Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) June 28, 2018
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MERITAGE HOMES CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Maryland | | 1-9977 | | 86-0611231 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 8800 E. Raintree Drive, Suite 300, Scottsdale, Arizona 85260 | |
| (Address of Principal Executive Offices) (Zip Code) | |
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| (480) 515-8100 | |
| (Registrant’s telephone number, including area code) | |
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| N/A | |
| (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)) | |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities and Exchange Act of 1934 (§240.12b-2 of this chapter). | |
| Emerging growth company o | |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13 (a) of the Exchange Act. o | |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 28, 2018 Meritage Homes Corporation (the “Company”) entered into the Fourth Amendment to Amended and Restated Credit Agreement (the “Fourth Amendment”), which amends that certain Amended and Restated Credit Agreement, dated as of June 13, 2014 (the “Credit Agreement”), among the Company, the several banks and other financial institutions or entities from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent. Among other things, the Fourth Amendment (i) increases the total commitments available under the Credit Agreement from $625 million to $780 million, (ii) refreshes the accordion feature to allow the Company to increase the total commitments under the Credit Agreement by up to $100 million, (iii) slightly revises the applicable margin pricing grid, and (iv) extends the maturity date of the facility from July 9, 2021 to July 9, 2022.
The Fourth Amendment also resets the minimum consolidated tangible net worth floor to 70% of consolidated tangible net worth as of March 31, 2018. Except as described in the previous sentence, the Credit Agreement’s financial covenants were not modified in connection with the Fourth Amendment. As of the date of the Fourth Amendment, there were no borrowings outstanding under the Credit Agreement and the Company had outstanding letters of credit totaling approximately $78.0 million, leaving approximately $702.0 million available under the Credit Agreement to be drawn.
The foregoing description is qualified in its entirety by reference to Fourth Amendment, 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 above in Item 1.01 is incorporated by reference herein.
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: June 29, 2018
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MERITAGE HOMES CORPORATION |
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/s/ | Hilla Sferruzza |
By: | Hilla Sferruzza |
| Executive Vice President and Chief Financial Officer (Principal Accounting Officer) |