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

 

Date of Report (Date of earliest event reported): May 3, 2019

AMERCO

(Exact name of registrant as specified in its charter)

 

 

 

(775) 688-6300

(Registrant’s telephone number, including area code)

Not Applicable (Former name or former address if changed since last report)

 

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-2I, 3I, 4I, 5I, 6I, 7I, 8I and 9I

 

On May 3, 2019, the Company and the Trustee entered the Thirty-Sixth Supplemental Indenture to the Base Indenture (the “Fixed Rate Secured Notes Series UIC-2I, 3I, 4I, 5I, 6I, 7I, 8I and 9I Thirty-Sixth Supplemental Indenture”) and a Pledge and Security Agreement (the “Fixed Rate Secured Notes Series UIC-2I, 3I, 4I, 5I, 6I, 7I, 8I and 9I Security Agreement”).  In connection with the foregoing, the Company has offered up to $7,790,200 in aggregate principal amount of UIC-2I, 3I, 4I, 5I, 6I, 7I, 8I and 9I Secured Notes (the “Series UIC-2I, 3I, 4I, 5I, 6I, 7I, 8I and 9I Notes”) in a public offering.  Investors in the Series UIC-2I, 3I, 4I, 5I, 6I, 7I, 8I and 9I 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-2I, 3I, 4I, 5I, 6I, 7I, 8I and 9I Notes bear interest at rates between 3.00% and 6.50% per year and mature between two and thirty 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-2I, 3I, 4I, 5I, 6I, 7I, 8I and 9I Thirty-Sixth Supplemental Indenture and the Fixed Rate Secured Notes Series UIC-2I, 3I, 4I, 5I, 6I, 7I, 8I and 9I Security Agreement contain covenants requiring the maintenance of a first-priority lien on the Collateral, and a prohibition on additional liens on the Collateral, in each case subject to certain permitted liens.  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-2I, 3I, 4I, 5I, 6I, 7I, 8I and 9I Notes will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-215546) under the Securities Act of 1933, as amended.  The Company has filed with the Securities and Exchange Commission a prospectus supplement, dated May 3, 2019, together with the accompanying prospectus, dated January 13, 2017, relating to the offering and sale of the Series UIC-2I, 3I, 4I, 5I, 6I, 7I, 8I and 9I Notes. 

 

For a complete description of the terms and conditions of the Fixed Rate Secured Notes Series UIC-2I, 3I, 4I, 5I, 6I, 7I, 8I and 9I Thirty-Sixth Supplemental Indenture and the Fixed Rate Secured Notes Series UIC-2I, 3I, 4I, 5I, 6I, 7I, 8I and 9I Security Agreement, please refer to the Fixed Rate Secured Notes Series UIC-1I Thirty-Sixth Supplemental Indenture and the Fixed Rate Secured Notes Series UIC-2I, 3I, 4I, 5I, 6I, 7I, 8I and 9I 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 Jennifer M. Settles, Secretary of the Company, as to the validity of the Series UIC-2I, 3I, 4I, 5I, 6I, 7I, 8I and 9I Notes is incorporated by reference into the Registration Statement on Form S-3 (File No. 333-215546) and filed as Exhibit 5.1 hereto.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits. 

 

Exhibit No.	Description
4.1	Series UIC-2I, 3I, 4I, 5I, 6I, 7I, 8I and 9I Thirty-Sixth Supplemental Indenture and Pledge and Security Agreement dated May 3, 2019, by and between AMERCO and U.S. Bank National Association, as trustee.
5.1	Opinion of Jennifer M. Settles, Secretary of AMERCO.
23.1	Consent of Jennifer M. Settles, 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: May 3, 2019

 

EXHIBIT INDEX

 

Exhibit No.	Description
4.1	Series UIC-2I, 3I, 4I, 5I, 6I, 7I, 8I and 9I Thirty-Sixth Supplemental Indenture and Pledge and Security Agreement dated May 3, 2019, by and between AMERCO and U.S. Bank National Association, as trustee.
5.1	Opinion of Jennifer M. Settles, Secretary of AMERCO.
23.1	Consent of Jennifer M. Settles, Secretary of AMERCO (included in Exhibit 5.1).