UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 8, 2022
Date of Report (Date of earliest event reported) |
AMERCO
(Exact name of registrant as specified in its charter) |
Nevada 001-11255 88-0106815
(State or other jurisdiction of incorporation) | (Commission File Number) | | (I.R.S. Employer Identification No.) |
5555 Kietzke Lane , Ste. 100
Reno , NV 89511
(Address of Principal Executive Offices) |
775 668-6300
(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock , $0.25 par value | UHAL | NASDAQ Global Select Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01Other Events
Fixed Rate Secured Notes Series UIC-1L, 2L, 3L, 4L and 5L
On March 8, 2022, the Company and the Trustee entered the Forty-Third Supplemental Indenture to the Base Indenture (the “Fixed Rate Secured Notes Series UIC-1L, 2L, 3L, 4L and 5L Forty-Third Supplemental Indenture”) and a Pledge and Security Agreement (the “Fixed Rate Secured Notes Series UIC-1L, 2L, 3L, 4L and 5L Security Agreement”). In connection with the foregoing, the Company has offered up to $6,057,000 in aggregate principal amount of UIC-1L, 2L, 3L, 4L and 5L Secured Notes (the “Series UIC-1L, 2L, 3L, 4L and 5L Notes”) in a public offering. Investors in the Series UIC-1L, 2L, 3L, 4L and 5L 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-1L, 2L, 3L, 4L and 5L Notes bear interest at rates between 1.50% and 2.00% per year and mature between two years through four 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-1L, 2L, 3L, 4L and 5L Forty-Third Supplemental Indenture and the Fixed Rate Secured Notes Series UIC-1L, 2L, 3L, 4L and 5L 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-1L, 2L, 3L, 4L and 5L 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 March 8, 2022, together with the accompanying prospectus, dated January 10, 2020, relating to the offering and sale of the Series UIC-1L, 2L, 3L, 4L and 5L Notes.
For a complete description of the terms and conditions of the Fixed Rate Secured Notes Series UIC-1L, 2L, 3L, 4L and 5L Forty-Third Supplemental Indenture and the Fixed Rate Secured Notes Series UIC-1L, 2L, 3L, 4L and 5L Security Agreement, please refer to the Fixed Rate Secured Notes Series UIC-1L, 2L, 3L, 4L and 5L Forty-Third Supplemental Indenture and the Fixed Rate Secured Notes Series UIC-1L, 2L, 3L, 4L and 5L 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-1L, 2L, 3L, 4L and 5L Notes is incorporated by reference into the Registration Statement on Form S-3 (File No. 333-235872) and filed as Exhibit 5.1 hereto.
