MERITAGE HOMES CORPORATION (NYSE:MTH) Files An 8-K Entry into a Material Definitive Agreement

ITEM1.01

Completion of Offering of 5.125% Senior Notes due 2027

On June6, 2017, Meritage Homes Corporation, a Maryland
corporation (the Company), completed an offering of $300,000,000
aggregate principal amount of 5.125% Senior Notes due 2027 (the
2027 Notes) that are guaranteed (the Guarantees, and collectively
with the 2027 Notes, the Securities) by substantially all of the
Companys 50% owned subsidiaries (the Guarantors). The Securities
were offered to investors in a private placement in reliance on
Rule 144A and Regulation S under the Securities Act of 1933, as
amended (the Securities Act). The Securities have not been
registered under the Securities Act or any state securities laws
and may not be sold except in a transaction registered under, or
exempt from, the registration provisions of the Securities Act
and applicable state securities laws.

The Securities were issued to an Indenture dated June6, 2017
among the Company, the Guarantors and Wells Fargo Bank, National
Association, as trustee (the 2027 Indenture). The material terms
of the 2027 Notes and the 2027 Indenture are described below.

The 2027 Notes are the general unsecured obligations of the
Company. The 2027 Notes will rank senior in right to all future
obligations of the Company that are, by their terms, expressly
subordinated in right of payment to the 2027 Notes and pari passu
in right of payment with all existing and future unsecured
obligations of the Company that are not so subordinated. The 2027
Notes bear interest at 5.125%per annum, payable on June6 and
December6 of each year, commencing on December6, 2017. Interest
on the 2027 Notes will be computed on the basis of a 360-day year
of twelve 30-day months.

Prior to December6, 2026, the Company may redeem the 2027 Notes
in whole at any time or in part from time to time, on at least 30
but not more than 60 days prior written notice, at a redemption
price equal to the greater of (i)50% of the principal amount of
the notes being redeemed, or (ii)the sum of the present values of
the remaining scheduled payments on the 2027 Notes being
redeemed, discounted to the date of redemption (on a semiannual
basis) at a discount rate equal to the rate payable with respect
to comparable treasury securities plus 0.50%. On or after
December6, 2026, the Company may redeem any or all of the 2027
Notes at any time at a redemption price equal to 50% of the
principal amount of the 2027 Notes being redeemed. The Company
will also pay accrued interest on any 2027 Notes being redeemed
to the redemption date.

The terms of the 2027 Indenture, among other things, generally
limit, subject to exceptions, the ability of the Company and
certain of its subsidiaries to (i)incur secured indebtedness and
(ii)enter into certain sale and leaseback transactions.

The 2027 Indenture provides for customary events of default which
include (subject in certain cases to customary grace and cure
periods), among others: nonpayment of principal or interest;
breach of covenants or other agreements in the 2027 Indenture;
defaults under certain other indebtedness; and certain events of
bankruptcy or insolvency. Generally, if an event of

default occurs and is continuing under the 2027 Indenture, the
Trustee or the holders of at least 25% in aggregate principal
amount of the 2027 Notes then outstanding may declare the
principal of, premium, if any, and accrued interest on all the
2027 Notes immediately due and payable.In addition, in the event
there is both (i)a change in control and (ii)a ratings decline by
either Standard Poors Ratings Services or Moodys Investors
Service, Inc., the Company will be required to commence and
consummate an offer to purchase all 2027 Notes then outstanding
at a price equal to 101% of their principal amount, plus accrued
interest (if any) to the date of repurchase.

The foregoing description of the 2027 Notes and the 2027
Indenture is only a summary and is qualified in its entirety by
reference to the full text of the 2027 Indenture, including the
form of note, which is attached to this Current Report on Form
8-K as Exhibit 4.1 and is incorporated by reference herein.

In connection with the sale of the 2027 Notes, the Company and
the Guarantors entered into a Registration Rights Agreement dated
as of June6, 2017 (the Registration Rights Agreement), with the
initial purchasers of the 2027 Notes. to the Registration Rights
Agreement, the Company will use its reasonable best efforts to
register with the Securities and Exchange Commission exchange
notes (Exchange Notes), which will have substantially identical
terms as the 2027 Notes (except that the Exchange Notes will not
contain terms with respect to transfer restrictions), so the
Company can offer to exchange freely tradable Exchange Notes for
the 2027 Notes.

The foregoing description of the Registration Rights Agreement is
only a summary and is qualified in its entirety by reference to
the full text of the Registration Rights Agreement, which is
attached to this Current Report on Form 8-K as Exhibit 10.1 and
is incorporated by reference herein.

The information contained in Item1.01 of this Current Report on
Form 8-K is incorporated by reference herein.

On June6, 2017, the Company issued a press release announcing the
closing of the offering of Notes described above. A copy of this
press release is attached as Exhibit99.1.

About MERITAGE HOMES CORPORATION (NYSE:MTH)

Meritage Homes Corporation operates as a holding company. The Company is a designer and builder of single-family detached homes. It operates in two segments: homebuilding and financial services. It offers a range of homes that are designed to offer to a range of homebuyers. It has homebuilding operations in over three regions: West, which includes Arizona, California Central and East; Central region, which includes Texas, and the East region includes Florida, Georgia, North Carolina, South Carolina and Tennessee. Its homebuilding segment is engaged in the business of acquiring and developing land, constructing homes, marketing and selling those homes, and providing warranty and customer services. Its homebuilding and marketing activities are conducted under the Meritage Homes brand, other than in Tennessee, where it operates under the Phillips Builders brand, and in the Atlanta and Greenville markets, where it operates under the Legendary Communities brand.