Meritage Homes Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On March 6, 2025, Meritage Homes Corporation (the “Company”) completed a public offering (the “Offering”) of $500 million aggregate principal amount of its 5.650% Senior Notes due 2035 (the “Notes”). The Offering was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to an automatic shelf registration statement on Form S-3 (Registration No. 333-279002), as amended by Post-Effective Amendment No. 1 to Registration Statement on Form S-3, of the Company and certain direct and indirect wholly-owned subsidiaries of the Company listed as co-registrants thereto (the “Guarantors”), and a prospectus supplement, dated February 27, 2025, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act.
The Company received net proceeds from the Offering, after the underwriting discount, of $493.4 million (before expenses payable by the Company). The Company intends to use the proceeds for general corporate purposes.
The Notes were issued pursuant to an Indenture (the “Base Indenture”), dated as of March 6, 2025, as amended by the Supplemental Indenture, dated as of March 6, 2025 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), each, among the Company, the Guarantors and Regions Bank, as trustee (the “Trustee”). Interest on the Notes will accrue at a rate of 5.650% per annum on the principal amount from March 6, 2025, payable semi-annually on March 15 and September 15 of each year, beginning on September 15, 2025. The Notes will mature on March 15, 2035, subject to earlier redemption or repurchase. The Company’s obligations under the Notes and the Indenture are unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by each of the Guarantors, representing substantially all of the Company’s current subsidiaries.
Optional Redemption
The Company may, at its option, generally redeem all or a portion of the Notes at any time. If the Company redeems the Notes prior to December 15, 2034 (the “Par Call Date”), the redemption price for the Notes to be redeemed will be equal to the greater of: (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis at the Treasury Rate (as defined in the Indenture) plus 25 basis points less (b) interest accrued to the date of redemption; and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest on the principal thereon to but excluding the redemption date. If the Notes are redeemed on or after the Par Call Date, the redemption price for such Notes will equal 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, thereon to the redemption date.
Certain Covenants
Subject to certain exceptions and qualifications, the Indenture restricts the Company’s ability and the ability of the Guarantors to incur debt secured by certain assets, engage in sale and leaseback transactions with respect to certain assets and engage in mergers, consolidations or sales of all or substantially all of the Company’s assets.
Change of Control
Upon the occurrence of both a “Change of Control” and a “Rating Decline” (each, as defined in the Indenture), the Company will be required to make an offer to each holder of the Notes to purchase all or any part of such holder’s Notes at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to the date of purchase.
Events of Default
The Indenture includes customary events of default, including payment defaults, failure to pay certain other indebtedness and certain events of bankruptcy, insolvency or reorganization.
Ranking
The Notes are general unsecured obligations of the Company and rank senior in right of payment to any future indebtedness of the Company that is, by its terms, expressly subordinated in right of payment to the Notes and equal in right of payment with all existing and future unsecured indebtedness of the Company that is not so subordinated, including the Company’s existing senior and convertible senior notes and the Company’s revolving credit facility. The Guarantees will be general unsecured obligations of the Guarantors and will rank senior in right of payment to any future indebtedness of the Guarantors that is, by its terms, expressly subordinated in right of payment to the guarantees and will rank equal in right of payment with all existing and future unsecured indebtedness of the Guarantors that is not so subordinated, including guarantees of the Company’s existing senior and convertible senior notes and the Company’s revolving credit facility.
The above description of the Base Indenture, the Supplemental Indenture and the Notes is qualified in its entirety by reference to the full text of the Base Indenture, the Supplemental Indenture and the Notes, copies of which are filed as Exhibits 4.1, 4.2 and 4.3 hereto and incorporated herein by reference.
| 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.
| ITEM 8.01 | OTHER EVENTS |
On February 27, 2025, the Company and the Guarantors entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and Mizuho Securities USA LLC, as representatives of the several underwriters named therein, with respect to the Offering of the Notes.
The above description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
In connection with the issuance of the Notes, Snell & Wilmer L.L.P., Phoenix, Arizona, and Venable LLP, Baltimore, Maryland, delivered opinions to the Company regarding the legality of the issuance and sale of the Notes and Guarantees. A copy of each opinion is filed as Exhibits 5.1 and 5.2 hereto, respectively.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
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.
Dated: March 6, 2025
| MERITAGE HOMES CORPORATION | ||
| /s/ Hilla Sferruzza | ||
| By: | Hilla Sferruzza | |
| Executive Vice President and Chief Financial Officer | ||