pacific Corp. HTML 41K 4: EX-23.2 Consent of Ernst & Young LLP HTML 16K
| SEC Letter |
[Standard Pacific Corp. Letterhead]
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
| Attention: | Pamela Long, Assistant Director Sherry Haywood, Staff Attorney | |
| Re: | Standard Pacific Corp. Registration Statement on Form S-4 (File No. 333-162965) | |
Dear Ms. Long:
This letter is sent on behalf of Standard Pacific Corp., a Delaware corporation (the “Company”), in connection with the above referenced Registration Statement on Form S-4, as amended (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the Company’s proposed offer to exchange (the “Exchange Offer”) up to $280,000,000 aggregate principal amount of its new 10.750% Senior Notes due 2016 (the “New Notes”) for a like principal amount of its outstanding 10.750% Senior Notes due 2016 (the “Outstanding Notes”).
The Company is registering the Exchange Offer pursuant to the Registration Statement in reliance on the position enunciated by the staff of the Commission (the “Staff”) in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988), Morgan Stanley & Co., SEC No-Action Letter (June 5, 1991), and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). The Company has not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer will be acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer. In this regard, the Company will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any person using the Exchange Offer to participate in a distribution of the New Notes to be received in the Exchange Offer (1) cannot rely on the Staff’s position enunciated in the Exxon Capital SEC No-Action Letter or similar letters of the Staff and (2) must comply with registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.
Securities and Exchange Commission
Page 2
The Company will include in the transmittal letter or similar documentation to be executed by an Exchange Offer offeree in order to participate in the Exchange Offer the following provision:
If the Exchange Offer offeree is a broker-dealer holding Original Notes acquired for its own account as a result of market-making activities or other trading activities, it must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the New Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer.
In addition, the letter of transmittal or similar documentation to be executed by an Exchange Offer offeree may include a provision that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
Please do not hesitate to contact the undersigned with any questions or comments concerning this letter at (949) 789-1649.
Very truly yours,
/s/ John P. Babel
Senior Vice President, General Counsel and Secretary
| cc: | Michelle Hodges, Gibson, Dunn & Crutcher LLP |
| This ‘S-4/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 12/8/09 | None on these Dates | ||
| Filed on: | 12/7/09 | |||
| 7/2/93 | ||||
| List all Filings | ||||