form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): August 12,
2009
STANDARD
PACIFIC CORP.
(Exact
Name of Registrant as Specified in Charter)
______
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Delaware
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1-10959
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33-0475989
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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26
Technology Drive, Irvine, California
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92618-2338
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(949)
789-1600
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement.
On August
12, 2009, Standard Pacific Corp. (the “Company”) entered
into an Eighth Amendment to Revolving Credit Agreement and Seventh
Amendment to Term Loan A Credit Agreement, by and among the Company, Bank of
America, N.A., (“Bank
of America”), as Administrative Agent for the Revolving Lenders and as
Administrative Agent for the Term A Lenders, and the Revolving Lenders and the
Term A Lenders signatory thereto (the “Amendment”). The
Amendment amended (i) the Revolving Credit Agreement, dated as of August 31,
2005 (as amended, the “Revolving Credit
Agreement”), among the Company, Bank of America, as Administrative Agent,
and the lenders party thereto and (ii) the Term Loan A Credit Agreement, dated
as of May 5, 2006 (as amended, the “Term Loan A Credit
Agreement”), among the Company, Bank of America, as Administrative Agent,
and the lenders party thereto.
Pursuant
to the Amendment, among other things, the Company (i) reduced the total
commitment under the Revolving Credit Agreement from $361.4 million to $50
million, with future extensions of credit under the Revolving Credit Agreement
being limited (subject to certain limited exceptions) to the issuance of letters
of credit, (ii) agreed to cash collateralize all letters of credit outstanding
from time to time under the Revolving Credit Agreement and (iii) paid down
the outstanding balance of term loans under the Term Loan A Credit Agreement
from $37.1 million to $3.7 million and shortened the maturity of the Term Loan A
Credit Agreement from May 5, 2011 to December 15, 2009.
In
addition, pursuant to the Amendment, the covenants contained in the Revolving
Credit Agreement and the Term Loan A Credit Agreement were modified to, among
other things, eliminate the negative covenants limiting liens, prepayment of
indebtedness, changes in the nature of business, pension plans, payment of
dividends, disposition of properties, investments, transactions with affiliates
and indebtedness. The liquidity test requiring the Company to
maintain either a minimum ratio of cash flow from operations to consolidated
home building interest incurred or a minimum interest reserve was also
eliminated and replaced with a financial covenant requiring the Company to
either (i) maintain either a minimum ratio of cash flow from operations to
consolidated homebuilding interest incurred, a minimum ratio of home building
EBITDA to consolidated home building interest incurred or a maximum ratio of
combined net home building debt to consolidated tangible net worth or (ii) pay a
fee equal to 50 basis points per quarter (the “Financial Covenant
Fee”) on the outstanding principal amount of the loans under the Term
Loan A Credit Agreement and prepay, on a quarterly basis, an aggregate principal
amount of $7.5 million of the loans outstanding under the Term Loan A Credit
Agreement and the Company’s Term Loan B Credit Agreement referred to
below. The event of default relating to the prepayment of
subordinated debt was also eliminated from the Revolving Credit Agreement and
the Term Loan A Credit Agreement. In addition, pursuant to the
Amendment, the Revolving Credit Agreement was amended to add an event of default
relating to the maintenance of cash collateral securing outstanding letters of
credit under the Revolving Credit Agreement, as well as to add certain
additional events of default relating to subsidiaries of the Company that have
pledged cash to secure such letters of credit, including, among other things,
events of default relating to bankruptcy and insolvency events, dissolutions,
liquidations and sales of assets of such subsidiaries.
The
Amendment also makes certain other technical amendments to the Revolving Credit
Agreement and the Term Loan A Credit Agreement.
As a
result of the Amendment and pursuant to the Term Loan B Credit
Agreement, dated as of May 5, 2006 (as amended, the “Term Loan B Credit
Agreement”), among the Company, Bank of America, as Administrative Agent,
and the lenders party thereto, the representations and warranties, covenants and
events of default under the Term Loan B Credit Agreement corresponding to the
representations and warranties, covenants and events of default under Revolving
Credit Agreement and the Term Loan A Credit Agreement were automatically amended
to conform to those set forth in the Revolving Credit Agreement and the Term
Loan A Credit Agreement after giving effect to the Amendment.
We have
also proposed that certain additional changes be made to the Term Loan B Credit
Agreement to make the financial covenant more restrictive in future periods, and
to require payment of the Financial Covenant Fee on the outstanding principal
amount of the loans under the Term Loan B Credit Agreement in the event the
Company does not comply with the financial covenant. The lenders
under the Term Loan B Credit Agreement will have a period of 15 business days
from the date such changes are proposed to the lenders to object to these
additional changes, and such additional changes will not become effective unless
lenders holding in excess of 66-2/3% of the aggregate principal amount of the
loans outstanding under the Term Loan B Credit Agreement do not object to
them.
The
description of the Amendment set forth herein does not purport to be complete
and is qualified in its entirety by the provisions of the Amendment, which is
filed herewith as Exhibit 10.1 and is incorporated herein by reference. A
Notice of Revolver and Term A Amendment, dated August 12, 2009, is attached
hereto as Exhibit 10.2 and incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit Number
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Description
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10.1
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Eighth
Amendment to Revolving Credit Agreement and Seventh Amendment to Term Loan
A Credit Agreement, effective as of August 12, 2009, by and among the
Company, Bank of America, N.A., as Administrative Agent for the Revolving
Lenders and as Administrative Agent for the Term A Lenders, and the
Revolving Lenders and the Term A Lenders signatory
thereto.
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10.2
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Notice
of Revolver and Term A Amendment, dated August 12,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: August
12, 2009
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STANDARD
PACIFIC CORP.
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By:
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/s/
JOHN M. STEPHENS
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John
M. Stephens
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Senior
Vice President and
Chief
Financial Officer
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Exhibit Number
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Description
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10.1
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Eighth
Amendment to Revolving Credit Agreement and Seventh Amendment to Term Loan
A Credit Agreement, effective as of August 12, 2009, by and among the
Company, Bank of America, N.A., as Administrative Agent for the Revolving
Lenders and as Administrative Agent for the Term A Lenders, and the
Revolving Lenders and the Term A Lenders signatory
thereto
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10.2
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Notice
of Revolver and Term A Amendment, dated August 12,
2009.
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