Fitch Rates Meritage's Proposed $150MM Sr. Unsecured Notes Offering 'BB-/RR3'

  Fitch Rates Meritage's Proposed $150MM Sr. Unsecured Notes Offering
  'BB-/RR3'

Business Wire

NEW YORK -- February 27, 2013

Fitch Ratings has assigned a 'BB-/RR3' rating to Meritage Homes Corporation's
(NYSE: MTH) proposed offering of $150 million principal amount of senior
unsecured notes due 2018. This issue will be rated on a pari passu basis with
all other senior unsecured debt. Net proceeds from the notes offering will be
used to repurchase or redeem all of the company's existing 7.731% senior
subordinated notes due 2017, pay related premiums, fees and expenses and for
general corporate purposes.

The Rating Outlook is Stable. A complete list of ratings follows at the end of
this release.

KEY RATING DRIVERS

The ratings and Outlook for MTH are influenced by the company's execution of
its business model, conservative land policies, geographic and product line
diversity, acquisitive orientation, healthy liquidity position and the
improving industry outlook for 2013 and 2014.

MTH's sales are reasonably dispersed among its 15 metropolitan markets within
seven states. The company ranks among the top 10 builders in such markets as
Houston, Dallas/Fort Worth, San Antonio and Austin, TX; Orlando and Tampa, FL;
Phoenix, AZ; Riverside/San Bernardino, CA; Denver, CO; and Sacramento, CA. The
company also builds in the East Bay/Central Valley, CA; Las Vegas, NV; Inland
Empire, CA; Tucson, AZ; and Raleigh-Durham, NC. MTH also announced its entry
into the Charlotte, North Carolina market last year and reported its first
orders in that market during the fourth quarter of 2012. Currently, about 65%
-70% of MTH's home deliveries are to first- and second-time trade-up buyers,
30% - 35% to entry-level buyers, less than 5% are to luxury and active adult
(retiree) homebuyers.

IMPROVING HOUSING MARKET

Fitch's housing forecasts for 2013 assume a modest rise off a very low bottom.
In a slowly growing economy with somewhat diminished distressed home sales
competition, less competitive rental cost alternatives, and new and existing
home inventories at historically low levels, 2013 total housing starts should
improve about 18.6% to 925,000, while new home sales increase approximately
22% and existing home sales grow 7.7%.

However, as Fitch has noted in the past, recovery will likely occur in fits
and starts.

Challenges (although somewhat muted) remain, including continued relatively
high levels of delinquencies, potential of short-term acceleration in
foreclosures, and consequent meaningful distressed sales, and restrictive
credit qualification standards.

LAND STRATEGY

MTH employs conservative land and construction strategies. The company
typically options or purchases land only after necessary entitlements have
been obtained so that development or construction may begin as market
conditions dictate.

Under normal circumstances MTH extensively uses lot options, and that is
expected to be the future strategy in markets where it is able to do so. The
use of non-specific performance rolling options gives the company the ability
to renegotiate price/terms or void the option, which limits downside risk in
market downturns and provides the opportunity to hold land with minimal
investment.

However, as of Dec. 31, 2012, only 16% of MTH's lots were controlled through
options - a much lower than typical percentage due to considerable option
abandonments and write-offs in recent years. Additionally, there are currently
fewer opportunities to option lots and, in certain cases, the returns for
purchasing lots outright are far better than optioning lots from third
parties.

Total lots controlled, including those optioned, were 20,817 at Dec. 31, 2012.
This represents a 4.9-year supply of total lots controlled based on trailing
12-months deliveries. On the same basis, MTH's owned lots represent a supply
of 4.1 years.

LIQUIDITY

MTH successfully managed its balance sheet during the severe housing downturn,
allowing the company to accumulate cash and pay down its debt as it pared down
inventory. The company had unrestricted cash of $170.5 million and investments
and securities of $86.1 million at Dec. 31, 2012. The company's debt totaled
$722.8 million at the end of the year. On a proforma basis assuming that the
company redeems its $100 million of senior subordinated notes due 2017, MTH
will have no major debt maturities until 2018, when its proposed offering of
$150 million senior notes become due.

In July 2012, the company entered into a new $125 million unsecured revolving
credit facility due 2015. There were no oustandings under the revolver at the
end of 2012.

MTH generated negative cash flow from operations during the past two years as
the company started to rebuild its land position. The company had negative
cash flow of $220.5 million during 2012 after spending $480 million on land
and development during the year. Fitch expects the company to moderately
increase its land and development spending during 2013, resulting in negative
cash flow of about $150 million-$200 million this year.

Fitch is comfortable with this strategy given the company's liquidity position
and debt maturity schedule. Fitch expects MTH over the next few years will
maintain liquidity (consisting of cash and investments and the revolving
credit facility) of at least $200 million - $250 million, a level which Fitch
believes is appropriate given the challenges still facing the industry.

RATING SENSITIVITIES

Future ratings and Outlooks will be influenced by broad housing market trends
as well as company-specific activity, such as

--Trends in land and development spending;

--General inventory levels;

--Speculative inventory activity (including the impact of high cancellation
rates on such activity);

--Gross and net new order activity;

--Debt levels;

--Free cash flow trends and uses; and

--MTH's cash position.

Positive rating actions may be considered if the recovery in housing is better
than Fitch's current outlook and shows durability; MTH shows sustained
improvement in credit metrics (such as homebuilding debt to EBITDA
consistently below 5x); and the company continues to maintain a healthy
liquidity position (above $250 million).

A negative rating action could be triggered if the industry recovery
dissipates; 2013 revenues drop high-single digits while the pretax loss is
significantly higher than 2011 levels; and MTH's liquidity position falls
sharply, perhaps below $200 million as the company maintains an overly
aggressive land and development spending program.

Fitch currently rates MTH as follows with a Stable Outlook:

--Long-term Issuer Default Rating (IDR) 'B+';

--Senior unsecured debt 'BB-/RR3';

--Senior subordinated debt 'B-/RR6'.

The Recovery Rating (RR) of 'RR3' on the company's senior unsecured debt
indicates good recovery prospects for holders of these debt issues. MTH's
exposure to claims made pursuant to performance bonds and joint venture debt
and the possibility that part of these contingent liabilities would have a
claim against the company's assets were considered in determining the recovery
for the unsecured debtholders. The 'RR6' on MTH's senior subordinated debt
indicates poor recovery prospects in a default scenario. Fitch applied a
liquidation value analysis for these RRs.

Additional information is available at 'www.fitchratings.com'. The ratings
above were solicited by, or on behalf of, the issuer, and therefore, Fitch has
been compensated for the provision of the ratings.

Applicable Criteria and Related Research:

--'Corporate Rating Methodology' (Aug. 8, 2012);

--'Recovery Ratings and Notching Criteria for Non-Financial Corporate Issuers'
(Aug. 14, 2012).

Applicable Criteria and Related Research

Corporate Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

Recovery Ratings and Notching Criteria for Non-Financial Corporate Issuers

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=693773

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