Item 8.01Other Events
Fixed Rate Secured Notes Series UIC-9K, 10K, 11K, 12K, 13K, 14K, 15K, 16K, 17K, 18, 19K, 20K and 21K
On October 12, 2021, the Company and the Trustee entered the Forty-Second Supplemental Indenture to the Base Indenture (the “Fixed Rate Secured Notes Series UIC-9K, 10K, 11K, 12K, 13K, 14K, 15K, 16K, 17K, 18, 19K, 20K and 21K Forty-Second Supplemental Indenture”) and a Pledge and Security Agreement (the “Fixed Rate Secured Notes Series UIC-9K, 10K, 11K, 12K, 13K, 14K, 15K, 16K, 17K, 18, 19K, 20K and 21K Security Agreement”). In connection with the foregoing, the Company has offered up to $9,351,000 in aggregate principal amount of UIC-9K, 10K, 11K, 12K, 13K, 14K, 15K, 16K, 17K, 18, 19K, 20K and 21K Secured Notes (the “Series UIC-9K, 10K, 11K, 12K, 13K, 14K, 15K, 16K, 17K, 18, 19K, 20K and 21K Notes”) in a public offering. Investors in the Series UIC-9K, 10K, 11K, 12K, 13K, 14K, 15K, 16K, 17K, 18, 19K, 20K and 21K Notes must first join the U-Haul Investors Club. The Company intends to use the proceeds to reimburse its subsidiaries and affiliates for the cost of acquisition and development of the collateral pledged in such offering (the “Collateral”) and for general corporate purposes.
The Series UIC-9K, 10K, 11K, 12K, 13K, 14K, 15K, 16K, 17K, 18, 19K, 20K and 21K Notes bear interest at rates between 1.50% and 4.50% per year and mature between two years through twelve years and fifteen years from issue date and are fully amortizing over their respective terms. Principal and interest on the Notes will be credited to each holder’s U-Haul Investors Club account on a quarterly basis in arrears throughout the term. The Fixed Rate Secured Notes Series UIC-9K, 10K, 11K, 12K, 13K, 14K, 15K, 16K, 17K, 18, 19K, 20K and 21K Forty-Second Supplemental Indenture and the Fixed Rate Secured Notes Series UIC-9K, 10K, 11K, 12K, 13K, 14K, 15K, 16K, 17K, 18, 19K, 20K and 21K Security Agreement contain covenants requiring the maintenance of a first-priority lien on the Collateral subject to permitted liens, and a prohibition of additional liens on the Collateral. The Notes are not guaranteed by any subsidiary of the Company, and therefore are effectively subordinated to all of the existing and future claims of creditors of each of the Company’s subsidiaries.
The Series UIC-9K, 10K, 11K, 12K, 13K, 14K, 15K, 16K, 17K, 18, 19K, 20K and 21K Notes were offered and will be sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-235872) under the Securities Act of 1933, as amended. The Company has filed with the Securities and Exchange Commission a prospectus supplement, dated October 12, 2021, together with the accompanying prospectus, dated January 10, 2020, relating to the offering and sale of the Series UIC-9K, 10K, 11K, 12K, 13K, 14K, 15K, 16K, 17K, 18, 19K, 20K and 21K Notes.
For a complete description of the terms and conditions of the Fixed Rate Secured Notes Series UIC-9K, 10K, 11K, 12K, 13K, 14K, 15K, 16K, 17K, 18, 19K, 20K and 21K Forty-Second Supplemental Indenture and the Fixed Rate Secured Notes Series UIC-9K, 10K, 11K, 12K, 13K, 14K, 15K, 16K, 17K, 18, 19K, 20K and 21K Security Agreement, please refer to the Fixed Rate Secured Notes Series UIC-9K, 10K, 11K, 12K, 13K, 14K, 15K, 16K, 17K, 18, 19K, 20K and 21K Forty-Second Supplemental Indenture and the Fixed Rate Secured Notes Series UIC-9K, 10K, 11K, 12K, 13K, 14K, 15K, 16K, 17K, 18, 19K, 20K and 21K Security Agreement, each of which is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibit 4.1.
A copy of the opinion and consent of Laurence J. De Respino, Secretary of the Company, as to the validity of the Series UIC-9K, 10K, 11K, 12K, 13K, 14K, 15K, 16K, 17K, 18, 19K, 20K and 21K Notes is incorporated by reference into the Registration Statement on Form S-3 (File No. 333-235872) and filed as Exhibit 5.1 hereto.
