Maryland | 1-9977 | 86-0611231 | ||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||
17851 N. 85th Street, Suite 300, Scottsdale, Arizona 85255 | ||||||
(Address of Principal Executive Offices) (Zip Code) | ||||||
(480) 515-8100 | ||||||
(Registrant’s telephone number, including area code) | ||||||
(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 (see General Instruction A.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
(d) | Exhibits |
/s/ | Larry W. Seay |
By: | Larry W. Seay |
Executive Vice President and Chief Financial Officer |
(a) | The Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully accepted by the Resigning Trustee and is in full force and effect. |
(b) | No covenant or condition contained in the Indenture has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indenture to effect any such waiver. |
(c) | To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there is no action, suit or proceeding pending or threatened against Resigning Trustee before any court or any governmental authority arising out of any |
(d) | As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under the Indenture. |
(e) | As of the effective date hereof, $99,825,000 aggregate principal amount of Securities are outstanding and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securities. |
(f) | The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon. |
(g) | This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. |
(h) | Without independent investigation, no responsible officer of the Resigning Trustee’s corporate trust department has received notice from the Company or any Holder that a default or Event of Default has occurred and is continuing, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default has occurred and is continuing under the Indenture. |
(a) | The Company is a corporation duly and validly organized and existing pursuant to the laws of the State of Maryland. |
(b) | The Indenture, and each amendment or supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Company and is in full force and effect and the Securities were validly issued by the Company. |
(c) | The Company has performed or fulfilled prior to the date hereof, and will continue to perform and fulfill after the date hereof, each covenant, agreement, condition, obligation and responsibility under the Indenture. |
(d) | No event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under the Indenture. |
(e) | No covenant or condition contained in the Indenture has been waived by the Company or, to the best of the Company’s knowledge, by Holders of the percentage in aggregate principal amount of the Securities required to effect any such waiver. |
(f) | There is no action, suit or proceeding pending or, to the best of the Company’s knowledge, threatened against the Company before any court or any governmental authority arising out of any act or omission of the Company under the Indenture. |
(g) | The Company has, by a resolution which was duly adopted by the Board of Directors of the Company, and which is in full force and effect on the date hereof, authorized certain officers of the Company to: (a) accept Resigning Trustee’s resignation as Trustee, Registrar and Paying Agent under the Indenture; (b) appoint Successor Trustee as Trustee, Registrar and Paying Agent under the Indenture; and (c) execute and deliver such agreements, including, without limitation, this Agreement and other instruments as may be necessary or desirable to effectuate the succession of Successor Trustee as Trustee, Registrar and Paying Agent under the Indenture. Furthermore, this Agreement has been duly authorized, executed and delivered on behalf of the Company and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. |
(h) | All conditions precedent relating to the appointment of Wells Fargo Bank, National Association as successor Trustee under the Indenture have been complied with by the Company. |
(a) | Successor Trustee is not disqualified under the provisions of Section 7.01 and is eligible under the provisions of Section 7.01 of the Indenture to act as Trustee under the Indenture. |
(b) | This Agreement has been duly authorized, executed and delivered on behalf of Successor Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. |
MERITAGE HOMES CORPORATION | |
By: /s/ Larry W. Seay | |
Name: Larry W. Seay Title: Chief Financial Officer | |
HSBC BANK USA, NATIONAL ASSOCIATION, | |
as Resigning Trustee | |
By: /s/ Ignazio Tamburello | |
Name: Ignazio Tamburello Title: Vice President | |
WELLS FARGO BANK, NATIONAL ASSOCIATION, | |
as Successor Trustee | |
By: /s/ Maddy Hall | |
Name: Maddy Hall Title: Vice President | |
1. | Executed copy of Indenture and each amendment and supplemental indenture thereto. |
2. | File of closing documents from initial issuance. |
3. | Collateral, if any, and related documents. |
4. | Copies of the most recent of each of the SEC reports delivered by the Company pursuant to Section 4.02 of the Indenture. |
5. | A copy of the most recent compliance certificate delivered pursuant to Section 4.04 of the Indenture. |
6. | Certified list of Holders, including certificate detail and all “stop transfers” and the reason for such “stop transfers” (or, alternatively, if there are a substantial number of registered Holders, the computer tape reflecting the identity of such Holders). |
7. | List of any documents which, to the knowledge of Resigning Trustee, are required to be furnished but have not been furnished to Resigning Trustee. |
8. | All unissued Security inventory and global notes. |
9. | Securities debt service records and conversion records. |
7.731% Senior Subordinated Notes due 2017 | CUSIP # 59001AAL6 |
(a) | The Indenture, and each amendment and supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Resigning Trustee and is in full force and effect. |
(b) | No covenant or condition contained in the Indenture has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indenture to effect any such waiver. |
(c) | To the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, there is no action, suit or proceeding pending or threatened against Resigning Trustee before any court or any |
(d) | As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under the Indenture. |
(e) | Pursuant to Section 2.01 of the Indenture, Resigning Trustee has duly authenticated and delivered $200,000,000 aggregate principal amount of Securities, all of which are outstanding as of the effective date hereof and interest has been paid through the most recent date on which interest is required to be paid in accordance with the terms of such Securities. |
(f) | The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon. |
(g) | Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature. |
(h) | This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. |
(i) | Without independent investigation, no responsible officer of the Resigning Trustee’s corporate trust department has received notice from the Company or any Holder that a default or Event of Default has occurred and is continuing, and no responsible officer of the Resigning Trustee’s corporate trust department has actual knowledge that a default or Event of Default has occurred and is continuing under the Indenture. |
(a) | The Company is a corporation duly and validly organized and existing pursuant to the laws of the State of Maryland. |
(b) | The Indenture, and each amendment or supplemental indenture thereto, if any, was validly and lawfully executed and delivered by the Company and is in full force and effect and the Securities were validly issued by the Company. |
(c) | The Company has performed or fulfilled prior to the date hereof, and will continue to perform and fulfill after the date hereof, each covenant, agreement, condition, obligation and responsibility under the Indenture. |
(d) | No event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under the Indenture. |
(e) | No covenant or condition contained in the Indenture has been waived by the Company or, to the best of the Company’s knowledge, by Holders of the percentage in aggregate principal amount of the Securities required to effect any such waiver. |
(f) | There is no action, suit or proceeding pending or, to the best of the Company’s knowledge, threatened against the Company before any court or any governmental authority arising out of any act or omission of the Company under the Indenture. |
(g) | The Company has, by a resolution which was duly adopted by the Board of Directors of the Company, and which is in full force and effect on the date hereof, authorized certain officers of the Company to: (a) accept Resigning Trustee’s resignation as Trustee, Registrar and Paying Agent under the Indenture; (b) appoint Successor Trustee as Trustee, Registrar and Paying Agent under the Indenture; and (c) execute and deliver such agreements, including, without limitation, this Agreement and other instruments as may be necessary or desirable to effectuate the succession of Successor Trustee as Trustee, Registrar and Paying Agent under the Indenture. Furthermore, this Agreement has been duly authorized, executed and delivered on behalf of the Company and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. |
(h) | All conditions precedent relating to the appointment of Wells Fargo Bank, National Association as successor Trustee under the Indenture have been complied with by the Company. |
(a) | Successor Trustee is not disqualified under the provisions of Section 7.01 and is eligible under the provisions of Section 7.10 of the Indenture to act as Trustee under the Indenture. |
(b) | This Agreement has been duly authorized, executed and delivered on behalf of Successor Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. |
MERITAGE HOMES CORPORATION | |
By: /s/ Larry W. Seay | |
Name: Larry W. Seay Title: Chief Financial Officer | |
HSBC BANK USA, NATIONAL ASSOCIATION, | |
as Resigning Trustee | |
By: /s/ Ignazio Tamburello | |
Name: Ignazio Tamburello Title: Vice President | |
WELLS FARGO BANK, NATIONAL ASSOCIATION, | |
as Successor Trustee | |
By: /s/ Maddy Hall | |
Name: Maddy Hall Title: Vice President | |
1. | Executed copy of Indenture and each amendment and supplemental indenture thereto. |
2. | File of closing documents from initial issuance. |
3. | Collateral, if any, and related documents. |
4. | Copies of the most recent of each of the SEC reports delivered by the Company pursuant to Section 4.02 of the Indenture. |
5. | A copy of the most recent compliance certificate delivered pursuant to Section 4.04 of the Indenture. |
6. | Certified list of Holders, including certificate detail and all “stop transfers” and the reason for such “stop transfers” (or, alternatively, if there are a substantial number of registered Holders, the computer tape reflecting the identity of such Holders). |
7. | List of any documents which, to the knowledge of Resigning Trustee, are required to be furnished but have not been furnished to Resigning Trustee. |
8. | All unissued Security inventory and global notes. |
7.15% Senior Notes due 2020 | CUSIP # 59001AAN2 |