The company is soliciting consents to the adoption of proposed amendments to the indenture for the notes.
Under current terms, note holders that tender prior to midnight, New York time, on March 12 and do not validly withdraw before that time will be paid in an amount equal to $30 for each $1,000 principal amount of notes.
The offer will expire at midnight, New York time, on March 26, unless extended.
The offer is conditional. Among other things it is subject to the company’s completion 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 “on terms reasonably satisfactory to Meritage.”
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 per $1,000 principal amount.
Holders will 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Notes subject to the offer may be validly withdrawn at any time at or before the consent date, but not thereafter, except as required by law.
Notes tendered after the consent date may not be withdrawn, except as required by law.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.
If the entire $99,825,000 principal amount of the 2017 notes is tendered and accepted for purchase, Meritage will expense $800,000 of capitalized debt costs and incur up to $3.4 million in prepayment premium.
Citigroup Global Markets Inc. will serve as sole dealer manager for the offer and Global Bondholder Services Corp. will serve as the depositary and information agent.