Form 8-K

0001193125-13-453067.txt : 20131125 0001193125-13-453067.hdr.sgml : 20131125 20131125164459 ACCESSION NUMBER: 0001193125-13-453067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131122 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131125 DATE AS OF CHANGE: 20131125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Meritage Homes CORP CENTRAL INDEX KEY: 0000833079 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 860611231 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09977 FILM NUMBER: 131241523 BUSINESS ADDRESS: STREET 1: 17851 NORTH 85TH STREET STREET 2: SUITE 300 CITY: SCOTTSDALE STATE: AZ ZIP: 85255 BUSINESS PHONE: 480-515-8100 MAIL ADDRESS: STREET 1: 17851 NORTH 85TH STREET STREET 2: SUITE 300 CITY: SCOTTSDALE STATE: AZ ZIP: 85255 FORMER COMPANY: FORMER CONFORMED NAME: MERITAGE CORP DATE OF NAME CHANGE: 19981009 FORMER COMPANY: FORMER CONFORMED NAME: MONTEREY HOMES CORP DATE OF NAME CHANGE: 19970113 FORMER COMPANY: FORMER CONFORMED NAME: HOMEPLEX MORTGAGE INVESTMENTS CORP DATE OF NAME CHANGE: 19920703 8-K 1 d633816d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) November 22, 2013

MERITAGE HOMES CORPORATION

(Exact Name of Registrant as Specified in Charter)


Maryland	1-9977	86-0611231
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

17851 N. 85^th 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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective November 22, 2013, Meritage Homes Corporation (the “Company”) exercised the accordion feature under its unsecured revolving credit agreement, dated as of July 24, 2012, as amended by that certain first amendment, dated as of June 12, 2013 (as amended, the “Credit Agreement”), and increased the total commitments by $65 million, from $135 million to $200 million. In addition, the Company also entered into a Second Amendment to Credit Agreement with the lenders pursuant to which the unused commitment fee rate was reduced from 0.625% per annum to 0.500% per annum, the applicable margin for base rate loans was reduced from 1.75% to 1.50% and the applicable margin rate for LIBOR-based loans was reduced from 2.75% to 2.50%.

There were no changes to the maturity or other pricing changes. On the date of the Second Amendment to Credit Agreement and accordion exercise, no borrowings were outstanding under the Credit Agreement, while the Company had outstanding letters of credit totaling $40.4 million, leaving $159.6 million available under the Credit Agreement to be drawn. These outstanding letters of credit were transferred from our secured letter of credit facilities. In connection with this transfer, $40.8 million of restricted cash securing the letters of credit was returned to the Company’s unrestricted accounts.

The foregoing description is qualified in its entirety by reference to Second Amendment to Credit Agreement, a copy of which is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein.

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 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits

10.1	Second Amendment to Credit Agreement dated November 22, 2013

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: November 25, 2013


MERITAGE HOMES CORPORATION

By:		/s/ LARRY W. SEAY
		Larry W. Seay
		Executive Vice President and Chief Financial Officer

EX-10.1 2 d633816dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) dated as of November 22, 2013, among MERITAGE HOMES CORPORATION, a Maryland corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as a Lender (“JPM”), CITIBANK, NATIONAL ASSOCIATION, as a Lender (“Citi”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender (“DB”), BANK OF AMERICA, N.A., as a Lender (“BOA”), U.S. BANK NATIONAL ASSOCIATION, as a Lender (“US Bank”), and REGIONS BANK, as a Lender (“Regions”; and together with JPM, Citi, DB, BOA, US Bank and any other party who becomes a Lender to the Credit Agreement (as defined below) after the date hereof pursuant to Section 10.6 of the Credit Agreement, collectively, the “Lenders”), JPM, as administrative agent on behalf of the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), and as Swingline Lender and as Issuing Lender, and J.P. MORGAN SECURITIES LLC and CITIBANK N.A., as Joint Lead Bookrunners and Joint Lead Arrangers.

RECITALS:

A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement, dated as of July 24, 2012, as amended by that certain First Amendment to Credit Agreement, dated as of June 12, 2013 (as so amended and as the same may be further amended, modified and supplemented and in effect from time to time, the “Credit Agreement”; and, except as otherwise herein expressly provided, all capitalized terms used herein shall have the meaning assigned to such terms in the Credit Agreement), which Credit Agreement provides, among other things, for loans and other extensions of credit to be made by the Lenders to the Borrower in an aggregate amount of up to $125,000,000, which amount has been increased prior to the date hereof to $135,000,000 in accordance with the rights granted to Borrower under Section 2.21 of the Credit Agreement, and which amount may be further increased in accordance with and subject to Section 2.21 of the Credit Agreement.

B. The Borrower desires to exercise its rights under Section 2.21 of the Credit Agreement and to further increase the Total Commitments to $200,000,000.

C. In connection with such increase in the Commitments, the Borrower, the Administrative Agent and the Lenders desire to, among other things, decrease the pricing under the Credit Agreement, subject to the terms and conditions of this Second Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Amendment of Credit Agreement. Effective as of the Effective Date (as hereinafter defined), the Credit Agreement is hereby amended as follows:

(a) The definition of “Applicable Margin” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Applicable Margin”: means (a) 1.50%, in the case of ABR Loans and (b) 2.50%, in the case of Eurodollar Loans.

(b) The definition of “Commitment Fee Rate” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Commitment Fee Rate”: one-half of one percent (0.50%) per annum.

Section 2. Issuing Lender; Letters of Credit.

(a) Borrower and the Administrative Agent hereby acknowledge and agree that, effective as of the Effective Date, BOA and US Bank, together with their respective affiliates in such capacity, are each approved to act as an “Issuing Lender” under the Credit Agreement.

(b) On the Effective Date, the letters of credit set forth on Schedule 1 attached hereto (collectively, the “Existing LCs”) shall be transferred to the revolving credit facility under the Credit Agreement and from and after the date hereof, notwithstanding any language to the contrary contained in any of the Existing LCs, the Existing LCs shall be deemed Letters of Credit issued under the Credit Agreement, and Borrower and Administrative Agent shall execute such acknowledgements and agreements as Borrower and Administrative Agent may reasonably request to evidence the foregoing.

Section 3. Effective Date. Subject to the satisfaction of the conditions set forth in Section 5 hereof, this Second Amendment shall be effective as of the date of this Second Amendment (the “Effective Date”).

Section 4. Representations. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders, as follows:

(a) Each of the representations and warranties contained in the Credit Agreement, as amended by this Second Amendment, or any of the other Loan Documents, is true and correct in all material respects on and as of the date hereof except if any such representation or warranty was made as of a specific date, then the same shall have been true and correct in all material respects as of such specific date;

(b) As of the date hereof and immediately after giving effect to this Second Amendment and the actions contemplated hereby, no Default or Event of Default has occurred and is continuing;

(c) Borrower has all necessary corporate power and authority to execute, deliver and perform its obligations under this Second Amendment; the execution, delivery and performance of this Second Amendment has been duly authorized by all necessary corporate action on the part of Borrower; and this Second Amendment has been duly and validly executed and delivered by Borrower and constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of

equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and

(d) This Second Amendment (i) does not require any consent or approval of, registration or filing with, or any other action by, any governmental authority, except for such as have been obtained or made and are in full force and effect, (ii) will not violate any applicable law or regulation, the certificate of incorporation or by-laws of Borrower, or any order of any governmental authority and (iii) will not violate or result in a default under any Contractual Obligation of Borrower.

Section 5. Conditions to the Effectiveness of this Agreement. It shall be a condition precedent to the effectiveness of this Second Amendment that each of the following conditions are satisfied:

(a) the parties hereto shall have executed and delivered counterparts of this Second Amendment to the Administrative Agent;

(b) each Guarantor shall have executed and delivered a Second Reaffirmation of Guarantee Agreement, in the form of the Second Reaffirmation of Guarantee Agreement attached hereto as Exhibit A;

(d) Borrower shall have paid to the Administrative Agent all of the Administrative Agent’s reasonable out of pocket costs and expenses, including legal fees, incurred in connection with this Second Amendment.

Section 6. Reaffirmation and Ratification. Borrower hereby: (a) reaffirms, ratifies, confirms, and acknowledges its obligations under the Loan Documents and agrees to continue to be bound thereby and perform thereunder; (b) agrees and acknowledges that all such Loan Documents and all of Borrower’s obligations thereunder are and remain in full force and effect and, except as expressly provided herein, have not been modified; and (c) acknowledges and agrees that to its knowledge it has no defenses, offsets or counterclaims of any kind or nature whatsoever to its obligations under the Loan Documents.

Section 7. Miscellaneous.

(a) GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b) Amendments, Etc. The terms of this Second Amendment may be waived, modified and amended only by an instrument in writing duly executed by Borrower and the Administrative Agent (with any required consent of the Lenders pursuant to the Credit Agreement). Any such waiver, modification or amendment shall be binding upon Borrower, the Administrative Agent and each Lender (including the Swingline Lender and Issuing Lender).

(c) Successors and Assigns. This Second Amendment shall be binding upon and inure to the benefit of the respective successors and assigns of Borrower, the Administrative Agent and the Lenders (including the Swingline Lender and Issuing Lender).

(d) Captions. The captions and section headings used herein are for convenience of reference only, are not part of this Second Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Second Amendment.

(e) Counterparts. This Second Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Second Amendment by signing any such counterpart. Delivery of an executed signature page of this Second Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

(f) Severability. Any provision of this Second Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered as of the day and year first above written.


MERITAGE HOMES CORPORATION, as Borrower

By:		/s/ Larry W. Seay
		Name: Larry W. Seay
		Title: EVP & CFO