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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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FORM 8-K

 

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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 31, 2005

 

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STANDARD PACIFIC CORP.

(Exact Name of Registrant as Specified in Charter)

 

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Delaware		1-10959		33-0475989
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

15326 Alton Parkway Irvine, California		92618
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (949) 789-1600

 

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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 1.01 Entry into Material Definitive Agreement.

 

On August 31, 2005, the Company entered into an unsecured revolving credit facility (the “Facility”) with Bank of America, N.A., and the several other lenders named therein. The Facility replaces the Revolving Credit Facility the Company entered into with Bank of America, N.A. and the several other lenders named therein on May 12, 2004. The Facility, which matures on August 31, 2009, provides for total lending commitments of $925 million. In addition, the Facility contains provisions allowing the Company, at its option, to increase the total aggregate commitment under the credit facility up to $1.1 billion, subject to certain conditions, including the availability of additional bank lending commitments.

 

The credit facility contains financial covenants, including the following:

 

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a covenant that, as of June 30, 2005, requires us to maintain not less than $1.136 billion of consolidated tangible net worth (which amount is subject to increase over time based on subsequent earnings and proceeds from equity offerings);

 

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a leverage covenant that prohibits our total leverage ratio from exceeding 2.25 to 1.0;

 

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an unsold land covenant that prohibits our ratio of unsold land to adjusted consolidated tangible net worth from being in excess of 1.60 to 1.0; and

 

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an interest coverage covenant that prohibits our ratio of homebuilding EBITDA to consolidated homebuilding interest incurred for any period consisting of the preceding four consecutive fiscal quarters from being less than 1.75 to 1.0.

 

The facility also limits, among other things, our investments in joint ventures, the amount of dividends we can pay and the amount of our common stock we can repurchase. These covenants, as well as a borrowing base provision, limit the amount we may borrow or keep outstanding under the credit facility and from other sources.

 

Item 1.02 Termination of a Material Definitive Agreement.

 

The information set forth in Item 1.01 above is incorporated by reference into this Item 1.02.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 31, 2005

 

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EXHIBIT INDEX

 

EXHIBIT NUMBER		DESCRIPTION
10.1		Revolving Credit Agreement, dated as of August 31, 2005, by and among Standard Pacific Corp, Bank of America, N.A., and the several lenders named therein.