Exhibit 99.1
Meritage Homes Announces Offering of Convertible Senior Notes
SCOTTSDALE, Ariz., May 6, 2024Meritage Homes Corporation (NYSE: MTH, Meritage or the Company), the fifth-largest
homebuilder in the U.S., today announced that it has commenced an offering of $500 million aggregate principal amount of its Convertible Senior Notes due 2028 (the notes), subject to market and other conditions. The Company also
expects to grant the initial purchasers of the notes a 13-day option to purchase up to $75 million of aggregate principal amount of additional notes.
The notes will be senior, unsecured obligations of the Company and will be guaranteed fully, unconditionally, and jointly and severally initially by each of
the Companys direct and indirect owned subsidiaries from time to time guaranteeing the Companys existing senior notes, that is a guarantor or obligor under the Companys existing revolving credit agreement or that is a guarantor or
obligor with respect to certain refinancing indebtedness with respect to the Companys existing senior notes. Interest related to the notes is expected to be payable semi-annually in arrears on May 15 and November 15 of each year,
beginning on November 15, 2024. The Company will satisfy any conversion elections by paying cash up to the aggregate principal amount of the notes to be converted and paying or delivering, as the case may be, cash, shares of the Companys
common stock or a combination of cash and shares of the Companys common stock, at the Companys election, in respect of the remainder, if any, of the Companys conversion obligation in excess of the aggregate principal amount of the
notes being converted. The interest rate, the initial conversion rate, and certain other terms of the offering will be determined at the time of pricing. The offering is subject to market conditions, and there can be no assurance as to whether or
when the offering will be completed, or as to the actual size or terms of the offering.
The Company intends to use the net proceeds received from the
offering to pay the cost of entering into capped call transactions, as described below, to redeem all of its outstanding 6.00% Senior Notes due 2025 and the remainder for general corporate purposes. If the initial purchasers exercise their option to
purchase additional notes, the Company expects to use a portion of the net proceeds from the sale of such additional notes to enter into additional capped call transactions, as described below, and to use the remainder of such net proceeds for
general corporate purposes.
Contemporaneous with the pricing of the notes, the Company expects to enter into privately negotiated capped call
transactions in respect of the notes with one or more of the initial purchasers or their respective affiliates and/or certain other financial institutions (the counterparties). The capped call transactions are expected to cover, subject
to anti-dilution adjustments, the number of shares of the Companys common stock initially underlying the notes. The capped call transactions are expected generally to reduce potential dilution to the Companys common stock upon conversion
of any notes and to offset any cash payments made by the Company in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to
purchase additional notes, the Company expects to enter into additional capped call transactions with the counterparties in respect of the additional notes.