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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

 

October 20, 2020

 

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))


 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule   12b-2   of the Securities Exchange Act of 1934 (§240.12b-2   of this chapter).

Emerging growth company    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section   13(a) of the Exchange Act.    

 

 

 


Item   8.01Other Events

 

Fixed Rate Secured Notes Series UIC-11J, 12J, 13J, 14J, 15J, 16J, 17J, 18J and 19J

 

On October 20, 2020, the Company and the Trustee entered the Thirty-Ninth Supplemental Indenture to the Base Indenture (the “Fixed Rate Secured Notes Series UIC-11J, 12J, 13J, 14J, 15J, 16J, 17J, 18J and 19J Thirty-Ninth Supplemental Indenture”) and a Pledge and Security Agreement (the “Fixed Rate Secured Notes Series UIC-11J, 12J, 13J, 14J, 15J, 16J, 17J, 18J and 19J Security Agreement”).   In connection with the foregoing, the Company has offered up to $4,361,000 in aggregate principal amount of UIC-11J, 12J, 13J, 14J, 15J, 16J, 17J, 18J and 19J Secured Notes (the “Series UIC-11J, 12J, 13J, 14J, 15J, 16J, 17J, 18J and 19J Notes”) in a public offering.   Investors in the Series UIC-11J, 12J, 13J, 14J, 15J, 16J, 17J, 18J and 19J 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-11J, 12J, 13J, 14J, 15J, 16J, 17J, 18J and 19J Notes bear interest at rates between 2.75% and 4.00% per year and mature between four and nine 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-11J, 12J, 13J, 14J, 15J, 16J, 17J, 18J and 19J Thirty-Ninth Supplemental Indenture and the Fixed Rate Secured Notes Series UIC-11J, 12J, 13J, 14J, 15J, 16J, 17J, 18J and 19J 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-11J, 12J, 13J, 14J, 15J, 16J, 17J, 18J and 19J 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 20, 2020, together with the accompanying prospectus, dated January 10, 2020, relating to the offering and sale of the Series UIC-11J, 12J, 13J, 14J, 15J, 16J, 17J, 18J and 19J Notes.  

 

For a complete description of the terms and conditions of the Fixed Rate Secured Notes Series UIC-11J, 12J, 13J, 14J, 15J, 16J, 17J, 18J and 19J Thirty-Ninth Supplemental Indenture and the Fixed Rate Secured Notes Series UIC-11J, 12J, 13J, 14J, 15J, 16J, 17J, 18J and 19J Security Agreement, please refer to the Fixed Rate Secured Notes Series UIC-11J, 12J, 13J, 14J, 15J, 16J, 17J, 18J and 19J Thirty-Ninth Supplemental Indenture and the Fixed Rate Secured Notes Series UIC-11J, 12J, 13J, 14J, 15J, 16J, 17J, 18J and 19J 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-11J, 12J, 13J, 14J, 15J, 16J, 17J, 18J and 19J Notes is incorporated by reference into the Registration Statement on Form S-3 (File No. 333-235872) and filed as Exhibit 5.1 hereto.

 


 


Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.  

 

Exhibit No.

Description

4.1

Series UIC-11J, 12J, 13J, 14J, 15J, 16J, 17J, 18J and 19J Thirty-Ninth Supplemental Indenture and Pledge and Security Agreement dated October 20, 2020, by and between AMERCO and U.S. Bank National Association, as trustee.

5.1

Opinion of Laurence J. De Respino, Secretary of AMERCO.

23.1

Consent of Laurence J. De Respino, Secretary of AMERCO (included in Exhibit 5.1).

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

AMERCO

(Registrant)

 

/s/ Jason A. Berg

Jason A. Berg

Chief Financial Officer

 

Date: October 20, 2020

 


 

EXHIBIT INDEX

 

Exhibit No.

Description

4.1

Series UIC-11J, 12J, 13J, 14J, 15J, 16J, 17J, 18J and 19J Thirty-Ninth Supplemental Indenture and Pledge and Security Agreement dated October 20, 2020, by and between AMERCO and U.S. Bank National Association, as trustee.

5.1

Opinion of Laurence J. De Respino, Secretary of AMERCO.

23.1

Consent of Laurence J. De Respino, Secretary of AMERCO (included in Exhibit 5.1).