Exhibit 99.1
press release
A DYNAMIC GROWTH COMPANY IN THE HOME BUILDING SECTOR
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Contacts:
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Arizona:
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Texas:
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New York:
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Larry Seay
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Jane Hays
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Chris Tofalli
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CFO & Vice President-Finance
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Vice President-Corp. Develop.
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Broadgate Consultants
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(480) 609-3330
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(972) 543-8123
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(212) 232-2222
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Meritage Homes Corporation Announces
Receipt of Requisite Consents to Amend
Indenture Governing Notes Subject to
Offer to Purchase
Scottsdale, Arizona and Dallas (March 9,
2005) – Meritage Homes Corporation (NYSE: MTH) today
announced that, in connection with Meritage’s previously announced offer to
purchase for cash all of its outstanding 9 ¾% Senior Notes due 2011 (the “Notes”),
and the solicitation of consents to eliminate most of the restrictive covenants
in the indenture governing the Notes, Meritage has been advised by Global
Bondholder Services Corp., the depositary for the offer to purchase and consent
solicitation, that, as of 5:00 p.m., New York City time, on March 8,
2005, the consent expiration date, holders of more than two-thirds of the
aggregate principal amount of the outstanding Notes had validly tendered and
had not withdrawn their Notes and provided their consents to effect the
proposed amendments to the indenture under which the Notes were issued.
Upon completion of the offer to purchase and consent
solicitation, holders who had tendered and not withdrawn their Notes on or
prior to the consent expiration date will receive the total consideration
(including the consent payment) for such Notes. Any holders who tender and do not withdraw
their Notes after the consent expiration date but before the expiration date of
the offer to purchase (9:00 a.m. New York City time on March 23,
2005) will receive the tender offer consideration (not including the consent
payment). After the consent expiration
date, consents and tenders generally may not be validly withdrawn unless the
offer to purchase and the consent solicitation are terminated without any Notes
being purchased.
As a result of receiving the consents of at least
two-thirds in aggregate principal amount of the outstanding Notes, Meritage has
received the requisite consents and tenders for its Notes in order to effect
all of the proposed amendments to the indenture governing such Notes, which amendments
are binding upon the holders of the Notes that were not tendered. Accordingly, Meritage will promptly execute
and deliver a supplemental indenture to the indenture under which the Notes
were issued. The supplemental indenture
will not, however, become operative unless and until Meritage accepts the Notes
for purchase pursuant to the offer to purchase. The offer to purchase and initial payment
also are conditioned upon, among other things, the receipt by Meritage of
proceeds from one or more capital market transactions that would be sufficient
to fund the purchase of the Notes.
Meritage anticipates closing on March 10, 2005 its previously
announced offering of new 6¼% Senior Notes due 2015 (to qualified institutional
buyers in the United States under Rule 144A under the Securities Act of
1933 and certain investors under Regulation S of the Securities Act) in an
aggregate principal amount of $350 million.
Promptly thereafter, Meritage intends to pay the tender consideration,
including the consent payment, to holders who had tendered and not withdrawn
their Notes prior to the consent date.
Information regarding the pricing, tender and delivery
procedures and conditions to the offer to purchase and consent solicitation
relating to the Notes is contained in the Offer to Purchase and Consent
Solicitation Statement dated February 23, 2005 and the Consent and Letter
of transmittal distributed with the Offer to Purchase and Consent Solicitation
Statement (the “Offer Documents”).
UBS Securities LLC and Citigroup Global Markets Inc.
are the dealer managers for the offer to purchase and the solicitation agents
for the consent solicitations. Please
direct any questions related to the offering to UBS Liability Management Group
at (888) 722-9555 extension 4210 or (203) 719-4210 or Citigroup Liability
Management Group at (800) 558-3745 or (212) 723-6106. Global Bondholder Services Corp. is acting as
information agent and can be contacted at (866) 540-1500. Copies of the Offer Documents and other
related documents may be obtained from the information agent.
The offer to purchase
and consent solicitation are being made solely on the terms and conditions set
forth in the Offer Documents. Under no
circumstances shall this press release constitute an offer to buy or the
solicitation of an offer to sell the Notes or any other securities of
Meritage. No recommendation is made as
to whether holders of the notes should tender their notes.
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This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include that we plan to close
the offering of our new 6¼% Senior Notes due 2015 and consummate the tender
offer and proposed amendments to the indenture governing the 9¾% Senior Notes
due 2011. Such statements are based upon
the current beliefs and expectations of our management and are subject to
significant risks and uncertainties.
Actual results may differ from those set forth in the forward-looking
statements.
Meritage’s
business is also subject to a number of risks and uncertainties including: the
strength and competitive pricing of the single-family housing market; demand
for and acceptance of our homes; changes in the availability and pricing of
real estate in the markets in which we operate; our ability to continue to
acquire additional land or options to acquire additional land on acceptable
terms, particularly in our greenfield start-up markets; general economic slow
downs; consumer confidence, which can be impacted by economic and other factors
such as terrorism, war, or threats thereof and changes in stock markets; the
impact of construction defect and home warranty claims; the cost and
availability of insurance, including the unavailability of insurance for the
presence of mold; interest rates and changes in the availability and pricing of
residential mortgages; our lack of geographic diversification; our level of
indebtedness and our ability to raise additional capital when and if needed;
our ability to take certain actions because of restrictions contained in the
indentures for our senior notes and the agreement for our senior unsecured
credit facility; legislative or other initiatives that seek to restrain growth
in new housing construction or similar measures; the success of our program to
integrate existing operations with any new operations or those of past or
future acquisitions; our success in locating and negotiating favorably with
possible acquisition candidates; our ability to achieve certain pre-tax margins;
our dependence on key personnel and the availability of satisfactory
subcontractors; the impact of inflation; our potential exposure to natural
disasters; the impact of new accounting principles; and other factors
identified in documents filed by us with the Securities and Exchange
Commission, including those set forth in our Form 10-K for the year ended December 31,
2003 under the caption “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Factors That May Affect Our Future
Results and Financial Condition” and in Exhibit 99.1 of Meritage’s Form 10-Q
for the quarter ended September 30, 2004.
As a result of these and other factors, the Company’s stock and note
prices may fluctuate dramatically.
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