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
February 21, 2023
Date of Report (Date of earliest event reported) |
U-Haul Holding Company
(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) |
N/A
_____________________________________________________________________________
(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)
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 | New York Stock Exchange |
Common Stock, $0.001 par value | UHAL.B | New York Stock Exchange |
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-01M, 02M, 03M, 04M, 05M, 06M, 07M, 08M, 09M, 10M, 11M, 12M, 13M, 14M, 15M, 16M, 17M, 18M, 19M, and 20M
On February 21, 2023, U-Haul Holding Company (the “Company“) and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, a national banking association (the “Trustee“) entered into the Forty-Eighth Supplemental Indenture to the Base Indenture (the “Fixed Rate Secured Notes Series UIC-01M to 20M Forty-Eighth Supplemental Indenture”) and a Pledge and Security Agreement (the “Fixed Rate Secured Notes Series UIC-01M to 20M Security Agreement”). In connection with the foregoing, the Company has offered up to $8,375,000 in aggregate principal amount of UIC-01M to 20M Secured Notes (the “Series of UIC-01M to 20M Notes”) in a public offering. Investors in the Series UIC-01M to 20M 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-01M to 20M Notes bear interest at rates between 4.70% and 5.00% per year and mature between two years through eight 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-01M to 20M Forty-Eighth Supplemental Indenture and the Fixed Rate Secured Notes Series UIC-01M to 20M 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-01M to 20M Notes were offered and will be sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-268891) under the Securities Act of 1933, as amended. The Company has filed with the Securities and Exchange Commission a prospectus supplement, dated December 20, 2022, together with the accompanying prospectus, dated February 21, 2023, relating to the offering and sale of the Series UIC-01M to 20M Notes.
For a complete description of the terms and conditions of the Fixed Rate Secured Notes Series UIC-01M to 20M Forty-Eighth Supplemental Indenture and the Fixed Rate Secured Notes Series UIC-01M to 20M Security Agreement, please refer to the Fixed Rate Secured Notes Series UIC-01M to 20M Forty-Eighth Supplemental Indenture and the Fixed Rate Secured Notes Series UIC-01M to 20M 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-01M to 20M Notes is incorporated by reference into the Registration Statement on Form S-3 (File No. 333-268891) and filed as Exhibit 5.1 hereto.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. | Description |
4.1 | Series UIC-01M, 02M, 03M, 04M, 05M, 06M, 07M, 08M, 09M, 10M, 11M, 12M, 13M, 14M, 15M, 16M, 17M, 18M, 19M, and 20M Forty-Eighth Supplemental Indenture and Pledge and Security Agreement dated February 21, 2023, by and between U-Haul Holding Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee. |
5.1 | Opinion of Laurence J. De Respino, Secretary of U-Haul Holding Company. |
23.1 | Consent of Laurence J. De Respino, Secretary of U-Haul Holding Company (included in Exhibit 5.1). |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL documents) |
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.
U-Haul Holding Company
(Registrant)
/s/ Jason A. Berg
Jason A. Berg
Chief Financial Officer
Date: February 21, 2023
