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Meritage Homes Announces Cash Tender Offer for Senior Subordinated Notes Due 2017



Meritage Homes Announces Cash Tender Offer for Senior Subordinated Notes Due
2017

SCOTTSDALE, Ariz., Feb. 27, 2013 (GLOBE NEWSWIRE) -- Meritage Homes
Corporation (NYSE:MTH), a leading U.S. homebuilder, today announced the
commencement of a cash tender offer to purchase any and all of its $99,825,000
principal amount 7.731% senior subordinated notes due 2017 (the "Offer").

Meritage is making the offer to purchase any and all outstanding notes listed
in the table below pursuant to the terms and conditions set forth in the Offer
to Purchase and Solicitation of Consents dated February 27, 2013 (the "Offer
Documents").

In the tender offer, Meritage is offering to purchase any and all of its
outstanding 7.731% senior subordinated notes due 2017.

Title of                   Outstanding  Tender Offer   Consent  Total
Security        CUSIP      Principal    Consideration  Payment  Consideration
                           Amount       (1)            (1)      (1) (2)
7.731% Senior
Subordinated    59001AAL 6 $99,825,000  $1,003.75      $30.00   $1,033.75
Notes Due 2017
 
(1) Per $1,000 principal amount of notes that are accepted for purchase.
(2) Total Consideration includes the Consent Payment and Tender Offer
Consideration for notes tendered on or before the Consent Date.

In conjunction with the Offer, and on the terms and conditions set forth in
the Offer Documents, Meritage is soliciting consents (the "Consents") to the
adoption of proposed amendments to the indenture for the 7.731% senior
subordinated notes. Note holders that tender prior to 12:00 midnight, New York
City time, on March 12, 2013, unless extended (the "Early Tender & Consent
Date"), will be paid in an amount equal to $30.00 for each $1,000.00 principal
amount of notes tendered and not validly withdrawn (the "Consent Payment").

The Offer will expire at 12:00 midnight, New York City time, on March 26,
2013, unless extended (such date and time, as the same may be extended, the
"Expiration Date"). To receive the Total Consideration set forth above with
respect to such notes, holders of notes subject to the Offer must validly
tender and not validly withdraw their notes at or before 12:00 midnight, New
York City time, on the Early Tender & Consent Date. Holders of notes subject
to the Offer who validly tender their notes after the Early Tender & Consent
Date and at or before 12:00 midnight, New York City time, on the Expiration
Date will receive only the Tender Offer Consideration set forth in the table
above with respect to such notes.

The Offer is conditioned upon, among other things, the completion by Meritage
of a private offering of not less than $150 million in aggregate principal
amount of unsecured senior debt securities that closes no later than March 13,
2013, on terms reasonably satisfactory to Meritage (the "Financing
Condition").

Subject to the Financing Condition, to the extent any notes are not tendered
and accepted for purchase pursuant to the Offer, Meritage intends to redeem
such notes at a redemption price of $1,029.00 per $1,000 principal amount.

Holders will also receive accrued and unpaid interest on their notes up to,
but excluding, the date of payment of the applicable consideration.

Notes subject to the Offer may be validly withdrawn at any time at or before
the Consent Date, but not thereafter, except as required by law. Notes
tendered after the Consent Date may not be withdrawn, except as required by
law. If the Offer is terminated, notes tendered pursuant to such offer will
promptly be returned to the tendering Holders.

Upon the terms and subject to the conditions of the Offer Documents, Meritage
will notify Global Bondholder Services Corporation (the "Depositary" and the
"Information Agent") promptly after the Expiration Date of which notes were
tendered at or before the Consent Date or the Expiration Date, as applicable,
and are accepted for purchase and payment pursuant to the Offer.

Notwithstanding any other provision of the Offer Documents, Meritage's
obligation to accept for purchase, and to pay for, notes validly tendered and
not validly withdrawn pursuant to the Offer is subject to, and conditioned
upon, the satisfaction of or, where applicable, Meritage's waiver of, (a) the
Financing Condition, (b) the receipt of consents to the proposed amendments
from the requisite holders of the notes, and (c) the General Conditions (as
defined in the Offer Documents). Subject to applicable law, the Offer may be
terminated or withdrawn.

Meritage reserves the right, subject to applicable law, to:

  * waive any and all conditions to the Offer;
  * extend or terminate the Offer; or
  * otherwise amend the Offer.

If the entire $99,825,000 principal amount of the 2017 notes is tendered and
accepted for purchase, Meritage will expense $0.8 million of capitalized debt
costs and would incur up to $3.4 million in prepayment premium and related
expenses for the early tender of notes in accordance with the applicable terms
and conditions of the Offer Documents.

None of Meritage, the Depositary and Information Agent, the dealer manager or
the notes trustee is making any recommendation as to whether holders should
tender notes in response to the Offer.

Citigroup Global Markets Inc. will serve as sole dealer manager for the Offer
and Global Bondholder Services Corporation will serve as the depositary and
information agent. This news release is neither an offer to purchase nor a
solicitation of an offer to sell the securities.

The offer is made only by the Offer Documents, and the information in this
news release is qualified by reference to the Offer Documents. Persons with
questions regarding the offer should contact Citigroup Global Markets toll
free at (800) 558-3745 or collect at (212) 723-6106, Attn. Liability
Management Group. Requests for documents should be directed to Global
Bondholder Services Corporation toll free at (866) 804-2200 or collect at
(212) 430-3774.

About Meritage Homes Corporation

Meritage Homes is the ninth-largest public homebuilder in the United States
based on homes closed in 2011. Meritage builds a variety of homes across the
Southern and Western states to appeal to a wide range of buyers, including
first-time, move-up, luxury and active adults. As of December 31, 2012, the
company had 158 actively selling communities in 15 metropolitan areas,
including Northern California, East Bay/Central Valley and Southern
California, Houston, Dallas/Ft. Worth, Austin, San Antonio,
Phoenix/Scottsdale, Tucson, Las Vegas, Denver, Orlando, Tampa and
Raleigh-Durham. In 2012, Meritage also announced its entry into the Charlotte
market.

Meritage is an industry leader in innovation and energy efficiency. Meritage
was the first national homebuilder to be 100 percent ENERGY STAR^® qualified
in every home it builds, and far exceeds ENERGY STAR standards in most of its
communities. Meritage has designed and built more than 75,000 homes in its
27-year history, and has a reputation for its distinctive style, quality
construction, and positive customer experience.

For more information, visit meritagehomes.com.

The Meritage Homes Corporation logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=2624

This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements include
those regarding Meritage's intention to offer $150 million of senior unsecured
notes and to use the net proceeds from the offering and available cash to
repurchase all of its $99,825,000 aggregate principal amount 7.731% Senior
Subordinated Notes due 2017, as well as potential related expenses for bond
discounts capitalized debt costs and prepayment premium expenses, all of which
are subject to significant risks and uncertainties. Meritage makes no
commitment, and disclaims any duty, to update or revise any forward-looking
statements to reflect future events or changes in these expectations.

Meritage's business is subject to a number of risks and uncertainties. As a
result of those risks and uncertainties, the company's stock and note prices
may fluctuate dramatically. The risks and uncertainties include but are not
limited to the following: weakness in the homebuilding market resulting from
an unexpected setback in the current economic recovery; the availability of
finished lots and undeveloped land; interest rates and changes in the
availability and pricing of residential mortgages; the availability and cost
of materials and labor; adverse changes in tax laws that benefit our
homebuyers; the ability of our potential buyers to sell their existing homes;
cancellation rates and home prices in our markets; inflation in the cost of
materials used to construct homes; the adverse effect of slower order
absorption rates; potential write-downs or write-offs of assets, including
pre-acquisition costs and deposits; our potential exposure to natural
disasters; competition; the adverse impacts of cancellations resulting from
small deposits relating to our sales contracts; construction defect and home
warranty claims; our success in prevailing on contested tax positions; our
ability to preserve our deferred tax assets and use them within the statutory
time limits; our ability to obtain performance bonds in connection with our
development work; the liquidity of our joint ventures and the ability of our
joint venture partners to meet their obligations to us and the joint venture;
the loss of key personnel; our failure to comply with laws and regulations;
our lack of geographic diversification; fluctuations in quarterly operating
results; the company's financial leverage and level of indebtedness; our
ability to take certain actions because of restrictions contained in the
indentures for the company's senior and senior subordinated notes and our
ability to raise additional capital when and if needed; our credit ratings;
successful integration of future acquisitions; government regulations and
legislative or other initiatives that seek to restrain growth or new housing
construction or similar measures; acts of war; the replication of our "Green"
technologies by our competitors; our exposure to information technology
failures and security breaches; and other factors identified in documents
filed by the company with the Securities and Exchange Commission, including
those set forth in our Form 10-K for the year ended December 31, 2012 under
the caption "Risk Factors," which can be found on our website.

CONTACT: Brent Anderson, VP Investor Relations
         (972) 580-6360 (office)
         Brent.Anderson@meritagehomes.com

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