MERITAGE HOMES CORPORATION (NYSE:MTH) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Completion of Offering of 6.00% Senior Notes due 2025

On March 16, 2018, Meritage Homes Corporation, a Maryland corporation (the “Company”), completed an offering of $200,000,000 aggregate principal amount of 6.00% Senior Notes due 2025 (the “2025 Notes”) that are guaranteed (the “Guarantees,” and collectively with the 2025 Notes, the “Securities”) by certain of the Company’s 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 2025 Notes will be treated as a single class under the Indenture with the Company’s previously issued and currently outstanding $200,000,000 aggregate principal amount of 6.00% Senior Notes due 2025. Because the 2025 Notes issued on March 16, 2018 (as described above) will be subject to transfer restrictions upon issuance, the new notes will be identified by different CUSIP numbers than those for the outstanding 6.00% Senior Notes due 2025 and will trade separately from the outstanding notes until the new notes are exchanged for new exchange notes registered under the Securities Act. A description of the registration rights agreement to which the Company agreed to register the 2025 Notes is included below in this Form 8-K.

The Securities were issued to an Indenture dated June 2, 2015, among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Indenture”). The material terms of the 2025 Notes and the Indenture are described below.

The 2025 Notes are the general unsecured obligations of the Company. The 2025 Notes will rank senior in right of payment to all future obligations of the Company that are, by their terms, expressly subordinated in right of payment to the 2025 Notes and pari passu in right of payment with all existing and future unsecured obligations of the Company that are not so subordinated. The 2025 Notes bear interest at 6.00% per annum, payable on June 1 and December 1 of each year. The issue price of the 2025 Notes will include accrued and unpaid interest on the 2025 Notes from and including December 1, 2017, the first day of the current interest period for the currently outstanding 6.00% Senior Notes due 2025, to but excluding March 16, 2018, the issuance date of the 2025 Notes. The first interest payment date for the 2025 Notes will be June 1, 2018. Interest on the 2025 Notes will be computed on the basis of a 360-day year of twelve 30-day months.

Prior to March 1, 2025, the Company may redeem the 2025 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 2025 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 March 1, 2025, the Company may redeem any or all of the 2025 Notes at any time at a redemption price equal to 50% of the principal amount of the 2025 Notes being redeemed. The Company will also pay accrued and unpaid interest on any 2025 Notes being redeemed to the redemption date.

The terms of the 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 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 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 Indenture, the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes issued under the Indenture may declare the principal of, premium, of any, and accrued interest on all the outstanding 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 & Poor’s Ratings Services or Moody’s Investors Service, Inc., the Company will be required to commence and consummate an offer to purchase all 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 2025 Notes and the Indenture is only a summary and is qualified in its entirety by reference to the full text of the Indenture, including the form of note, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

In connection with the sale of the 2025 Notes, the Company and the Guarantors entered into a Registration Rights Agreement dated as of March 16, 2018 (the “Registration Rights Agreement”), with the initial purchasers of the 2025 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 2025 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 2025 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 Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

On March 16, 2018, 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.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

Meritage Homes CORP Exhibit
EX-10.1 2 exhibit101-registrationrig.htm EXHIBIT 10.1 Exhibit Exhibit 10.1EXECUTION VERSION          REGISTRATION RIGHTS AGREEMENTDated as of March 16,…
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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.