Meritage Homes Announces Cash Tender Offers for Certain Senior Unsecured Notes

* Reuters is not responsible for the content in this press release.

Tue Apr 6, 2010 8:25am EDT

SCOTTSDALE, Ariz., April 6, 2010 (GLOBE NEWSWIRE) -- Meritage Homes Corporation
(NYSE:MTH), one of America's top 10 homebuilders ("Meritage" or the "Company"),
announced today the commencement of cash tender offers to purchase up to $195
million principal amount of selected senior notes.

The Company is making two separate offers, with one offer to purchase any and
all outstanding notes listed under the heading "Any and All Tender Offer" in the
table below (the "Any and All Tender Offer") and one offer to purchase up to the
Tender Cap described under the heading "Dutch Auction Tender Offer" in the table
below (the "Dutch Auction Tender Offer" and together with the Any and All Tender
Offer, the "Offers" and each an "Offer"), both of which are made pursuant to the
terms and conditions set forth in the Company's Offer to Purchase dated April 6,
2010 (the "Offer to Purchase").

In the Any and All Tender Offer, Meritage is offering to purchase any and all of
its outstanding Senior Notes due 2014.

In the Dutch Auction Tender Offer, Meritage is offering to purchase up to
$65,000,000 (the "Tender Cap") of its outstanding 6.25% Senior Notes due 2015.


                                                        Principal               
                             Purchase   
              CUSIP                                      Amount                 
          Early Tender        Price     
             Number              Title of Security     Outstanding        Tender
Cap        Premium (1)         (1)      
  -----------------------------  -----------------  ----------------- 
----------------  ----------------  ------------- 

  Any and All Tender Offer                                                      
                                        
                                    7% Notes due                                
                                        
            59001AAH5                 5/1/14           $130,000,000          
N/A               $20         $1,025 (2)   
  Dutch Auction  Tender Offer                                                   
                                        
                                                                                
                             $960 --    
                                                                                
                            $1,000  (2) 
                                    6.25% Notes                                 
                           (acceptable  
            59001AAK8               due 3/15/15        $350,000,000      
$65,000,000           $20            range)    

  (1) Per $1,000 principal amount of notes that are accepted for purchase.      
                                        
  (2) Purchase Price includes the Early Tender Premium. Purchase Price minus
Early Tender Premium equals Late Purchase   
   Price.                                                                       
                                        

The Any and All Tender Offer will expire at 12:00 midnight, New York City time,
on May 3, 2010, unless extended (such date and time, as the same may be
extended, the "Any and All Tender Offer Expiration Date"). Holders of notes
subject to the Any and All Tender Offer must validly tender and not validly
withdraw their notes at or before 12:00 midnight, New York City time, on April
19, 2010, unless extended (such date and time, as the same may be extended, the
"Any and All Early Tender Date") to receive the Purchase Price set out above
with respect to such notes. The deadline for holders to validly withdraw tenders
in the Any and All Tender Offer is 12:00 midnight, New York City time, on April
19, 2010, unless extended (such date and time, as the same may be extended, the
"Any and All Tender Offer Withdrawal Deadline"). Holders of notes subject to the
Any and All Tender Offer who validly tender their notes after the Any and All
Early Tender Date and at or before 12:00 midnight, New York City time, on the
Any and All Tender Offer Expiration Date will receive the Purchase Price minus
the Early Tender Premium set out in the table above with respect to such notes
(the Purchase Price minus the applicable Early Tender Premium, the "Any and All
Late Purchase Price").

The Dutch Auction Tender Offer will expire at 12:00 midnight, New York City
time, on May 3, 2010, unless extended (such date and time, as the same may be
extended, the "Dutch Auction Tender Offer Expiration Date"). Holders of notes
subject to the Dutch Auction Tender Offer must validly tender and not validly
withdraw their notes at or before 12:00 midnight, New York City time, on April
19, 2010, unless extended (such date and time, as the same may be extended, the
"Dutch Auction Early Tender Date") to receive the Purchase Price (determined
pursuant to the modified "Dutch Auction" procedure described below). The
deadline for holders to validly withdraw tenders of notes in the Dutch Auction
Tender Offer is 12:00 midnight, New York City time, on April 19, 2010, unless
extended (such date and time, as the same may be extended, the "Dutch Auction
Tender Offer Withdrawal Deadline"). Holders of notes subject to the Dutch
Auction Tender Offer who validly tender their notes after the Dutch Auction
Early Tender Date and at or before 12:00 midnight, New York City time, on the
Dutch Auction Tender Offer Expiration Date will receive the Purchase Price minus
the Early Tender Premium set out in the table above (the Purchase Price minus
the applicable Early Tender Premium, the "Dutch Auction Late Purchase Price").

The Offers are conditioned upon, among other things, the completion by Meritage
of a private offering of not less than $200 million in aggregate principal
amount of unsecured senior debt securities that closes no later than April 19,
2010 on terms reasonably satisfactory to the Company (the "Financing
Condition").

Under the modified "Dutch Auction" procedure, Meritage will accept notes validly
tendered in the Dutch Auction Tender Offer in the order of the lowest to the
highest tender prices specified by tendering holders (in increments of $1.25),
and will select the single lowest price per $1,000 principal amount of notes to
enable the Company to purchase the amount of notes equal to the Tender Cap (or,
if less than the Tender Cap are validly tendered, all notes so tendered and not
withdrawn in the Dutch Auction Tender Offer). Such price (before the subtraction
of the Early Tender Premium, if applicable) will be used for the purpose of
determining the Purchase Price and proration, as described below. Meritage will
pay the same Purchase Price (subject to adjustment, as described below) for all
notes validly tendered at or below the Purchase Price and accepted for purchase
in the Dutch Auction Tender Offer. The Purchase Price paid for notes tendered in
the Dutch Auction Tender Offer after the Dutch Auction Early Tender Date will be
reduced by the Early Tender Premium set out above. If the aggregate amount of
notes validly tendered at or below the Purchase Price and not validly withdrawn
exceeds the Tender Cap, then, subject to the terms and conditions of the Dutch
Auction Tender Offer, Meritage will accept for purchase, first, all notes
validly tendered at prices (in increments of $1.25) below the Purchase Price
and, thereafter, the notes validly tendered at the Purchase Price on a prorated
basis according to the principal amount of such notes. The Company will make
appropriate adjustments downward to the nearest $1,000 principal amount to avoid
purchases of notes in principal amounts other than integral multiples of $1,000.

Holders will also receive accrued and unpaid interest on their notes, up to, but
excluding, the date of payment of the applicable consideration (such date for
each Offer, the "Settlement Date").

Notes subject to the Any and All Tender Offer may be validly withdrawn at any
time at or before the Any and All Tender Offer Withdrawal Deadline, but not
thereafter, except as required by law.  Notes tendered after the Any and All
Withdrawal Deadline may not be withdrawn, except as required by law.

Notes subject to the Dutch Auction Tender Offer tendered at or before the Dutch
Auction Early Tender Date may be validly withdrawn at any time at or before the
Dutch Auction Tender Offer Withdrawal Deadline, but not thereafter, except as
required by law. Notes tendered after the Dutch Auction Withdrawal Deadline may
not be withdrawn, except as required by law.

If any 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 Offers, the Company will
notify Global Bondholder Services Corporation (the "Depositary" and the
"Information Agent") promptly after the applicable Expiration Date of which
notes tendered at or before the applicable Early Tender Date or the applicable
Expiration Date are accepted for purchase and payment pursuant to each Offer.

Notwithstanding any other provision of the Offers, the Company's obligation to
accept for purchase, and to pay for, notes validly tendered and not validly
withdrawn pursuant to the Offers (up to the Tender Cap with respect to the Dutch
Auction Tender Offer) is subject to, and conditioned upon, the satisfaction of
or, where applicable, the Company's waiver of, (a) the Financing Condition and
(b) the General Conditions (as defined in the Offer to Purchase). Subject to
applicable law, each Offer may be terminated or withdrawn.

The Company reserves the right, subject to applicable law, to:

  --  waive any and all conditions to an Offer;

  --  extend or terminate an Offer; or

  --  otherwise amend an Offer.


The Company reserves the right, with respect to either Offer, (a) to accept for
purchase and pay for all notes validly tendered and not validly withdrawn (up to
the Tender Cap with respect to the Dutch Auction Tender Offer, subject to
proration) at or before the applicable Expiration Date and (b) to waive any or
all conditions to the relevant Offer tendered at or before the applicable Early
Tender Date or Expiration Date), as the case may be.

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

Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. will serve as
dealer managers for the Offers 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 offers are made only by the Offer to Purchase, and the information in this
news release is qualified by reference to the Offer to Purchase. Persons with
questions regarding the offers 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 Corporation is the 9th largest homebuilder in the U.S. based on
homes closed. Meritage offers a variety of homes across the Southern and Western
states designed to appeal to a wide range of home buyers, including first-time,
move-up, luxury and active adult buyers, with base prices starting from under
$100,000. As of December 31, 2009, the Company had 153 actively selling
communities in 12 metropolitan areas including Houston, Dallas/Ft. Worth,
Austin, San Antonio, Phoenix/Scottsdale, Tucson, Las Vegas, Denver, Orlando, and
the East Bay/Central Valley and Inland Empire of California. Meritage Homes and
its predecessor companies have delivered more than 65,000 homes since the
Company was founded in 1985.

In 2010, Meritage is celebrating its 25th Anniversary, and is the only large
national homebuilder to be 100% ENERGY STAR(R) qualified in every home started
in 2010. The Company has launched a new Simply Smart Series(TM) and a 99-day
guaranteed completion program in certain communities. Meritage has designed and
built more than 65,000 homes in its 25-year history, and has a reputation for
its distinctive style, quality construction and positive customer experience. To
find a Meritage community near you, go to www.meritagehomes.com.

Meritage Homes is listed on the NYSE under the symbol MTH.

For more information about the Company, visit http://investors.meritagehomes.com

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This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include:
Meritage's intention to offer $200 million of senior unsecured notes and to use
the net proceeds from the offering to repurchase all of its $130 million
aggregate principal amount 7% Senior Notes due 2014, and a portion of its 6.25%
Senior Notes due 2015. Such statements are based upon the current beliefs and
expectations of Company management and current market conditions, which are
subject to significant risks and uncertainties as set forth in Meritage Homes
Corporation Form 10-K for the year ended December 31, 2009 under the caption
"Risk Factors". As a result of these and other factors, actual results may
differ from those set forth in the forward-looking statements and the Company's
stock and note prices may fluctuate significantly. The Company makes no
commitment, and disclaims any duty, to update or revise any forward-looking
statements to reflect future events or changes in these expectations.

CONTACT:  Meritage Homes Corporation
          Investor Relations:
          Brent Anderson, Vice President-Investor Relations
            (972) 580-6360
          Corporate Communications:
          Jane Hays, Vice President-Corporate Marketing/Communications
            (972) 580-6353
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