Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-169832
Prospectus Supplement to Prospectus dated October 7, 2010
Up to $10,735,000
AMERCO
Fixed Rate Secured Notes Series UIC-1C, 2C, 3C, 4C, 5C, 6C, 7C, 8C and 9C
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AMERCO is offering up to $10,735,000 aggregate principal amount of its Fixed Rate Secured Notes Series UIC-1C, 2C, 3C, 4C, 5C, 6C, 7C, 8C and 9C (the “notes”). The notes will be issued over a period of time and from time to time, in up to nine separate series, with each series having one or more separate sub-series. Each of the nine series of notes (including all sub-series of notes issued under their respective series) shall bear a term and corresponding interest rate to be determined by AMERCO (the “Company” ) management prior to the closing of the first subseries of notes under such note series, in accordance with the terms hereof. At that time, the Initial Collateral which shall secure such series of notes shall be selected and assigned to the series. As notes are offered, prospective investors shall have the opportunity to select the series and sub-series of notes for which such prospective investor is subscribing. The notes are fully amortizing and shall have terms of 15, 20, 25 or 30 years. Principa l and interest on the notes will be credited to each holder’s U-Haul Investors Club® account in arrears every three months, as provided herein.
With respect to each series of notes, the term and interest rate are as follows:
- All series of notes with a ter m of 15 years shall bear interest at 6.9% per annum
- All series of notes with a term of 20 years shall bear interest at 7.2% per annum
- All series of notes with a term of 25 years shall bear interest at 7.5% per annum
- All series of notes with a term of 30 ye ars shall bear interest at 8.0% per annum
Each of the series of notes shall be secured by one of the following properties, as the Initial Collateral for such series, subject to collateral substitutions as provided herein:
- U-Haul of Sunnyslope , located in Phoenix, Arizona (the “Phoenix Property”).
- U-Haul Kansas City Engine Remanufacturing Facility, located in Kansas City, Missouri (the “Kansas City Property”).
- U-Haul Forest Park Shop, located in Forest Park, Illinois (the “Forest Park Property”).
- U-Haul of Tri-City, located in Tempe, Arizona (the “Tempe Property”).
- U-Haul of Tryon St., located in Charlotte, North Carolina (the “Charlotte Property”).
- U-Haul of I-35 & Berry, located in Fort Worth, Texas (the Fort Worth Property”).
- U-Haul of W. Bonanza, located in Las Vegas, Nevada (the “Las Vegas Property”).
- U-Haul of Eastex Freeway, located in Beaumont, Texas (the “Beaumont Property”)
- U-Haul of LaPalco, located in Harvey, Louisiana (the “Harvey Property”)
Once $100 has been invested with us in notes in any series herein, we will grant a mortgage or deed of trust lien, as appropriate in the respective jurisdiction, to the trustee, for the benefit of the no teholders, on the property selected by Company management as to be securing such series. The series of notes hereunder are not cross-defaulted or cross-collateralized to one another. Accordingly, a default by AMERCO under one series of notes shall not t rigger a default under any other series of notes hereunder
or under any other obligation of AMERCO or its affiliates. Additionally, the collateral pledged to secure one series of notes hereunder shall not secure any other series of notes hereunder. The e quity of one property will not serve as security for any series of notes other than the series of notes under which such property has been pledged.
No underwriter or other third-party has been engaged to facilitate the sale of the notes in this offering.
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The n otes are not savings accounts, deposit accounts or money market funds. The n otes are not guaranteed or insured by the Federal Deposit Insurance Corporation, the Federal Reserve or any other governmental agency .
See “Risk Factors” beginning on page S-9 of this prospectus supplement to read about important facts you should consider before buying the notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of th ese securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Per Note |
Total |
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Offering Price |
100% |
$10,735,000 |
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Proceeds to AMERC O (before expenses) |
100% |
$10,735,000 |
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The notes are being issued in uncertificated book-entry form only, and will not be listed on any
securities exchange.
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Prospectus Supplement dated January 15, 2013 .
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Prospectus Supplement |
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About This Prospectus Supplement |
S-i |
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Where You Can Find More Information |
S-i |
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Note Regarding Forward-Looking Statements |
S-ii |
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Prospectus Supplement Summary |
S-1 |
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Summary Selected Consolidated Financial Information |
S-7 |
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Risk Factors |
S-9 |
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Use of Proceeds |
S-19 |
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Ratio of Earnings to Fixed Charges |
S-19 |
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Description of Notes |
S-19 |
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U-Haul Investors Club |
S-39 |
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Material U. S. Federal Income Tax Consequences |
S-41 |
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Plan of Distribution |
S-44 |
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Legal Matters |
S-44 |
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Experts |
S-44 |
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Prospectus |
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About This Prospectus |
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About AMERCO |
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Risk Factors |
4 |
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Note Regarding Forward-Looking Statements |
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Description of Securities |
5 |
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Use of Proceeds |
5 |
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Ratio of Earnings to Fixed Charges |
5 |
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Plan of Distribution |
5 |
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Legal Matters |
7 |
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Experts |
7 |
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Incorporation of Certain Information by Reference |
7 |
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Where You Can Find More Information |
8 |
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is the p rospectus s upplement, which contains the terms of this offering of n otes. The second part, the accompanying prospectus dated October 7 , 2010, gives more general information, some of which may not apply to this offering.
We have n ot authorized any one to provide any information or to make any representations other than those contained or in corporated by reference in this p rospectus s upplement, the accompanying p rospectus or in any free writing prospectuses that AMERCO may prep are. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This p rospectus s upplement and the accompanying p rospectus is an offer to invite subscriptions to purchase n otes, but only under circumstances and in jurisdictions where it is lawf ul to do so. The information contained in this p rospectus s upplement and the accompanying p rospectus is current only as of the respective dates of such documents.
If there is any inconsistency between the information in this prospectus s upplement and the accompanying p rospectus, you should r ely on the information in this p rospectus s upplement.
WHERE YOU CAN FIND MORE INFORMATION
AMERCO is subject to the informational requirements of the Securities and Exchange Act of 1934, as amended (the “Exchange Act” ), and in accordance therewith file s reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”) . AMERCO’s filings are available to the public over the Internet at the SEC’s website at sec.gov , as well as at AME RCO’s website , amerco.com . You may also read and copy, at prescribed rates, any document AMERCO file s with the SEC at the Public Reference Room of the Securities and Exchange Commission located at 100 F Street, N.E. , Washington , D.C. 20549 . Please call th e SEC at 1-800-732 -0330 for further information on the SEC’s Public Reference Room.
In this prospectus supplement, as permitted by law, we “incorporate by reference” information from other documents that AMERCO files with the SEC. This means that we can d isclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus supplement and should be read with the same care. When AMERCO updates the information containe d in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference in this prospectus supplement is considered to be automatically updated and superseded. In other words, in case of a co nflict or inconsistency between information contained in this prospectus supplement and information incorporated by reference into this prospectus supplement, you should rely on the information contained in the document that was filed later.
We incorpora te by reference in this prospectus supplement the documents listed below:
• our Annual Report on Form 10-K for the fiscal year ended March 31, 2012;
• those portions of our definitive proxy statement on Schedule 14A dated July 18, 2012, incorporated by reference in our Annual Report on Form 10-K for the year ended March 31, 2012;
• our Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2012 and September 30, 2012; and
• our current reports on Form 8-K filed on August 27, 2010, September 10, 2010, February 3, 2011, February 22, 2011, February 25, 2011, March 1, 2011, March 2, 2011, March 4, 2011, March 22, 2011, March 22, 2011, April 1, 2011, April 7, 2011, April 22, 2011, June 23, 2011, July 20, 2011, August 17, 2011, Augu st 29, 2011, September 28, 2011, October 31, 2011, December 13, 2011, December 28, 2011 (Form 8-K/A), January 18, 2012, February 2, 2012,
February 14, 2012, March 26, 2012, May 15, 2012, June 12, 2012, August 21, 2012 and two such filings on September 4, 2012.
Unless stated otherwise in the applicable report, information furnished under Item 2.02 or 7.01 of our Current Reports on Form 8-K is not incorporated by reference.
Other than any documents expressly incorporated by reference, the information on ou r website and any other website that is referred to in this prospectus supplement is not part of this prospectus supplement.
You may obtain any of the documents incorporated by reference in this prospectus supplement from the SEC through the SEC’s website at the address provided above. You also may request a copy of any document incorporated by reference in this prospectus (excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference in this document), at no cost . Requests should be directed to AMERCO, Corporate Secretary, c/o U-Haul International, Inc., 2727 N. Central Avenue, Phoenix, AZ 85004, telephone (602) 263- 6788.
We own the registered trademarks or service marks “ U-Haul ®”, “ AMERCO® ” , “ In-Town® ” , “ eMove ® ”, “ C.A.R.D.® ”, “ Safemove® ”, “ WebSelfStora g e ®”, “ webselfstorage.com (SM) ”, “ uhaul.com ® ”, “ Lowest Decks (SM) ”, “ Gentle Ride Suspension (SM) ”, “ Mom’s Attic ® ”, “ U-Box ®”, “ Moving Help ®”, “ Safestor® ” , “U-Haul Investors Club™”, “uhaulinvestorsclub.com® “U-Note®”, among others, for use in connection with the moving and storage business. This prospectus supplement also includes product name and other trade names and service marks owned by AMERCO or its a ffiliates .
NOTE REGARDING FORWARD - LOOKING STATEMENTS
This prospectus supplement contains “forward-looking statements” regarding future events and our future results of operations. AMERCO may make additional written or oral forward-looking statements fro m time to time in filings with the SEC or otherwise. We believe such forward-looking statements are within the meaning of the safe -harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) , and Section 21E of the Exc hange Act. Such statements may include, but are not limited to, projections of revenues, earnings or loss, estimates of capital expenditures, plans for future operations, products or services, financing needs and plans; our perceptions of our legal positi ons and anticipated outcomes of government investigations and pending litigation against us, liquidity, goals and strategies, plans for new business, storage occupancy, growth rate assumptions, pricing, costs, and access to capital and leasing markets as w ell as assumptions relating to the foregoing. The words “believe,” “expect,” “anticipate,” “estimate,” “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made.
Forward-looking statement s are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could significantly affect resu lts include, without limitation: the risks enumerated in the “Risk Factors” section beginning on page S-9 of t his prospectus supplement , as well as the following: our ability to op erate pursuant to the terms of our credit facilities; our ability to maintain contracts that are critical to our operations; the costs and availability of financing; our ability to execu te our business plan; our ability to attract, motivate and retain employees; general economic conditions; fluctuations in our costs to maintain and update our fleet and facilities; our ability to refinance our debt; changes in government regulations, parti cularly environmental regulations; our credit ratings; the availability of credit; changes in demand for our products; changes in the general domestic economy; the degree and nature of our competition; the resolution of pending litigation against us ; chang es in accounting standards and other factors described in this report or the other documents AMERCO file s with the SEC. The above factors, as well as other statements in this prospectus supplement or in the incorporated documents , could contribute to or ca use such risks or uncertainties, or could cause our performance to fluctuate dramatically. Consequently, forward-looking statements should not be regarded as representations or warranties by us that such matters will be realized and readers are cautioned not to place undue reliance on them . We assume no obliga tion to update or revise any forward-looking statements, whether in response to new information, unforeseen events, changed circumstances or otherwise.
You should carefully consider the trends, ri sks and uncertainties described in the “Risk Factors” section beginning on page S-9 of this prospectus supplement and other information in this prospectus and reports filed with the SEC before making any investmen t decision with respect to the n otes. If a ny of the se trends, risks or uncertainties actually occurs or continues, our business, financial condition or operating results could be materially adversely affected. All forward-looking statements attributable to us or persons acting on our behalf are ex pressly qualified in their entire ty by this cautionary statement.
This summary highlights selected information contained elsewhere or incorporated by reference in this prospe ctus supplement and may not contain all the information that you need to consider in making your investment decision with respect to the notes. You should carefully read this entire prospectus supplement, and the accompanying prospectus, as well as the in formation incorporated by reference herein, before deciding whether to invest. You should pay special attention to the “Risk Factors” section beginning on page S-9 of this prospectus supplement to determine whether an investment in the notes is appropriat e for you.
About AMERCO and U-Haul
AMERCO, a Nevada corporation (“AMERCO”), is the holding company for U-Haul International, Inc. (“U-Haul”), Amerco Real Estate Company (“Real Estate”), Repwest Insurance Company (“Repwest”) and Oxford Life Insurance Compan y (“ Oxford ”). Unless otherwise indicated or unless the context requires otherwise, all references in this p rospectus s upplement to “we”, “us”, “our” or the “Company” me an AMERCO and its subsidiaries; and all references in this prospectus supplement to “AM ERCO” mean AMERCO only, excluding its subsidiaries.
Through U-Haul, we believe that we are North America’s largest and most comprehensive “do-it-yourse lf” moving and storage operator. Our primary focus is to provide our customers with a wide selection o f moving rental equipment, convenient self-storage rental facilities and related moving and self-storage products and services. We aim to expand our distribution and improve customer service by increasing the amount of moving equipment and storage rooms available for rent, expanding the number of independent dealers in our network and expanding and taking advantage of our growing eMove ® capabilities, an online marketplace that connects consumers to independent Moving Help ™ service providers and independen t self-storage facilities.
As of March 31, 2012, the U-Haul system included ov er 1,450 owned and managed retail moving centers and approximately 15,500 independent dealer locations. U-Haul is a leader in supplying products and services to help people move and store their h ousehold and commercial goods.
Each of the owned and managed retail moving centers and the i ndependent d ealer locations rent distinctive orange and white U-Haul trucks an d trailers. The owned and managed retail moving centers typically also offer self-storage rooms to customers, and U-Haul has thousands of independent storage affiliates. M any of the locations also sell U-Haul brand boxes, tape and other moving and self-s torage products and services to moving and storage customers, and U-Haul sells similar products and services to such customers through its website , uhaul.com .
In addition, c ustomers are offered moving and storage protection packages such as SafeMove™ and SafeTow™, providing moving and towing customers with a collision damage waiver, cargo protection and medical and life coverage. For customers who desire additional coverage over and above the standard SafeMove™ protection, U-Haul also offers its Super Saf eMove™ product. This package provides the rental customer with a layer of primary liability protection. T he current provider of SafeMove™ and Super SafeMove™ coverage is Repwest .
We believe that U-Haul is the most convenient supplier of products and serv ices addressing the needs of the United States and Canadian “do-it-yourself” moving and storage market. The U-Haul s ystem’s broad geographic coverage throughout the United States and Canada and the extensive selection of U-Haul brand moving equipment rent als, self-storage rooms and related moving and storage products and services provide U-Haul customers with convenient “one-stop” shopping. As of March 31, 201 2 , the U-Haul rental fleet consisted of approximately 106,000 trucks and vans, 83,000 trailers a nd 33,000 tow devices.
Prior and subsequent to this offering of notes, AMERCO is issuing additional series of collateralized notes through the U-Haul Investors Club. Additionally, AMERCO intends to offer further series of notes, in the future, through the U-Haul Investors Club.
AMERCO is a publicly traded Nevada corporation. AMERCO’s common stock is listed on the NASDAQ Global Selec t Market under the symbol “UHAL ” . AMERCO’s principal executive offices are located at 1325 Airmotive Way, Suite 100 , R eno , Nevada 89502-3239 . Its website address is amerco.com .
You can get more information regarding our business by reading our A nnual R eport on Form 10-K for the fiscal year ended March 31, 2012 and the other reports an d information that AMERCO file s with the SEC. See “Wher e You Can Find More Information” on page S- i of this prospectus supplement.
The Offering
The following summary describes the principal terms of the notes and the U-Haul Investors Club. Certain of the terms and conditions below are subject to important limitations and exceptions. For a more detailed description of the terms and conditions of the notes and the U-Haul Investors Club, see “ Description of the Notes ” beginning on page S-19 of this prospectu s supplement and “U-Haul Investors Club” beginning on page S-39 of this prospectus supplement.
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Issuer |
AMERCO. |
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Notes Offered; Notes Issued in Sub-Series |
Up to $ 10,735,000 aggregate principal amount of Fixed Rate Secured Notes Series UIC- 1C , 2C, 3C, 4C, 5C, 6C, 7C, 8C and 9C (the “notes”). The notes will be issued over a period of time and from time to time, in up to nine separate series, with each series having one or more separate sub-series. Each of the nine series of notes (including all sub-series of notes issued under their respective series) shall bear a term and corresponding interest rate to be determined by Company management prior to the closing of the first subseries of notes under such note series, in accordance with the terms h ereof. At that time, the Initial Collateral which shall secure such series of notes shall be selected and assigned to the series. As notes are offered, prospective investors shall have the opportunity to select the series and sub-series of notes for wh ich such prospective investor is subscribing. The series of notes hereunder are not cross-defaulted or cross-collateralized to one another or to any other liability or asset of AMERCO or its affiliates.
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Issue Date |
Notes will be issued within five business day following our receipt and acceptance of investor subscriptions with respect to any sub-series of the notes in the aggregate principal amount of up to $ 1 ,000 for such sub-series, or at such other time as AMERCO determines in its sole discretion . Interest on issued notes shall commence to accrue on the issue date. |
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Interest Rate and term |
With respect to each series of notes, the term and interest rate are as follows: All series of notes with a term of 15 years shall bear interest at 6.9% per annum All series of notes with a term of 20 years shall bear interest at 7.2% per annum All series of notes with a term of 25 years shall bear interest at 7.5% per annum All series of notes with a term of 30 years shall bear interest at 8.0% per annum |
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Minimum Investment |
$ 100 . |
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Servicer |
The notes will be serviced exclusively by U -Haul International, Inc., a subsidiary of AMERCO, or its designee. |
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Risk Factors |
An investment in the notes involves substantial risk. See “Risk Factors” beginning on page S- 9 for a description of certain risks you should consider before investing in the notes. |
SUMMARY SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following table sets forth summary historical consolidated financial information for AMERCO and its consolidated subsidiaries as of and for the years ended March 31, 2012, 2011, 2010, 2009 and 2008 and for the six-months ended September 30, 2012 and 2011. You should read this summary of selected consolidated financial information together with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and related notes in our Annual Report on Form 10-K for the fiscal year ended March 31, 2012 and our Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2012, September 30, 2012 and December 31, 2011, whi ch are incorporated by reference herein.
An investment in the notes involves substantial risk. You should carefully consider the risks described below and the risk factors included in our Annual Report on Form 10-K for the year ended March 31, 2012, as well as the other information included or incorporated by ref erence in this prospectus supplement and the accompanying prospectus, before making an investment decision. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The market value of the not es, if any market develops or exists, could decline due to any of these risks, and you may lose all or part of your investment. This prospectus supplement also contains forward-looking statements that involve risks and uncertainties. Our actual results cou ld differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this prospectus supplement and the accompanying prospectus.
Risk Relating to Ou r Business
We operate in a highly competitive industry.
The truck rental industry is highly competitive and includes a number of significant national, regional and local competitors. We believe the principal competitive factors in this industry are conveni ence of rental locations, availability of quality rental moving equipment, breadth of essential services and products and total cost. Financial results for the Company can be adversely impacted by aggressive pricing from our competitors. Some of our compet itors may have greater financial resources than we have. We cannot assure you that we will be able to maintain existing rental prices or implement price increases. Moreover, if our competitors reduce prices and we are not able or willing to do so as well, we may lose rental volume, which would likely have a materially adverse affect on our results of operations.
The self-storage industry is large and highly fragmented. We believe the principal competitive factors in this industry are convenience of storage rental locations, cleanliness, security and price. Competition in the market areas in which we operate is significant and affects the occupancy levels, rental rates and operating expenses of our facilities. Competition might cause us to experience a decrea se in occupancy levels, limit our ability to raise rental rates or require us to offer discounted rates that would have a material affect on results of operations and financial condition. Entry into the self-storage business may be accomplished through the acquisition of existing facilities by persons or institutions with the required initial capital. Development of new self-storage facilities is more difficult however, due to land use , zoning, environmental and other regulatory requirements. The self-stora ge industry has in the past experienced overbuilding in response to perceived increases in demand. We cannot assure you that we will be able to successfully compete in existing markets or expand into new markets.
We are highly leveraged.
As of March 31, 2 01 2 , we had total debt outstanding of $ 1,486.2 million and total undiscounted lease commitments of $ 325.4 million. Although we believe , based on existing information, that additional leverage can be supported by our operations and revenues , our existing de bt could impact us in the following ways among other considerations:
• require us to allocate a considerable portion of cash flows from operations to debt service payments;
• limit our flexibility in planning for, or reacting to, changes in our business and t he industry in which we operate;
• limit our ability to obtain additional financing; and
• place us at a disadvantage compared to our competitors who may have less debt.
Our ability to make payments on our debt depends upon our ability to maintain and improve our
operating performance and generate cash flow. To some extent, this is subject to prevailing economic and competitive conditions and to certain financial, business and other factors, some of which are beyond our control. If we are unable to generate s ufficient cash flow from operations to service our debt and meet our other cash needs, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. If we must sell our assets, it may negatively affect our ability to generate revenue. In addition, we may incur additional debt that would exacerbate the risks associated with our indebtedness.
Economic conditions, including those related to the credit markets, may adversely affect o ur industry, business and results of operations.
The United States economy has undergone a period of slowdown and unprecedented volatility, which resulted in a recession. It is difficult to gauge the pace of the economic recovery or if such recovery may stall or reverse course in the future. Consumer and commercial spending is generally affected by the health of the economy , which places some of the factors affecting the success of our business beyond our control . Our industries, although not as traditi onally cyclical as some, could experience significant downturns in connection with or in anticipation of, declines , or sustained lack of recovery, in general economic conditions. In times of declining consumer spending we may be driven, along with our com petitors, to reduce pricing which would have a negative impact on gross profit. We cannot predict if another downturn , or sustained lack of recovery, in the economy may occur which could result in reduced revenues and working capital.
Should credit market s in the United States tighten or if interest rates increase significantly we may not be able to refinance existing debt or find additional financing on favorable terms, if at all. If one or more of the financial institutions that support our existing cre dit facilities fails, we may not be able to find a replacement, which would negatively impact our ability to borrow under credit facilities. While we believe that we have adequate sources of liquidity to meet our anticipated requirement for working capita l, debt servicing and capital expenditures through fiscal 201 3 , if our operating results were to worsen significantly and our cash flows or capital resources prove inadequate, or if interest rates increase significantly, we could face liquidity problems th at could materially and adversely affect our results of operations and financial condition.
Our fleet rotation program can be adversely affected by financial market conditions.
To meet the needs of our customers, U-Haul maintains a large fleet of rental eq uipment. Our rental truck fleet rotation program is funded internally through operations and externally from debt and lease financing. Our ability to fund our routine fleet rotation program could be adversely affected if financial market conditions limit t he general availability of external financing. This could lead us to operate trucks longer than initially planned and /or reducing the size of the fleet, either of which could materially and negatively affect our results of operations.
Another important asp ect of our fleet rotation program is the sale of used rental equipment. The sale of used equipment provides us with funds that can be used to purchase new equipment. Conditions may arise that could lead to the decrease in resale values for our used equipme nt . T his could have a material adverse effect on our financial results, which would result in losses on the sale of equipment and decreases in cash flows from the sales of equipment.
We obtain our rental trucks from a limited number of manufacturers.
Over the last ten years, we purchased the majority of our rental trucks from Ford Motor Company and General Motors Corporation. Our fleet can be negatively affected by issues our manufacturers may face within their own supply chain. Also, it is possible that ou r suppliers may face financial difficulties or organizational changes which could negatively impact their ability to accept future orders or fulfill existing orders. Although we believe that we could contract with alternative manufacturers for our rental t rucks, we cannot guarantee or predict how long that would take. In addition, termination of our existing relationship with these suppliers could have a material adverse effect on our business, financial condition or results of operations for an indefinite period of time.
We may not be able to effectively hedge against interest rate changes in our variable debt.
In certain instances, the Company seeks to manage its exposure to interest rate risk through the use of hedging instruments including interest rat e swap agreements and forward swaps. We enter into these arrangements with counterparties that are significant financial institutions with whom we generally have other financial arrangements. We are exposed to credit risk should these counterparties not be able to perform on their obligations. Additionally, a failure on our part to effectively hedge against interest rate changes may adversely affect our financial condition and results of operations. We are required to record these financial instruments at t heir fair value. Changes in interest rates can significantly impact the valuation of the instruments resulting in non-cash changes to our financial position.
We are controlled by a small contingent of stockholders.
As of March 31, 201 2 , Edward J. Shoen, P resident and Chairman of the Board of AMERCO, James P. Shoen, a direct or of AMERCO, and Mark V. Shoen collectively are the owners of 9,222,365 shares ( approximately 47.0%) of the outstanding common stock of AMERCO. In addition, Edward J. Shoen, James P. Sh oen, Mark V. Shoen, Rosmarie T. Donovan (Trustee of the Shoen Irrevocable Trusts) and Dunham Trust Company ( Successor Trustee of the Irrevocable “C” Trusts) (collectively, the “Reporting Persons”) are parties to a stockholder agreement dated June 30, 2006 in which the Reporting Persons agreed to vote as one as provided in this agreement (the “Stockholder Agreement”). Pursuan t to the Stockholder Agreement, a collective 10,897,088 shares (approximately 55.6%) of the Company’s common stock are voted at the di rection of a majority in interest of the Reporting Persons. For additional informa tion, refer to the Schedule 13D s filed on July 13, 2006, March 9, 2007 and on June 26, 2009 with the SEC. In addition, 1,482,344 shares (approximately 7.6 %) of the outstandi ng common stock of AMERCO are held by our Employee Savings and Employee Stock Ownership Trust.
As a result of their stock ownership and the Stockholder Agreement, Edward J. Shoen, Mark V. Shoen and James P. Shoen are in a position to significantly influenc e our business affairs and policies of the Company, including the approval of significant transactions, the election of the members of our Board of Directors (the “Board”) and other matters submitted to our stockholders. There can be no assurance that the interests of the Reporting Persons will not conflict with the interest s of our other stockholders. Furthermore, as a result of the Reporting Persons’ voting power, the Company is a “controlled company” as defined in the N asdaq L isting R ules and, therefore, may avail itself of certain exemptions under N asdaq rules , including exemptions from the rules that require us to have (i) a majority of independent directors on the Board; (ii) independent director oversight of executive officer compensation; and (iii) i ndependent director oversight of director nominations. Of the above available exemptions, we currently avail ourself of the exemption from independent director oversight of executive officer compensation, other than with respect to the compensation of the President of AMERCO.
We bear certain risks related to our notes receivable from SAC Holdings.
At March 31, 201 2 , we held $ 195.4 million of notes receivable from SAC Holding Corporation and its subsidiaries (“SAC Holding Corporation”) and SAC Holding II Co rporation and its subsidiaries (“SAC Holding II”) (collectively “SAC Holdings”), which consist of junior unsecured notes. SAC Holdings is highly leveraged with significant indebtedness to others. If SAC Holdings is unable to meet its obligations to its sen ior lenders, it could trigger a default of its obligations to us. In such an event of default, we could suffer a loss to the extent the value of the underlying collateral of SAC Holdings is inadequate to repay SAC Holdings senior lenders and our junior uns ecured notes. We cannot assure you that SAC Holdings will not default on its loans to its senior lenders or that the value of SAC Holdings assets upon liquidation would be sufficient to repay us in full. Due to repayments in April 2012 and May 2012 the total notes receivable balance decreased by $113.5 million, and accrued interest decreased by $5.1 million.
Our quarterly results of operations fluctuate due to seasonality and other factors associated with our industry.
Our business is seasonal and our re sults of operations and cash flows fluctuate significantly from quarter to quarter. Historically, revenues have been stronger in the first and second fiscal quarters due to the overall increase in moving activity during the spring and summer months. The fo urth fiscal quarter is
generally weakest, due to a greater potential for adverse weather conditions and other factors that are not necessarily seasonal. As a result, our operating results for a ny given quarterly period are not necessarily indicative of ope rating results for an entire year.
Our operations subject us to numerous environmental regulations and the possibility that environmental liability in the future could adversely affect our operations.
Compliance with environmental requirements of federal, state and local governments significantly affects our business. Among other things, these requirements regulate the discharge of materials into the air, land and water and govern the use and disposal of hazardous substances. Under environmental laws or com mon law principles, we can be held liable for hazardous substances that are found on real property we have owned or operated. We are aware of issues regarding hazardous substances on some of our real estate and we have put in place a remedia tion plan at ea ch site where we believe such a plan is necessary. See Note 20 , Contingencies of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for March 31, 2012 . We regularly make capital and operating expenditures to stay in compliance with environmental laws. In particular, we have managed a testing and removal program since 1988 for our underground storage tanks. Despite these compliance efforts, we believe that risk of environmental liability is part of the nature of our business.
Environmental laws and regulations are complex, change frequently and could become more stringent in the future. We cannot assure you that future compliance with these regulations, future environmental liabilities, the cost of defending environmental claim s, conducting any environmental remediation or generally resolving liabilities caused by us or related third parties will not have a material adverse effect on our business, financial condition or results of operations.
We operate in a highly regulated ind ustry and changes in existing regulations or violations of existing or future regulations could have a material adverse effect on our operations and profitability.
Our truck and trailer rental business is subject to regulation by various federal, state and foreign governmental entities. Specifically, the U.S. Department of Transportation and various state and federal agencies exercise broad powers over our motor carrier operations, safety, and the generation, handling, storage, treatment and disposal of was te materials. In addition, our storage business is also subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. The failure to adhere to these laws and regulations may adversely affect our ability to sell or rent such property or to use the property as collateral for future borrowings. Compliance with changing regulations could substantially impair real property and equipment productivity and increase our costs. In addition, the Federal gove rnment may institute some regulation that limits carbon emissions by setting a maximum amount of carbon entities can emit without penalty. This would likely affect everyone who uses fossil fuels and would disproportionately affect users in the highway tran sportation industries. While there are too many variables at this time to assess the impact of the various proposed federal and state regulations that could affect carbon emissions, many experts believe these proposed rules could significantly affect the w ay companies operate in their industries.
Our ability to attract and retain qualified employees, and changes in laws or other labor issues could adversely affect our business and our results of operations.
The success of our business is predicated upon our workforce providing excellent customer service. Our ability to attract and retain this employee base may be inhibited due to prevailing wage rates, benefit costs and the adoption of new or revised employment and labor laws and regulations. Should this occ ur we may be unable to provide service in certain areas or we may experience significantly increased costs of labor that could adversely affect our results of operations and financial condition.
We are highly dependent upon our automated systems and the In ternet for managing our business.
Our information systems are largely I nternet-based, including our point-of-sale reservation system and telephone systems. While our reliance on this technology lowers our cost of providing service and
expands our abilities to serve, it exposes us to various risks including natural and man-made disasters. We have put into place backup systems and alternative procedures to mitigate this risk. However, disruptions or breaches in any portion of these systems could adversely af fect our results of operations and financial condition.
A.M. Best financial strength ratings are crucial to our life insurance business.
In April 2012, A.M. Best affirmed the financial strength rating for Oxford, Christian Fidelity Life Insurance Company , North American Insurance Company and Dallas General Life Insurance Company of B++ and upgraded the outlook to positive . Financial strength ratings are important external factors that can affect the success of Oxford ’s business plans. Accordingly, if Oxfo rd ’s ratings, relative to its competitors, are not maintained or do not continue to improve, Oxford may not be able to retain and attract business as currently planned, which could adversely affect our results of operations and financial condition.
We may incur losses due to our reinsurers’ or counterparties’ failure to perform under existing contracts or we may be unable to secure sufficient reinsurance or hedging protection in the future.
We use reinsurance and derivative contracts to mitigate our risk of loss in various circumstances; primarily at Repwest and for our Moving and Storage operating segment. These agreements do not release us from our primary obligations and therefore we remain ultimately responsible for these potential costs. We canno t provide assurance that these reinsurers or counterparties will fulfill their obligations. Their inability or unwillingness to make payments to us under the terms of the contracts may have a material adverse effect on our financial condition and results o f operation.
At December 31, 201 1 , Repwest reported $1. 1 million of reinsurance recoverables, net of allowances and $2 23.9 million of reserves and liabilities ceded to reinsurers . Of this, Repwest’s largest exposure to a single reinsurer was $62.7 million.
Risks Related to our Indebtedness and an Investment in the Notes
The notes are not transferable except between members of the U-Haul Investors Club through pr ivately negotiated transactions. In addition, t he notes will not be listed on any securities exc hange, and there is no anticipated public market for the notes. Therefore, you must be prepared to hold the notes until their applicable maturity date.
The notes are not transferable except between members of the U-Haul Investors Club through privately neg otiated transactions , as to which neither AMERCO, the servicer, the trustee, nor any of their respective affiliates will have any involvement. In addition, the notes will not be listed on any securities exchange, there is no anticipated public market for the notes, and it is unlikely that a secondary “over-the-counter” market for the notes will develop between bond dealers or bond trading desks at investment houses. Investors will have no right to “put” the notes to AMERCO, or to otherwise require AMERCO to buy back their notes at any time, other than at the stated maturity of the respective note. Therefore, you must be prepared to hold your n otes until their applicable maturity date
Even if you are able to privately negotiate the sale of your notes to an other U-Haul Investors Club member, you may not be able to find a purchaser for the notes who is willing to pay you an amount equal to the principal amount outstanding on the notes, or at all.
Even if you are able to privately negotiate the sale of your notes to another U-Haul Investors Club member, the price of the notes in such market may be lower than the price you pay to purchase the notes from us. If you purchase notes in this offering, you will pay a price that was independently determined by us, a nd therefore neither established in a competitive market nor negotiated with any representative acting in your best interest, including the trustee. This price may not be indicative of prices that could prevail, if any, after this offering. The ability t o sell your notes to another U-Haul Investors Club member through a privately negotiated transaction does not guarantee that you will be able to find a purchaser
willing to buy the notes for an amount equal to the principal amount outstanding on the notes, or at all. In addition, our operating performance, the status and condition of the Collateral, general market and economic conditions and other factors could impair the value of your notes and your ability to sell them in a privately negotiated transacti on to another U-Haul Investors Club member, if such opportunity were to develop.
Our currently outstanding indebtedness, and additional indebtedness that we are permitted to incur, could prevent AMERCO from fulfilling its obligations under the notes .
In ad dition to our currently outstanding indebtedness and the indebtedness AMERCO will incur pursuant to the offering of the notes, we are able to incur substantial additional indebtedness, including secured indebtedness, in the future. Any additional indebted ness we may incur could have important consequences for the holders of the notes, and could limit AMERCO’s ability to satisfy its obligations to pay principal and interest with respect to the notes.
The value of the Collateral may not be sufficient to sati sfy AMERCO’s obligations under the notes .
Subject to Permitted Liens, which may include mechanics liens, inchoate mechanics liens and liens for property taxes due but not yet payable, AMERCO’s o bligations under the notes are secured by a first- priority lie n on the Collateral in favor of the trustee (or its agent or nominee), for the benefit of the holders of the notes. By its nature, some or all of the Collateral may be illiquid and is subject to damage, casualty and condemnation. The Collateral may have no readily ascertainable market value , and the income generated from the Collateral is not part of the Collateral. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, no assurance can be given that the proceeds from any sale or l iquidation of the Collateral will be sufficient to pay AMERCO’s obligations under the notes, in full or at all. There also can be no assurance that the Collateral will be saleable and, even if saleable, the timing of its liquidation would be uncertain. Acc ordingly, there may not be sufficient Collateral to pay all or any of the amounts due on the notes. Any claim for the difference between the amount, if any, realized by holders of the notes from the sale of the Collateral and the obligations under the note s will rank equally in right of payment with all of AMERCO’s other unsecured unsubordinated indebtedness and other obligations, including trade payables. The trustee’s security interest and ability to foreclose could also be limited by the need to meet cer tain requirements of state and federal law . If these requirements cannot be met , the security interests may be invalid and the holders of the notes will not be entitled to the Collateral or any recovery with respect ther eto. These requirements may limit the number of potential bidders for the Collateral in any foreclosure and may delay any sale, which may have an adverse effect on the sale price of the Collateral. Therefore, the practical value of r ealizing on the Collateral may be limited.
Environmental condition of the Kansas City Property and the Las Vegas Property
The Kansas City Property and the Las Vegas Property have environmental conditions of which we are aware and are undergoing environmental monitoring . We are aware that the Kansas City Prope rty is undergoing or has undergone soil excavation and groundwater sampling as a result of various environmental constituents which have been detected primarily beneath the floor slab of the building. The soil at the Las Vegas Property was impacted from l eakage of since- removed underground storage tanks. The site is undergoing remediation via natural attenuation. If either property is not properly or timely remediated, this could have a material, adverse effect on noteholders with respect to such series of notes.
AMERCO has the right, in its sole discretion, to make an unlimited number of Collateral substitutions and to determine the value of the Replacement Collateral and the Released Collateral.
AMERCO has the right, in its sole discretion, to make an u nlimited number of Collateral substitutions and to determine the value of the Replacement Collateral and the Released Collateral. AMERCO is not required to obtain the consent of the holders of the notes, the trustee or any third party to make a
Collateral substitution, and neither the trustee nor any other third party will review or evaluate AMERCO’s determination of the value of the Replacement Collateral and the Released Collateral on your behalf. Any such determination by AMERCO will be final and bindin g on the trustee and the holders. Therefore, although it is a condition of each Collateral substitution, there can be no assurance that the value of the Replacement Collateral will in actuality be at least 100% of the value of the Released Collateral, whi ch could diminish the value of the Collateral securing the notes and impair your investment.
No appraisal of the Collateral, including the Initial Collateral, has been or will be prepared in connection with this offering or any substitution of Collateral; and no other real estate due diligence or third party reports including a lender’s policy of title insurance, will be obtained in connection with the offering.
No appraisal of the Collateral, including the Initial Collateral, has been or will be prepared by us or on our behalf in connection with this offering or any substitution of Collateral. The value of the Collateral will depend upon a number of factors, including market and economic conditions at the time, the availability of appropriate buyers and t he extent of damage, casualty or condemnation, if any, with respect to the Collateral. For these and other reasons, we cannot assure the holders of the notes that the proceeds of any sale of the Collateral, in the event of a foreclosure, insolvency procee ding, liquidation or otherwise, would be sufficient to satisfy, or would not be substantially less than, all of AMERCO’s obligations under the notes. We make no representation as to the loan-to-value ratio in this offering or the value of the Collateral i n relation to the maximum aggregate amount permitted to be borrowed by us and secured by such Collateral hereunder. Moreover, no lender’s policy of title insurance, real property survey, zoning report, mortgage enforceability legal opinion, environmental assessment or engineering study has been or will be obtained in connection with the offering.
Although these notes are secured by the Collateral, they are effectively subordinated to AMERCO’s other existing or future secured indebtedness.
Although the se notes are secured by the Collateral, they are effectively subordinated to AMERCO’s other existing and future secured indebtedness, to the extent of the value of the assets securing such other indebtedness . I n the event of a bankruptcy or s imilar procee ding involving AMERCO, any of AMERCO’s assets which serve as collateral for AMERCO’s existing or future secured indebtedness , other than the Collateral, will be available to satisfy the obligations under such secured indebtedness before any payments are ma de on the notes or AMERCO’s other unsecured indebtedness. In the event that the value of the Collateral is insufficient to repay all amounts due on the notes, the holders of the notes would have “undersecured claims” through which they would only be entit led to participate ratably with all holders of AMERCO’s other unsecured indebtedness, and potentially with all of AMERCO’s other general creditors, based upon the respective amounts owed to each holder or creditor, in AMERCO’s remaining assets. In any of the foregoing events, AMERCO may not have sufficient assets to pay amounts due on the notes. As a result, if holders of the notes receive any payments, they may receive less, ratably, than holders of any other secured indebtedness that AMERCO may incur.
T he notes are only the obligations of AMERCO, and will not be guaranteed by any of AMERCO’s subsidiaries, including U-Haul.
The notes are only the obligations of AMERCO, and are not guaranteed by any of AMERCO’s subsidiaries, including U-Haul, through which we conduct a substantial amount of our operations. All of the obligations of our subsidiaries, including U-Haul, must be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to AMER CO or the holders of the notes. This means that claims of holders of the notes will be structurally subordinated to the claims of existing and future creditors of AMERCO’s subsidiaries, including U-Haul.
The Collateral is subject to casualty risks and c ondemnation, and we are under no obligation to maintain the condition of the Collateral or to replenish or replace damaged, destroyed or condemned Collateral.
We intend to maintain insurance or otherwise insure against hazards in a manner appropriate and c ustomary for our business. However, we may not maintain casualty insurance on the Collateral and there are certain other losses in our business that may be either uninsurable or not economically insurable, in whole or in part. In the normal course of our business, the real property is subject to condemnation in whole or in part. We are under no obligation to replenish or replace damaged, destroyed or condemned Collateral and we are not obligated to repay the notes in whole or in part as a result of such a n occurrence. A reduction in the size of the Collateral pool will reduce the value of the Collateral. In addition, we are under no obligation to maintain the Collateral in good condition, repair and working order, which could impair its value.
The valu e of the Collateral is dependent upon, among other things, its continued integration in the U-Haul system.
Through the U-Haul system, which involves the participation of numerous independent dealers and affiliates, we rent our moving and storage equipment. If the U-Haul system deteriorates, ceases or fails, and an alternative rental system is not available, or if the Collateral is removed from continuous integration in the U-Haul system, such as through the repossession and sale of the Collateral following a foreclosure on the Collateral, then we may not be able to rent or use the Collateral in an efficient and cost-effective manner and its value could be impaired.
The success of the U-Haul system is in part dependent on continued participation by our numerous independent dealers and affiliates.
As a part of the U-Haul system, we work with numerous independent dealers and affiliates that provide retail outlets through which U-Haul rental equipment is rented to our customers. Our contracts with the se independent dealers contain provisions allowing the independent dealer to terminate the contract for any reason upon 30 days’ advance notice. If a significant number of independent dealers were to terminate their contracts, it could adversely impact th e U-Haul system and decrease our ability to rent equipment, which could impair our ability to repay the notes.
Rights of holders of notes may be adversely affected by the failure to perfect liens in the Collateral; Risks associated with mechanics liens, inchoate mechanics liens, and liens for taxes due but not yet payable.
Pursuant to the terms of the financing documents , the Owner shall grant a first-priority security interest in the Initial Collateral to the t rustee for the benefit of the holders , sub ject to Permitted Liens, which may include mechanics liens, inchoate mechanics liens and liens for taxes due but not yet payable. Construction projects are occurring or may occur in the future at certain of the Collateral, including, without limitation, at the Harvey property. Accordingly, mechanics liens or inchoate mechanics liens may arise and may take priority over any liens in favor of the noteholders. In addition, liens for property taxes due but not yet payable may exist and may occur in the futu re and may take priority over any liens in favor of the noteholders. In the event of a foreclosure on the Collateral, the holder of a mechanics lien or property tax lien would have priority in payment with respect to the foreclosure proceeds, in advance o f the noteholders.
The servicer will be responsible for ensuring that perfection with respect to the Collateral has occurred and shall continue. If, because of a clerical error, fraud, forgery or otherwise, the lien of the tr ustee is not properly reflected and filed, the t rustee will not have a perfected security interest in the Collateral and its security interest may be subordinate to the interests of certain third parties. No legal opinions are being issued or obtained in connection wit h the enforceability or perfection of the Collateral documentation. Such failures may result in the loss of the practical benefits of the trustee’s lien on the Collateral.
The trustee (or its agent, nominee or nominee mortgagee or titleholder) is the only party with the ability to foreclose on the Collateral, and certain laws and regulations may impose restrictions or limitations on foreclosure on the Collateral.
If AMERCO default s on the notes, the financing documents provide that the trustee (or its agent , nominee or nominee mortgagee or titleholder) is the only party with the ability to foreclose on, repo s sess and sell the Collateral, and no individual holder of notes may do so independently. The trustee’s ability to foreclose on the Collateral on behalf of the holders may also be subject to state law requirements and practical problems associated with the realization of the trustee’s security interest or lien on the Collateral, including locating the Collateral, which will likely be disbursed throughout the U.S. and Canada, as well as cure rights, foreclosing on the Collateral within the time periods permitted by third parties or prescribed by laws, obtaining third party consents, making additional filings and obtaining necessary approvals from government al entities. Therefore, we cannot assure you that foreclosure on the Collateral will be straightforward or expeditious, which may impair the value of the Collateral. Certain provisions of the financing documents may also restrict the trustee’s, or its age nt’s or nominee’s ability to foreclose on the Collateral.
The ability to foreclose on the Collateral may be adversely affected by bankruptcy proceedings.
If AMERCO default s on the notes, the ability to foreclose on, repossess and sell the Collateral may be signifi cantly impaired by federal bank ruptcy law if bankruptcy proceedings are commenced by or against AMERCO prior to or possibly even after the trustee has repossessed and disposed of the Collateral. Under the U.S. Bankruptcy Code, a secured creditor , such as the trustee for the notes, is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without bankruptcy court approval. Moreover, bankruptcy law would permit AMERCO, as the debtor , to continue to retain and use the Collateral, and the proceeds, products, rents, or profits of the Collateral, even though AMERCO could be in default under the financing documents , provided that the trustee were given “adequate protection”. The meaning of the term “ adequate protection ” may vary according to circumstances, but it is intended in general to protect the value of a secured creditor's interest in c ollateral and may include cash payments or the granting of additional security, if a nd at such time as the court in its discretion determines, for any diminution in the value of such collateral as a result of the stay of repossession or disposition or any use of such collateral by the debtor during the pendency of the bankruptcy case. In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the notes could be delayed following commencement of a bankruptcy case, whether or when the trustee would repossess or dispose of the Collate ral, or whether or to what extent holders of the notes would be compensated for any delay in payment of loss of value of the Collateral through the requirements of “adequate protection.” Furthermore, in the event the bankruptcy court determines that the va lue of the Collateral is not sufficient to repay all amounts due on the notes, the holders of the notes would have “ undersecured claims ” as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, costs, and attorneys' fees for “ undersecured claims ” durin g the debtor's bankruptcy case.
The various series of notes offered hereunder are not cross-defaulted or cross-collateralized to one another.
A default by AMERCO under one series of notes does not trigger a default under any other series of notes hereunder or under any other obligation of AMERCO or its affiliates. Additionally, the collateral pledged to secure one series of notes hereunder does not secure any other series of notes hereunder. Accordingly, the equity of one property will not serve as security for any series of notes other than the series of notes under which such property has been pledged.
The notes are not insured or guarantee d by the FDIC.
The notes ar e not savings accounts, deposit accounts or money market funds, and are not guaranteed or insured by the FDIC, the Federal Reserve or any other governmental agency.
AMERCO may redeem the notes at any time without penalty, but AME RCO is under no obligation to do so.
Under the terms of the financing documents, the notes may be redeemed by AMERCO in its sole discretion at any time, in whole or in part, without penalty, premium or fee, at a price equal to 100% of the principal amount then outstanding, plus accrued and unpaid interest, if any, t hrough the date of redemption . In such event, holders would not receive all of the interest payments that holders originally expected . However, AMERCO is under no obligation to redeem the notes in whole or in part under any circumstances. Accordingly, investors must be prepared to hold the notes until the maturity date.
Our subsidiaries, affiliates, directors, officers, controlling stockholders and employees have the right to purchase an unli mited number of notes in the offering.
Our subsidiaries, affiliates, directors, officers, controlling stockholders and employees have the right to purchase an unlimited number of notes in the offering. If these parties end up owning a majority of the note s outstanding, we and they could exert significant influence with respect to a variety of matters affecting the notes under the financing documents, including the ability to waive an event of default, amend the notes or enforce or waive rights related to t he notes and the Collateral.
No underwriter or other third-party has been engaged to facilitate the sale of the notes in this offering.
In many public offerings, an experienced underwriter or other third party, such as a placement agent, is engaged to fac ilitate the sale of an issuer’s securities by, among other things, helping develop and negotiate the terms of the offering, the terms of the securities and the documents governing the securities and conducting due diligence with respect to the issuer, its affiliates and/or their respective assets . In such circumstances, an underwriter’s participation can lead to offering and securities terms that are more favorable to the purchasers of the securities. No underwriter or other third-party has been engaged to facilitate the sale of the notes in this offering, the terms of which were developed solely by us and not with the input of any representative acting in your best interest. It is your responsibility to determine if the terms of this offering and the note s meet your investment needs.
Risks Related to the U-Haul Investors Club
The notes are being issued in uncertificated book-entry form only and exclusively serviced by U-Haul, AMERCO’s subsidiary.
The notes are being issued in uncertificated book-entry for m only through the U-Haul Investors Club website and exclusively serviced by U-Haul, AMERCO’s subsidiary (in such capacity, the “servicer”), or its designee. In this capacity, among other duties, the servicer will record and file Collateral perfection doc uments as appropriate, credit principal and interest into the U-Haul Investors Club accounts
maintained by each holder, perform recordkeeping and registrar services and electronically receive and deliver all documents, statements and communications related to the offering, the notes and the U-Haul Investors Club. No assurance can be given that the servicer will be able to adequately fulfill its servicing obligations with respect to the notes. Additionally, because the notes are being serviced by U-Haul in stead of by a neutral third party, this may present a conflict of interest if a dispute regarding the servicing of the notes arises with the holders of the notes.
One or more significant disruptions in service on the U-Haul Investors Club website could sig nificantly inhibit the servicer’s ability to effectively service the notes and impair the U-Haul Investors Club.
The servicer will service the notes through the U-Haul Investors Club website. Therefore, the satisfactory performance, reliability and availa bility of the U-Haul Investors Club website and our technology and underlying network infrastructure will be critical to the servicer’s ability to effectively service the notes, and to the viability of the U-Haul Investors Club. One or more significant di sruptions in service on the U-Haul Investors Club website , whether as a result of us, any third party that we retain to perform website hosting or backup functions or events that are outside of our control, such as computer viruses or power or Internet-telecommunications failures, could significantly inhibit the servicer’s ability to effectively service the notes , including processing and crediting of principal and interest into the appropriate U-Haul Investors Club accounts in a timely manner, and impair the viability of the U-Haul Investors Club .
Through the U-Haul Investors Club, we will rely on a third-party commercial bank to process transactions between U-Haul Investors Club member accounts and their linked outside bank accounts.
Because we are not a bank, we cannot belong to and directly access the Automated Clearing House (“ACH”) payment network. As a result, we will rely on an FDIC-insured depository institution to process U-Haul Investors Club transactions between U-Haul Inves tors Club member accounts and their linked U.S. bank accounts. If we fail to obtain such services from such an institution or elsewhere, or if we cannot transition to another processor quickly, our ability to process payments will suffer and our ability t o fund the offering, as well your ability to transfer principal and interest payments on the notes from your U-Haul Investors Club account to your outside bank accounts, may be impaired.
USE OF PROCEEDS
Assuming the notes in this offering are fully subscri bed, AMERCO expects to receive net proceeds from this offering of approximately $10,734,000, after deducting estimated expenses payable by it. AMERCO intends to use the net proceeds from this offering to reimburse its subsidiaries and affili ates for the c ost of acquisition or development of the Collateral, and for o ther general corporate purposes .
RATIO OF EARNINGS TO FIXED CHARGES
Set forth below is our ratio of earnings to fixed charges for the six months ended September 30, 2012 and for each year in the five year period ended March 31, 2012. Earnings consist of earnings before interest expense and lease expense. Fixed charges consist of interest expense and an estimate of the portion of lease expense related to the interest component.
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Six Months End ed |
Year Ended March 31, |
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September 30, 2012 |
2012 |
2011 |
2010 |
2009 |
2008 |
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Ratio of earnings to fixed charges |
5.5 x |
3.4x |
3.1x |
1.7x |
1.1x |
1.7x |
The following description is a summary of the material p rovisions of the notes and the financing documents under which the notes are being issued . Each of the financing documents and the notes that will be executed and delivered upon the issuance date , and not the description of the financing documents and the notes in this prospectus supplement, defines your rights as holders of the notes. Copies of the financing documents will be available electronically through the U-Haul Investors Club website. You may also request electronic copies of the financing docum ents from AMERCO as indicated under “Where You Can Find More Information” in this prospectus supplement.
Brief Description of the Notes
The notes are:
• being issued over a period of time and from time to time, in up to nine separate series, with each series having one or more separate sub-series. Each of the nine series of notes (including all sub-series of notes issued under their respective series) shall bear a term and corresponding interest rate to be determined by Company management prior to the closin g of the first subseries of notes under such note series, in accordance with the terms hereof. At that time, the Initial Collateral which shall secure such series of notes shall be selected and assigned to the series.
• being issued under a base indenture e ntered into between AMERCO and the trustee, an indenture supplement between AMERCO and the trustee, a pledge and security agreement among AMERCO, the trustee and the Owner, and a mortgage or deed of trust from the Owner to the trustee for the benefit of th e noteholders (collectively, and together with an y other instruments and documents executed and delivered pursuant to the foregoing documents, as the same may be amended, supplemented or otherwise modified from time to time , the “financing documents”);
• AM ERCO’s obligations only, and not guaranteed by any of AMERCO’s subsidiaries, and therefore are structurally subordinated to the claims of existing and future creditors of AMERCO’s subsidiaries, including U-Haul ;
• obligations of AMERCO, secured by a first pr iority lien on the Collateral, subject to Permitted Liens, which may include mechanics liens, inchoate mechanics liens and liens for property taxes due but not yet payable.
• ranked equally among themselves; and
• being issued by AMERCO in uncertificated boo k-entry form only.
The notes will not be listed on any securities exchange. There is no market for the notes.
Principal, Maturity and Interest ; Amortization Schedule
The notes are secured debt securities under the financing documents and each series of n otes shall be limited to the aggregate principal amount identified herein. The notes will be issued over a period of time and from time to time, in up to nine separate series, with each series having one or more separate sub-series. Each of the nine seri es of notes (including all sub-series of notes issued under their respective series) shall bear a term and corresponding interest rate to be determined by Company management prior to the closing of the first subseries of notes under such note series, in ac cordance with the terms hereof. At that time, the Initial Collateral which shall secure such series of notes shall be selected and assigned to the series. The notes shall have terms of 15, 20, 25 or 30 years.
With respect to each series of notes, the term and interest rate are as follows:
- All series of notes with a term of 15 years shall bear interest at 6.9% per annum
- All series of notes with a term of 20 years shall bear interest at 7.2% per annum
- All series of notes with a term of 25 years shall be ar interest at 7.5% per annum
- All series of notes with a term of 30 years shall bear interest at 8.0% per annum
As notes are offered, p rospective investors shall have the opportunity to select the series and sub-series of notes for which such prospective i nvestor is subscribing.
Once $100 has been invested with us in notes in any s eries herein , we will grant to the trustee, for the benefit of the noteholders, a mortgage or deed of trust lien ( as appropriate in the respective jurisdiction in which such pr operty is located) , on the property selected by Company management as to be securing such s eries. The series of notes hereunder are not cross-defaulted or cross-collateralized to one another. Accordingly, a default by AMERCO under one series of notes sh all not trigger a default under any other series of notes hereunder or under any other obligation of AMERCO or its affiliates. Additionally, the collateral pledged to secure one series of notes hereunder shall not secure any other series of notes hereunde r. The equity of one property will not serve as security for any series of notes other than the series of notes under which such property has been pledged.
The notes are being issue d in minimum denominations of $100 and integral multiples of $ 100 thereo f.
The respective notes accrue interest at the interest rates identified above, commencing as of the issue date. Interest on the notes is computed on the basis of a 360-day year comprised of twelve 30-day months. The notes are fully amortizing. Principal and interest on the notes will be credited to each holder’s U-Haul Investors Club account in arrears on each payment date, which is every three months , through the maturity date, as reflected in the following paym ent schedules. Principal and interest payments shall be credited to each holder thereof commencing three months from the issue date of the first subseries of notes issued to any investor under such applicable series, and shall be based on the actual numbe r of days the holder is invested in such notes during such quarter. Principal and interest will be credited to the U-Haul Investors Club accounts of the holders who own the notes as of each applicable record date.
With respect to each series of notes, the aggregate principal amount of indebtedness shall not exceed the following amounts:
The following schedules illustrate investments of $100 in the series of notes which may be issued hereunder:
Notes with a term of 15 years, bearing interest at 6.9% per annum
|
|
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|
|
|
|
|
|
|
|
|
|
Payment Number |
U-Note Balance |
Principal |
Interest |
|
$100.00 |
$0.96 |
$1.73 |
$2.69 |
|
|
2 |
$99.04 |
$0.98 |
$1.71 |
$2.69 |
|
3 |
$98.06 |
$1.00 |
$1.69 |
$2.69 |
|
4 |
$97.06 |
$1.02 |
$1.67 |
$2.69 |
|
5 |
$96.04 |
$1.03 |
$1.66 |
$2.69 |
|
6 |
$95.01 |
$1.05 |
$1.64 |
$2.69 |
|
7 |
$93.96 |
$1.07 |
$1.62 |
$2.69 |
|
8 |
$92.89 |
$1.09 |
$1.60 |
$2.69 |
|
9 |
$91.80 |
$1.11 |
$1.58 |
$2.69 |
|
10 |
$90.69 |
$1.13 |
$1.56 |
$2.69 |
|
11 |
$89.56 |
$1.15 |
$1.54 |
$2.69 |
|
12 |
$88.41 |
$1.16 |
$1.53 |
$2.69 |
|
13 |
$87.25 |
$1.18 |
$1.51 |
$2.69 |
|
14 |
$86.07 |
$1.21 |
$1.48 |
$2.69 |
|
15 |
$84.86 |
$1.23 |
$1.46 |
$2.69 |
|
16 |
$83.63 |
$1.25 |
$1.44 |
$2.69 |
|
17 |
$82.38 |
$1.27 |
$1.42 |
$2.69 |
|
18 |
$81.11 |
$1.29 |
$1.40 |
$2.69 |
|
19 |
$79.82 |
$1.31 |
$1.38 |
$2.69 |
|
20 |
$78.51 |
$1.34 |
$1.35 |
$2.69 |
|
21 |
$77.17 |
$1.36 |
$1.33 |
$2.69 |
|
22 |
$75.81 |
$1.38 |
$1.31 |
$2.69 |
|
23 |
$74.43 |
$1.41 |
$1.28 |
$2.69 |
|
24 |
$73.02 |
$1.43 |
$1.26 |
$2.69 |
|
25 |
$71.59 |
$1.46 |
$1.23 |
$2.69 |
|
26 |
$70.13 |
$1.48 |
$1.21 |
$2.69 |
|
27 |
$68.65 |
$1.51 |
$1.18 |
$2.69 |
|
28 |
$67.14 |
$1.53 |
$1.16 |
$2.69 |
|
29 |
$65.61 |
$1.56 |
$1.13 |
$2.69 |
|
30 |
$64.05 |
$1.58 |
$1.10 |
$2.68 |
|
31 |
$62.47 |
$1.60 |
$1.08 |
$2.68 |
|
32 |
$60.87 |
$1.64 |
$1.05 |
$2.69 |
|
33 |
$59.23 |
$1.67 |
$1.02 |
$2.69 |
|
34 |
$57.56 |
$1.69 |
$0.99 |
$2.68 |
|
35 |
$55.87 |
$1.72 |
$0.96 |
$2.68 |
|
36 |
$54.15 |
$1.75 |
$0.93 |
$2.68 |
|
37 |
$52.40 |
$1.78 |
$0.90 |
$2.68 |
|
38 |
$50.62 |
$1.81 |
$0.87 |
$2.68 |
|
39 |
$48.81 |
$1.85 |
$0.84 |
$2.69 |
|
40 |
$46.96 |
$1.87 |
$0.81 |
$2.68 |
|
41 |
$45.09 |
$1.90 |
$0.78 |
$2.68 |
|
42 |
$43.19 |
$1.94 |
$0.75 |
$2.69 |
|
43 |
$41.25 |
$1.98 |
$0.71 |
$2.69 |
|
44 |
$39.27 |
$2.00 |
$0.68 |
$2.68 |
|
45 |
$37.27 |
$2.05 |
$0.64 |
$2.69 |
|
46 |
$35.22 |
$2.07 |
$0.61 |
$2.68 |
|
47 |
$33.15 |
$2.12 |
$0.57 |
$2.69 |
|
48 |
$31.03 |
$2.14 |
$0.54 |
$2.68 |
|
49 |
$28.89 |
$2.19 |
$0.50 |
$2.69 |
|
50 |
$26.70 |
$2.23 |
$0.46 |
|
$24.47 |
$2.27 |
$0.42 |
$2.69 |
|
|
52 |
$22.20 |
$2.30 |
$0.38 |
$2.68 |
|
53 |
$19.90 |
$2.34 |
$0.34 |
$2.68 |
|
54 |
$17.56 |
$2.38 |
$0.30 |
$2.68 |
|
55 |
$15.18 |
$2.42 |
$0.26 |
$2.68 |
|
56 |
$12.76 |
$2.47 |
$0.22 |
$2.69 |
|
57 |
$10.29 |
$2.50 |
$0.18 |
$2.68 |
|
58 |
$7.79 |
$2.56 |
$0.13 |
$2.69 |
|
59 |
$5.23 |
$2.59 |
$0.09 |
$2.68 |
|
60 |
$2.64 |
$2.64 |
$0.05 |
$2.69 |
|
|
$0.00 |
|
|
|
|
Total |
|
$100.00 |
$61.22 |
$161.22 |
|
|
|
|
|
|
Notes with a term of 20 years, bearing interest at 7.2% per annum
|
$73.60 |
$1.05 |
$1.32 |
$2.37 |
|
|
36 |
$72.55 |
$1.06 |
$1.31 |
$2.37 |
|
37 |
$71.49 |
$1.08 |
$1.29 |
$2.37 |
|
38 |
$70.41 |
$1.10 |
$1.27 |
$2.37 |
|
39 |
$69.31 |
$1.12 |
$1.25 |
$2.37 |
|
40 |
$68.19 |
$1.14 |
$1.23 |
$2.37 |
|
41 |
$67.05 |
$1.16 |
$1.21 |
$2.37 |
|
42 |
$65.89 |
$1.18 |
$1.19 |
$2.37 |
|
43 |
$64.71 |
$1.21 |
$1.16 |
$2.37 |
|
44 |
$63.50 |
$1.23 |
$1.14 |
$2.37 |
|
45 |
$62.27 |
$1.25 |
$1.12 |
$2.37 |
|
46 |
$61.02 |
$1.27 |
$1.10 |
$2.37 |
|
47 |
$59.75 |
$1.28 |
$1.08 |
$2.36 |
|
48 |
$58.47 |
$1.32 |
$1.05 |
$2.37 |
|
49 |
$57.15 |
$1.33 |
$1.03 |
$2.36 |
|
50 |
$55.82 |
$1.37 |
$1.00 |
$2.37 |
|
51 |
$54.45 |
$1.38 |
$0.98 |
$2.36 |
|
52 |
$53.07 |
$1.41 |
$0.96 |
$2.37 |
|
53 |
$51.66 |
$1.44 |
$0.93 |
$2.37 |
|
54 |
$50.22 |
$1.46 |
$0.90 |
$2.36 |
|
55 |
$48.76 |
$1.48 |
$0.88 |
$2.36 |
|
56 |
$47.28 |
$1.52 |
$0.85 |
$2.37 |
|
57 |
$45.76 |
$1.54 |
$0.82 |
$2.36 |
|
58 |
$44.22 |
$1.56 |
$0.80 |
$2.36 |
|
59 |
$42.66 |
$1.60 |
$0.77 |
$2.37 |
|
60 |
$41.06 |
$1.63 |
$0.74 |
$2.37 |
|
61 |
$39.43 |
$1.66 |
$0.71 |
$2.37 |
|
62 |
$37.77 |
$1.68 |
$0.68 |
$2.36 |
|
63 |
$36.09 |
$1.72 |
$0.65 |
$2.37 |
|
64 |
$34.37 |
$1.74 |
$0.62 |
$2.36 |
|
65 |
$32.63 |
$1.78 |
$0.59 |
$2.37 |
|
66 |
$30.85 |
$1.81 |
$0.56 |
$2.37 |
|
67 |
$29.04 |
$1.85 |
$0.52 |
$2.37 |
|
68 |
$27.19 |
$1.87 |
$0.49 |
$2.36 |
|
69 |
$25.32 |
$1.90 |
$0.46 |
$2.36 |
|
70 |
$23.42 |
$1.95 |
$0.42 |
$2.37 |
|
71 |
$21.47 |
$1.98 |
$0.39 |
$2.37 |
|
72 |
$19.49 |
$2.02 |
$0.35 |
$2.37 |
|
73 |
$17.47 |
$2.05 |
$0.31 |
$2.36 |
|
74 |
$15.42 |
$2.08 |
$0.28 |
$2.36 |
|
75 |
$13.34 |
$2.13 |
$0.24 |
$2.37 |
|
76 |
$11.21 |
$2.16 |
$0.20 |
$2.36 |
|
77 |
$9.05 |
$2.21 |
$0.16 |
$2.37 |
|
78 |
$6.84 |
$2.24 |
$0.12 |
$2.36 |
|
79 |
$4.60 |
$2.28 |
$0.08 |
$2.36 |
|
80 |
$2.32 |
$2.32 |
$0.04 |
$2.36 |
|
|
$0.00 |
|
|
|
|
Total |
|
$100.00 |
$89.43 |
$189.43 |
Notes with a term of 25 years, bearing interest at 7.5% per annum
|
$73.50 |
$0.84 |
$1.38 |
$2.22 |
|
|
50 |
$72.66 |
$0.87 |
$1.36 |
$2.23 |
|
51 |
$71.79 |
$0.87 |
$1.35 |
$2.22 |
|
52 |
$70.92 |
$0.90 |
$1.33 |
$2.23 |
|
53 |
$70.02 |
$0.92 |
$1.31 |
$2.23 |
|
54 |
$69.10 |
$0.92 |
$1.30 |
$2.22 |
|
55 |
$68.18 |
$0.95 |
$1.28 |
$2.23 |
|
56 |
$67.23 |
$0.97 |
$1.26 |
$2.23 |
|
57 |
$66.26 |
$0.98 |
$1.24 |
$2.22 |
|
58 |
$65.28 |
$1.00 |
$1.22 |
$2.22 |
|
59 |
$64.28 |
$1.01 |
$1.21 |
$2.22 |
|
60 |
$63.27 |
$1.04 |
$1.19 |
$2.23 |
|
61 |
$62.23 |
$1.06 |
$1.17 |
$2.23 |
|
62 |
$61.17 |
$1.08 |
$1.15 |
$2.23 |
|
63 |
$60.09 |
$1.10 |
$1.13 |
$2.23 |
|
64 |
$58.99 |
$1.12 |
$1.11 |
$2.23 |
|
65 |
$57.87 |
$1.14 |
$1.09 |
$2.23 |
|
66 |
$56.73 |
$1.17 |
$1.06 |
$2.23 |
|
67 |
$55.56 |
$1.18 |
$1.04 |
$2.22 |
|
68 |
$54.38 |
$1.20 |
$1.02 |
$2.22 |
|
69 |
$53.18 |
$1.23 |
$1.00 |
$2.23 |
|
70 |
$51.95 |
$1.25 |
$0.97 |
$2.22 |
|
71 |
$50.70 |
$1.28 |
$0.95 |
$2.23 |
|
72 |
$49.42 |
$1.29 |
$0.93 |
$2.22 |
|
73 |
$48.13 |
$1.33 |
$0.90 |
$2.23 |
|
74 |
$46.80 |
$1.34 |
$0.88 |
$2.22 |
|
75 |
$45.46 |
$1.38 |
$0.85 |
$2.23 |
|
76 |
$44.08 |
$1.39 |
$0.83 |
$2.22 |
|
77 |
$42.69 |
$1.43 |
$0.80 |
$2.23 |
|
78 |
$41.26 |
$1.45 |
$0.77 |
$2.22 |
|
79 |
$39.81 |
$1.48 |
$0.75 |
$2.23 |
|
80 |
$38.33 |
$1.50 |
$0.72 |
$2.22 |
|
81 |
$36.83 |
$1.54 |
$0.69 |
$2.23 |
|
82 |
$35.29 |
$1.56 |
$0.66 |
$2.22 |
|
83 |
$33.73 |
$1.60 |
$0.63 |
$2.23 |
|
84 |
$32.13 |
$1.62 |
$0.60 |
$2.22 |
|
85 |
$30.51 |
$1.65 |
$0.57 |
$2.22 |
|
86 |
$28.86 |
$1.69 |
$0.54 |
$2.23 |
|
87 |
$27.17 |
$1.71 |
$0.51 |
$2.22 |
|
88 |
$25.46 |
$1.75 |
$0.48 |
$2.23 |
|
89 |
$23.71 |
$1.78 |
$0.44 |
$2.22 |
|
90 |
$21.93 |
$1.81 |
$0.41 |
$2.22 |
|
91 |
$20.12 |
$1.85 |
$0.38 |
$2.23 |
|
92 |
$18.27 |
$1.89 |
$0.34 |
$2.23 |
|
93 |
$16.38 |
$1.91 |
$0.31 |
$2.22 |
|
94 |
$14.47 |
$1.96 |
$0.27 |
$2.23 |
|
95 |
$12.51 |
$1.99 |
$0.23 |
$2.22 |
|
96 |
$10.52 |
$2.02 |
$0.20 |
$2.22 |
|
97 |
$8.50 |
$2.07 |
$0.16 |
$2.23 |
|
98 |
$6.43 |
$2.10 |
$0.12 |
|
$4.33 |
$2.15 |
$0.08 |
$2.23 |
|
|
100 |
$2.18 |
$2.18 |
$0.04 |
$2.22 |
|
|
$0.00 |
|
|
|
|
Total |
|
$100.00 |
$122.29 |
$222.29 |
|
|
|
|
|
|
Notes with a term of 30 years, bearing interest at 8.0% per annum
|
$87.18 |
$0.46 |
$1.74 |
$2.20 |
||||||
|
43 |
$86.72 |
$0.47 |
$1.73 |
$2.20 |
|||||
|
44 |
$86.25 |
$0.47 |
$1.73 |
$2.20 |
|||||
|
45 |
$85.78 |
$0.49 |
$1.72 |
$2.21 |
|||||
|
46 |
$85.29 |
$0.50 |
$1.71 |
$2.21 |
|||||
|
47 |
$84.79 |
$0.51 |
$1.70 |
$2.21 |
|||||
|
48 |
$84.28 |
$0.52 |
$1.69 |
$2.21 |
|||||
|
49 |
$83.76 |
$0.53 |
$1.68 |
$2.21 |
|||||
|
50 |
$83.23 |
$0.55 |
$1.66 |
$2.21 |
|||||
|
51 |
$82.68 |
$0.55 |
$1.65 |
$2.20 |
|||||
|
52 |
$82.13 |
$0.56 |
$1.64 |
$2.20 |
|||||
|
53 |
$81.57 |
$0.57 |
$1.63 |
$2.20 |
|||||
|
54 |
$81.00 |
$0.59 |
$1.62 |
$2.21 |
|||||
|
55 |
$80.41 |
$0.59 |
$1.61 |
$2.20 |
|||||
|
56 |
$79.82 |
$0.61 |
$1.60 |
$2.21 |
|||||
|
57 |
$79.21 |
$0.63 |
$1.58 |
$2.21 |
|||||
|
58 |
$78.58 |
$0.63 |
$1.57 |
$2.20 |
|||||
|
59 |
$77.95 |
$0.64 |
$1.56 |
$2.20 |
|||||
|
60 |
$77.31 |
$0.66 |
$1.55 |
$2.21 |
|||||
|
61 |
$76.65 |
$0.68 |
$1.53 |
$2.21 |
|||||
|
62 |
$75.97 |
$0.68 |
$1.52 |
$2.20 |
|||||
|
63 |
$75.29 |
$0.69 |
$1.51 |
$2.20 |
|||||
|
64 |
$74.60 |
$0.72 |
$1.49 |
$2.21 |
|||||
|
65 |
$73.88 |
$0.73 |
$1.48 |
$2.21 |
|||||
|
66 |
$73.15 |
$0.74 |
$1.46 |
$2.20 |
|||||
|
67 |
$72.41 |
$0.76 |
$1.45 |
$2.21 |
|||||
|
68 |
$71.65 |
$0.77 |
$1.43 |
$2.20 |
|||||
|
69 |
$70.88 |
$0.79 |
$1.42 |
$2.21 |
|||||
|
70 |
$70.09 |
$0.80 |
$1.40 |
$2.20 |
|||||
|
71 |
$69.29 |
$0.82 |
$1.39 |
$2.21 |
|||||
|
72 |
$68.47 |
$0.84 |
$1.37 |
$2.21 |
|||||
|
73 |
$67.63 |
$0.85 |
$1.35 |
$2.20 |
|||||
|
74 |
$66.78 |
$0.86 |
$1.34 |
$2.20 |
|||||
|
75 |
$65.92 |
$0.89 |
$1.32 |
$2.21 |
|||||
|
76 |
$65.03 |
$0.91 |
$1.30 |
$2.21 |
|||||
|
77 |
$64.12 |
$0.92 |
$1.28 |
$2.20 |
|||||
|
78 |
$63.20 |
$0.95 |
$1.26 |
$2.21 |
|||||
|
79 |
$62.25 |
$0.95 |
$1.25 |
$2.20 |
|||||
|
80 |
$61.30 |
$0.98 |
$1.23 |
$2.21 |
|||||
|
81 |
$60.32 |
$1.00 |
$1.21 |
$2.21 |
|||||
|
82 |
$59.32 |
$1.01 |
$1.19 |
$2.20 |
|||||
|
83 |
$58.31 |
$1.04 |
$1.17 |
$2.21 |
|||||
|
84 |
$57.27 |
$1.06 |
$1.15 |
$2.21 |
|||||
|
85 |
$56.21 |
$1.09 |
$1.12 |
$2.21 |
|||||
|
86 |
$55.12 |
$1.10 |
$1.10 |
$2.20 |
|||||
|
87 |
$54.02 |
$1.13 |
$1.08 |
$2.21 |
|||||
|
88 |
$52.89 |
$1.14 |
$1.06 |
$2.20 |
|||||
|
89 |
$51.75 |
$1.17 |
$1.04 |
$2.21 |
|||||
|
90 |
$50.58 |
$1.20 |
$1.01 |
$2.21 |
|||||
|
91 |
$49.38 |
$1.21 |
$0.99 |
||||||
The r ecord d ate is the first day of the month preceding the related due date for the crediting of principal and interest on the n otes in the h older’s U-Haul Investors Club account. If any date for the crediting of principal and interest into a h older’s U-Haul Investor s Club account, including the maturity date , falls on a day that is not a b usiness d ay, the required crediting of principal and interest on the n otes shall be due and made on the next day constituting a b usiness d ay.
Additional Issuances
AMERCO may not c reate or issue ad ditional notes secured by the Collateral unless it obtains the consent of holders of at least 51% of the principal amount of the outstanding notes . However, AMERCO intends to offer additional securities through the U-Haul Investors Club si multaneously with this offering and in the future, including securities that are secured by assets owned by AMERCO or its subsidiaries other than the Collateral, which it may do in its sole discretion and without the consent of the holders of the notes.
Ra nking
The notes are the obligations of AMERCO only. The notes are not being guaranteed by any of AMERCO’s subsidiaries, and therefore will effectively be structurally subordinated to the claims of existing and future creditors of AMERCO’s subsidiaries, in cluding U-Haul . Other than with respect to the
Collateral, the notes rank equally in right of payment with any existing and future unsecured indebtedness of AMERCO.
Optional Redemption
The notes or any sub-series or other portion thereof may be redeemed b y AMERCO in its sole discretion at any time, in whole or in part on a pro rata basis or on any other basis as determined by AMERCO in its sole discretion , without penalty, premium or fee, at a price equal to 100% of the principal amount then outstanding, p lus accrued and unpaid interest, if any, through the date of redemption. In the event of a redemption, AMERCO will cause noti ces of redemption to be emailed, to the email address associated with your account, at least 10 but not more than 30 days before the redemption date to each applicable registered holder of notes. However, AMERCO is under no obligation to redeem the notes in whole or in part, under any circumstances. Accordingly, investors must be prepared to hold the notes until the maturity date.
Security Interest and Initial Collateral
The obligations of AMERCO with respect to the notes shall initially be secured by a f irst- p riority l ien , subject to Permitted Liens, o n the Initial Collateral. The Initial Collateral is being pledged by the Owner to the trustee (or the trustee’s agent, nominee or nominee mortgagee or titleholder) for the benefit of the holders, pursuant to the financing documents .
Each of the series of notes shall be secured by one of the following properties, as the Initial Col lateral for such series, subject to collateral substitutions as provided herein. Prior to the closing of the first subseries of notes under its respective series, Company management shall select and assign one of the following properties to serve as the c ollateral for such series.
- The Phoenix Property. The Phoenix Property is known as U-Haul of Sunnyslope, located at 9300 N. Cave Creek Road, in Phoenix, Arizona, 85020 (Maricopa County), U-Haul location number 822029. This 1.33 acre site is improved wi th paving, lighting, a free standing canopy and a 1,368 SF building used as U-Haul rental and sales offices as well as for U-Haul hitch installations. The note series which shall be secured by the Phoenix Property shall not exceed $450,000 in aggregate pr incipal amount.
- The Kansas City Property. The Kansas City Property is known as the U-Haul Kansas City Engine Remanufacturing Facility, located at 1800 Reynolds Avenue, Kansas City, Missouri, 64120 (Jackson County), U-Haul location number 219000. This p roperty is 21.9 acres and contains a 413,404 square foot building used for U-Haul engine remanufacturing (which is not revenue-producing for the Company). U-Box, the portable storage division of U-Haul, presently occupies approximately 4,134 square feet a t the property. The note series which shall be secured by the Kansas City Property shall not exceed $5,000,000 in aggregate principal amount.
- The Forest Park Property. The Forest Park Property is known as U-Haul Forest Park Shop, located at 7209 W. Harr ison, Forest Park, Illinois, 60130 (Cook County), U-Haul location number 367000. This property operates as a U-Haul repair shop (which is not revenue-producing for the Company), consisting of a 9,786 square foot building on 1.12 acres. The note series w hich shall be secured by the Forest Park Property shall not exceed $1,000,000 in aggregate principal amount.
- The Tempe Property. The Tempe Property is known as U-Haul of Tri-City, located at 2340 E. Apache Blvd, Tempe, Arizona, 85281 (Maricopa County), U-Haul location number 822053. This property is approximately 1.85 acres and contains a 3227 square foot building. It operates as a U-Haul center, including retail sales and U-Haul equipment rentals, office space, and U-Haul hitch installations. The note series which shall be secured by the Tempe Property shall not exceed $250,000 in aggregate principal amount.
- The Charlotte Property. The Charlotte Property is known as U-Haul of Tryon St., located at 1224 N. Tryon Street, Charlotte, North Carolina, 28 206 (Mecklenburg County), U-Haul location number 780052. The property consists of a 24,985 one and two-story building and a 765 square foot building , sitting on 4.5 acres. It operates as a U-Haul facility, renting both equipment and self-storage rooms an d offering U-Box storage . The note series which shall be secured by the Charlotte Property shall not exceed $500,000 in aggregate principal amount.
- The Fort Worth Property. The Fort Worth Property is known as U-Haul of I-35 & Berry, located at 2936 S. Freeway, Fort Worth, Texas, 76104 (Tarrant County), U-Haul location number 836071 This property is one acre and contains a 4 ,608 square foot building which operates as a U-Haul retail and truck rental location with interior self-storage rooms as well as exterior secure sustainable self-storage rooms. The note series which shall be secured by the Fort Worth Property shall not exceed $150,000 in aggregate principal amount.
- The Las Vegas Property. The Las Vegas property is known as U-Haul of W. Bonanza, located at 2001 W. Bonanza Road, Las Vegas, Nevada 89106 (Clark County), U-Haul location number 838051. This property is one acre and contains two buildings totaling approximately 4220 square feet. The property operates as a U-Haul rental center, incl uding exterior secure sustainable self-storage rooms. The note series which shall be secured by the Las Vegas Property shall not exceed $350,000 in aggregate principal amount.
- The Beaumont Property. The Beaumont property is known as U-Haul of Eastex Fr eeway, and consists of two parcels of land, one located at 8161 Eastex Freeway , and the other at 7910 Eastex Freeway, both located in Beaumont, Texas, 77708 (Jefferson County), U-Haul location number 884019. The property contains six self-storage building s and two mobile homes used for office/apartment space, and one retail office lease. The property was recently acquired and converted into a U-Haul facility. The note series which shall be secured by the Beaumont Property shall not exceed $1,145,000 in a ggregate principal amount.
- The Harvey Property. The Harvey Property is known as U-Haul of LaPalco, located at 2340 LaPalco Blvd., Harvey, Louisiana, 70058 (Jefferson County), U-Haul location number 747031. The property is 2.71 acres with eight two-sto ry and six one-story self-storage buildings and a one-story building being converted into a U-Haul center, totaling 67,337 square feet. The property operates as a U-Haul rental and self-storage center, and also offers outdoor storage for recreational vehic les. The note series which shall be secured by the Harvey Property shall not exceed $1,890,000 in aggregate principal amount.
With the exception of the Fort Worth Property and the Beaumont Property, all of the Initial Collateral is owned by Real Estate , which entity is a subsidiary of AMERCO. The Fort Worth Property and the Beaumont Property are owned by Real Estate subsidiary Amerco Real Estate Company of Texas, Inc., a Texas corporation. The Initial Collateral is utilized in the operations of the U- Haul system, in which U-Haul rental equipment and self-storage units are rented to customers in the ordinary course of business. No appraisal of the Initial Collateral has been or will be prepared by us or on our behalf in connection with this offering.
Substitution of Collateral
AMERCO has the right, in its sole discretion, to substitute or to cause one or more affiliates or third parties to substitute any assets (the “Replacement Collateral”) for all or part of the Collateral that from time to time sec ures the notes, including the Initial Collateral and any Replacement Collateral (the “Collateral”), provided that the value of the Replacement Collateral is at least 100% of the value of the Collateral that is released at the time of substitution (the “Rel eased Collateral”) and provided further that the owner of such Replacement Collateral promptly enters a separate pledge and security agreement, substantially in the form of the pledge agreement, and executes such other documents and instruments
as may be n ecessary or appropriate to grant to the trustee, for the benefit of the holders, a first-priority lien on such Replacement Collateral. In connection with any substitution of Collateral, the value of the Replacement Collateral and the Released Collateral i s determinable by AMERCO in its sole discretion, and no appraisal will be prepared by us or on our behalf in this regard. AMERCO is permitted to make an unlimited number of Collateral substitutions.
AMERCO may make a substitution of Collateral by deliveri ng a written certificate to the trustee executed by an officer of AMERCO which contains (i) a description of the Replacement Collateral, (ii) a statement that such Replacement Collateral has been pledged by the owner thereof to the trustee, for the benefit of the holders, pursuant to the financing documents, (iii) a description of the Released Collateral and (iv) a certification by AMERCO that the value of the Replacement Collateral is at least 100% of the value of the Released Collateral. Upon the trustee ’s receipt of such notice, the Replacement Collateral will be deemed “Collateral”, and the Released Collateral will be released from the first-priority lien thereon and will no longer be subject to the terms of the financing documents. The trustee shall h ave no duty to evaluate the determination made in such certificate and shall be allowed to conclusively rely on such certificate from AMERCO.
Perfection of Security I nterest in the Collateral
The financing documents require AMERCO to file, or cause the filing of, such documents and instruments, in all appropriate jurisdictions and recording offices, as are necessary or appropriate to perfect and protect the trustee’s first-priority lien on the Collateral, subject to Permitted Liens which may include mechanics liens, inchoate mechanics liens and liens for property taxes due but not yet payable.
Use and Release of Collateral
Unless an Event of Default has occurred and is continuing, and the trustee shall have commenced an enforcement of remedies under the financing documents, AMERCO and its subsidiaries, including U-Haul, have the right to:
• remain in possession and retain exclusive control of the Collateral;
• freely operate the Collateral, in cluding, without limitation, by integrating the Collateral into the U-Haul system and using it or renting it to customers, as the case may be, in the ordinary course of business; and
• collect, invest and dispose of any income thereon, which income will not constitute part of the Collateral.
Release of Collateral. The financing documents provide that the first-priority lien on the Collateral with respect to the notes or any sub-series or other portion thereof will automatically be released, whether in full o r incrementally, as the case may be, upon (1) satisfaction of all of AMERCO’s obligations with respect to the applicable notes, sub-series of the notes or other portion thereof, whether due to a scheduled repayment in full or a redemption; or (2) discharge , legal defeasance or covenant defeasance of AMERCO’s obligations with respect to the applicable notes or sub-series or other portion thereof, as described below under “Discharge, Defeasance and Covenant Defeasance”.
Further A ssurances; A fter A cquired C oll ateral
The financing documents provide that AMERCO shall, at its expense, duly execute and deliver, or cause to be duly executed and delivered, such further agreements, documents and instruments, and do or cause to be done such further acts as may be neces sary or proper, or which the trustee may reasonably request, to evidence, perfect, maintain and enforce the first-priority lien on the Collateral and the benefits intended to be conferred thereby, and to otherwise effectuate the provisions or purposes of, the financing documents.
Upon the acquisition by the Company after the issue date of (1) any after-acquired assets, including, but not limited to, any after-acquired equipment or fixtures which constitute accretions, additions or technological upgrades t o the equipment or fixtures or any working capital assets that, in any such case, form part of the Collateral, or (2) any proceeds (as defined in the UCC of any relevant jurisdiction) from a sale or other disposition of the Collateral, AMERCO shall execute and deliver, to the extent required, any information, documentation, financing statements or other certificates as may be necessary to vest in the trustee a perfected security interest, subject only to Permitted Liens, in such after-acquired property and to have such after-acquired property added to the Collateral, and thereupon all provisions of the financing documents relating to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect .
Change of Control , Merger, Consolidation or Sale of Assets
The holders of the notes do not have the right to require AMERCO to repurchase the notes in connection with a change of control of the Company, a merger of the Company, a consolidation of the Com pany or the sale of all or substantially all of the assets of the Company or its subsidiaries, to or with any Person.
Covenants
The covenants with respect to the notes consist of the following:
Maintenance of first-priority lien on the Collateral. So long as any of the note s are outstanding, AMERCO and Owner are required to maintain, subject to Permitted Liens, and may not take any action to negate, the first-priority lien on the Collateral or the benefits intended to be conferred thereby.
Prohibition of additional liens o n the Collateral . Neither AMERCO nor Owner is permitted to incur any Lien of any nature whatsoever on the Collateral, other than the f irst- p riority l ien pursuant to the financing documents and Permitted Liens.
Events of Default, Waiver and Notice
The events of default with respect to the notes (each, an “Event of Default”) , consist of the following :
Nonpayment . The default in the crediting of principal or interest when due to a holder’s U-Haul Investors Club account, and the cont inuance of such default for a period of 30 days .
Failure to maintain first-priority lien on the Collateral . Failure by the Company or Owner to maintain the first-priority Lien on the Collateral, subject to Permitted Liens, continued for 90 days after wri tten notice thereof to the Company from the t rustee or to the Company and the trustee from the holders of at least 51% in principal amount of the outstanding notes, specifying such default or breach and requiring it to be remedied and stating that such not ice is a “notice of default” pursuant to the financing documents.
Incurrence of additional Liens on the Collateral . The incurrence by the Company, Owner or any of their respective a ffiliates of any additional Lien on the Collateral, other than Permitted Liens and the Lien pursuant to the financing documents , continued for 90 days after written notice thereof to the Company from the t rustee or to the Company and the trustee from the holders of at least 51% in principal amount of the outstanding notes, spe cifying such default or breach and requiring it to be remedied and stating that such notice is a “notice of default” pursuant to the financing documents.
If an E vent of D efault under the indenture supplement or pledge agreement occurs and is continuing , then the trustee , on behalf of the holders, if it has notice or actual knowledge of such Event of Default, has the right to declare the principal amount of the notes outstanding to be due and payable imme diately by written notice to AMERCO and to the servicer . A default or Event of Default under the notes does not cause, and is not caused by, a default or event of default under any other notes issued pursuant to the U-Haul Investors Club.
Waiver . The indenture provide that the holders of not less t han 51% in principal amount of the outstanding notes may waive any past Default with respect to the notes and its consequences, except a Default in the crediting of the principal and interest due on the notes.
Notice. The trustee is required, but only t o the extent the trustee has notice or knowledge of such Default, to give notice to the holders of the notes within 90 days of a Default, unless the Default has been cured or waived; but the trustee may withhold notice of any Default, except a Default in t he crediting of the principal of, or premium, if any, or interest on the notes, if specified responsible officers of the trustee consider the withholding to be in the interest of the holders.
The holders of the notes may not institute any proceedings, judi cial or otherwise, with respect to the indenture or for any remedy under the indenture, except in the case of failure of the trustee, for 60 days, to act after the trustee has received a written request to institute proceedings in respect of an Event of De fault from the holders of not less than 51% in principal amount of the outstanding notes, as well as an offer of indemnity satisfactory to the trustee, and provided that no direction inconsistent with such written request has been given to the trustee duri ng such 60-day period by the holders of a majority of the outstanding notes. However, no holder of notes is prohibited from instituting suit for the enforcement of payment of the principal of and interest on the notes when due.
The trustee is not under any obligation to exercise any of its rights or powers under the financing documents at the request or direction of any holders of the notes outstanding under the indenture, unless the holders offer to the trustee security or indemnity that is satisfactory to it. Subject to such provisions for the indemnification of the trustee, the holders of not less than a majority in principal amount of the outstanding notes have the right to direct the time, method and place of conducting any proceeding for any remedy av ailable to the trustee, and to exercise any trust or power conferred upon the trustee. However, the trustee may refuse to follow any direction that is in conflict with any law or the indenture that may involve the trustee in personal liability or may be un duly prejudicial to the holders of the notes not joining in the direction.
Modifications
Modification of the indenture. With the consent of the holders of not less than 51% of the principal amount of all outstanding notes, AMERCO may enter into supplement al indentures with the trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the indenture or modifying in any manner the rights of the holders of the notes. However, no modification or amend ment may, without the consent of each holder of notes:
• extend the time of crediting of principal and interest on the notes;
• reduce the principal amount of, or the rate or amount of interest on, the notes;
• impair the right to institute suit for the enforcem ent of any payment on or with respect to the notes; or
• reduce the percentage of outstanding notes necessary to modify or amend the indenture, to waive compliance with specific provisions of or certain defaults and consequences under the indenture, or to re duce the quorum or voting requirements set forth in the indenture.
AMERCO and the trustee may modify and amend the indenture without the consent of any holder of notes for any of the following purposes:
• to evidence the su ccession of another P erson to AME RCO as obligor under the indenture;
• to add to other covenants for the benefit of the holders of the notes or to surrender any right or power conferred upon AMERCO, Owner, or their respective affiliates, as provided in the financing documents;
• to add e vent s of d efault for the benefit of the holders of the notes;
• to add or change any provisions of the indenture to facilitate the issuance of, or to liberalize specific terms of, debt securities in bearer form, or to permit or facilitate the issuance of debt se curities in uncertificated form, provided that the action will not adversely affect the interests of the holders of the notes in any material respect;
• to change or eliminate any provisions of the indenture, if the change or elimination becomes effective only when there are no debt securities outstanding of any series created prior to the change or elimination that are entitled to the benefit of the chang ed or eliminated provision;
• to establish the form or terms of debt securities of any series and any related coupons;
• to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by m ore than one trustee;
• to cure any ambiguity or correct any inconsistency in the indenture provided that the cure or correction does not adversely affect the holders of the notes;
• to supplement any of the provisions of the indenture to the extent necessary to permit or facilitate defeasance and discharge of the notes, provided that the supplement does not adversely affect the interests of the holders of the notes in any material respect;
• to add to, delete from or revise the conditions, limitations or restric tions on issue, authentication and delivery of the notes ;
• to conform any provision in the indenture to the requirements of the Trust Indenture Act; or
• to make any change that does not adversely affect the legal rights under the indenture of any holder of n otes.
In determining whether the holders of the requisite principal amount of outstanding notes have given any request, demand, authorization, direction, notice, consent or waiver under the indenture or whether a quorum is present at a meeting of holders o f the notes, the principal amount of the notes that is deemed to be outstanding will be the amount of the principal that would be due and payable as of the date of the determination upon declaration of acceleration of the maturity of the notes.
The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an officers’ certificate and an opinion of counsel to the effect that the execution of any such amendment or modification is authorized or permitted pursuant to the financing docu ments and has been duly authorized, executed and delivered by, and is a valid, binding and enforceable obligation of, the Company, subject to customary exceptions , and that all conditions precedent under the financing documents, if any, have been satisfied .
Discharge, Defeasance and Covenant Defeasance
Discharge. AMERCO can discharge specific obligations to holders of the notes or any sub-series thereof (1) that have not already been delivered to the trustee for cancellation and (2) that either have b ecome due and payable or will, within one year, become due and payable, by irrevocably depositing with the trustee, in trust, money or funds certified to be sufficient to pay when due the principal of and interest on the notes.
Defeasance and covenant defe asance. AMERCO may elect either:
• defeasance, which means AMERCO elect s to defease and be discharged from any and all obligations with respect to any sub-series of the notes, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency in respect of the notes and to hold moneys for payment in trust; or
• covenant defeasance, which means AMERCO elects to be released from its obligations with respect to any sub-series of the notes under specified sections of the indenture relating to covenants, and any omission to comply with its obligations will not constitute an E vent of D efault with respect to such sub-series of the notes;
in either case upon the irrevocable deposit by AMERCO with the trustee, in trust, of an amount, in currency or currencies or government obligations, or both, sufficient without reinvestment to make scheduled payments of the principal of and interest on the applicable sub-series of the notes, when due, whether at maturity or otherwise.
A trust is only permitted to be established if, among other things:
• AMERCO h as delivered to the trustee an opinion of counsel, as specified in the indenture, to the effect that the holders of the applicable sub-series of the note s will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance or covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the ca se if the defeasance or covenant defeasance had not occurred, and the opinion of counsel, in the case of defeasance, will be required to refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable U.S. federal income tax l aw occurring after the date of the indenture;
• no E vent of D efault or D efault has occurred;
• the defeasance or covenant defeasance will not result in a breach or violation of, or constitute a D efault under, the indenture or any other material agreement or in strument to which AMERCO is a party or by which AMERCO is bound; and
• AMERCO has delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent to the defeasance or covenant defeasance have been compl ied with.
In general, if AMERCO elects covenant defeasance with respect to a sub-series of the notes and payments on such sub-series of the notes are declared due and payable because of the occurrence of an Event of Default, the amount of money and/or gov ernment obligations on deposit with the applicable trustee would be sufficient to pay amounts due on such notes at the time of their stated maturity, but may not be sufficient to pay amounts due on such notes at the time of the acceleration resulting from the Event of Default. In that case, AMERCO would remain liable to make payment of the amounts due on such notes at the time of acceleration.
U.S. Bank National Association is the trustee under the indenture, and is a party under the other financi ng documents; provided, however , the trustee has the right to appoint an agent or nominee to be named as mortgagee or nominee titleholder for the benefit of the noteholders under the financing documents.
Servicer
AMERCO’s subsidiary, U-Haul International, Inc., or its designee, is the servicing agent with respect to the notes (the “servicer”). In this capacity, among other duties, the servicer is responsible for crediting principal and interest to the U-Haul Investors Club accounts of each h older, performing recordkeeping and registrar services, perfecting and maintaining the first-priority lien on the Collateral in favor of the trustee for the benefit of the holders subject to Permitted Liens, and electronically receiving and delivering all documents, statements, tax documents and communications related to the offering, the notes and the U-Haul Investors Club.
No Personal Liability of Directors, Officers, Employees or Stockholders
No director, officer, employee or stockholder of AMERCO or any of its subsidiaries will have any liability for any obligations of AMERCO or any of its subsidiaries under the notes or any of the financing documents or for any claim based on, in respect of, or by reason of such obligations or their creation. Each h older of the notes, by accepting a note, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. Such waiver and release may not be effective to waive liabilities under the U.S. Federal secu rities laws, and it is the view of the SEC that such a waiver is against public policy.
Arbitration
The financing documents provide that in the event that we, on the one hand, and one or more of the holders, or the trustee on behalf of one or more of the h olders, on the other hand, are unable to resolve any dispute, claim or controversy between them related to the financing documents or the U-Haul Investors Club, as applicable, such parties agree to submit such dispute to binding arbitration. However, such arbitration requirement shall not apply in cases where the dispute is between (i) the trustee and us (other than with respect to when the trustee is acting on behalf of one or more of the holders), (ii) the trustee and one or more of the holders, or (iii) the trustee and any third party.
Governing Law
The indenture and the notes are governed by, and construed in accordance with, the internal laws of the State of New York.
Form of Notes
AMERCO is issuing the notes in uncertificated book-entry form only. AM ERCO is not issuing physical certificates for the notes.
The laws of some states in the United States may require that certain Persons take physical delivery in definitive, certificated form. AMERCO reserves the right to issue certificated notes only if A MERCO determines not to have the notes held solely in book-entry form.
AMERCO, the servicer and the trustee will treat holders of notes in whose names the notes are registered as of the record date as the owners thereof for purposes of receiving credits of principal and interest due on the notes and for any and all other purposes whatsoever with respect to the notes.
The notes are not being listed on any securities exchange. The notes are not transferable except between members o f the U-Haul Investors Club through privately negotiated transactions as to which neither AMERCO, the servicer, the trustee, nor any of their respective affiliates will have any involvement. In addition, the notes will not be listed on any securities exch ange, and there is no anticipated public market for the notes. In addition, it is unlikely that a secondary “over-the-counter” market for the notes will develop between bond dealers or bond trading desks at investment houses. Therefore, investors must be prepared to hold their notes until the maturity date.
No Sinking Fund
The notes are fully amortizing and will not have the benefit of a sinking fund.
Certain Definition s
“Business day” means any day other than a Saturday, Sunday or other day on which bank s are authorized or required by law to be closed in New York City, New York, Chicago, Illinois or Phoenix, Arizona.
“Collateral” has the meaning set forth in “Description of Notes – Substitution of Collateral”.
“ Default ” means any event which is, or after notice or passage of time or both would be, an Event of Default.
“Event of Default” has the meaning set forth in “Description of Notes – Events of Default, Waiver and Notice”.
“Financing documents” means the base indenture, the indenture supplement and t he pledge and security agreement, any other instruments and documents executed and delivered pursuant to the foregoing documents as the same may be amended, supplemented or otherwise modified from time to time and pursuant to which , among other things, the Collateral is pledged, assigned or granted to or on behalf of the trustee for the benefit of the holders .
“Initial Collateral” has the meaning set forth in “The Offering” summary table.
“Issue date” means five business days following our receipt and acce ptance of investor subscriptions with respect to any sub-series of the notes in the aggregate principal amount of up to $1,000 for such sub-series, or at such other time as AMERCO determines in its sole discretion. Interest on issued notes shall commence to accrue on the issue date.
“H older ” or “noteholder” means the Person in whose name a note is registered on the books of servicer, who shall serve as the registrar and paying agent with regard to the notes.
“ Lien ” means any mortgage , deed of trust, deed to secure debt, pledge, hypothecation, a ssignment, deposit arrangement, security interest, lien, charge, easement, encumbrance, preference, priority or other security agreement or preferential ar rangement of any kind or nature whatsoever on or with re sp ect to such property or assets , conditional sale or other t itle retention agreement having substantially the same economic effect as any of the foregoing ; provided that in no event shall an operating lease be deemed to constitute a Lien.
“n otes ” means the debt securities of the Company issued pursuant to the i ndenture and the indenture supplement in an aggregate principal amount of up to $10,735,000, to be issued in sub-series, as provided herein.
“O bligations ” means, with respect to any i ndebted ness under the notes , all obligations for principal, premium, interest (including any inte rest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respe ct th ereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (inc luding in respect of letters of credit), and other amounts payable pursuant to th e documentation governing such i ndebtedness.
“Owner” means Amerco Real Estate Company, a Nevada corporation, with respect to the Initial Collateral other than the Fort Worth Property and the Beaumont Property. The Owner with respect to the Fort Worth Property and the Be aumont Property is Amerco Real Estate Company of Texas, Inc., a Texas corporation.
“ Permitted Liens ” mea ns Liens in favor of carriers, warehousemen, mechanics, suppliers, repairmen, materialmen , contractors, subcontractors and landlords , liens for prope rty taxes due but not yet payable, and other similar Liens imposed by law, in each case for sums not overdue or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awar ds against the Company.
“ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
“Principal” of a n o t e means the principal of such n ote, plus the p remium, if any, payable on the n ote which is due or overdue or is to beco me due at the relevant time.
“Record date” means the first day of the month preceding the related due date for the crediting of princip al and interest on the notes.
“Replacement Collateral” has the meaning set forth in “Description of Notes – Substitution of Collateral”.
“Released Collateral” has the meaning set forth in “Description of Notes – Substitution of Collateral”.
“ SEC ” means the U.S. Securities and Exchange Commission.
“Trust Indenture Act” means the Trust Indenture Act of 1939, as amen ded.
“t rustee ” means U.S. Bank National Association until a successor replaces it and, thereafter, means the successor.
“UCC” means the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction.
U-HAUL INVESTOR S CLUB ™
Overview
The offering of the notes is structured as a subscription offering. This means AMERCO is offering you the opportunity to subscribe to purchase notes, which AMERCO may accept or reject. In order to subscribe to purchase notes, you must become a member of the U-Haul Investors Club and follow the instructions available on our website at uhau linvestorsclub.com . As notes are offered, prospective investors shall have the opportunity to select the sub-series of notes for which such prospective investor is subscribing.
In order to become a member of the U-Haul Investo rs Club (a “member”) you must first submit a membership application online. A member of the U-Haul Investors Club must:
• with respect to natural persons, be of at least 18 years of age and be a U.S. resident with a valid social security number;
• with respec t to entities, be a corporation, partnership, limited partnership, trust, limited liability company or any other entity, organized under the laws of a United States jurisdiction and have a valid tax identification number or social security number;
• have an email account and a U.S. bank account;
• link such member’s U.S. bank account to such member’s U-Haul Investors Club account;
• be comfortable using the Internet and investing in a self-directed manner; and
• agree to other specified terms and conditions of memb ership in the U-Haul Investors Club, including electronic receipt and delivery of all documents, statements and communications related to the offering, the notes and the U-Haul Investors Club online, as well as the obligation to arbitrate resolution of any and all disputes that arise, and a waiver of class action claims.
If your membership application is accepted, AMERCO will notify you by email and a password-protected U-Haul Investors Club account will be created.
Subscription Agreement and Process
Once you are a member of the U-Haul Investors Club, in order to subscribe to purchase notes you must submit a subscription offer online. In the subscription offer, you will designate the maximum principal amount of notes, and the applicable sub-series, that yo u are willing to purchase. The minimum amount of notes that you can subscribe to purchase is $100, and you may only subscribe to purchase a principal amount of notes in an integral multiple of $100 (e.g., $100, $200, $300, etc.). Unless otherwise determi ned by AMERCO, there is no maximum amount of notes that you can subscribe to purchase.
AMERCO reserves the right to accept or reject your subscription to purchase notes, in whole or in part, and in its sole discretion, for any reason.
Revocability of Sub scription to Purchase Notes
Your subscription to purchase notes in any sub-series is revocable until AMERCO closes the offering. Upon the closing of the offering, your subscription to purchase notes for such sub-series shall be irrevocable. The anticipa ted offering closing date for each sub-series of the notes is or will be identified on the uhaulinvestorsclub .com website; however, such date is subject to change at AMERCO’s sole discretion. To the extent AME RCO changes the anticipated closing date, the uhaulinvestorsclub.com website will be updated to reflect such changed date. It is recommended that prospective investors periodically check the uhaulinvestorsclub .com website for any changes in the anticipated closing date.
Issuance of Notes
Notes will be issued within five business day following our receipt and acceptance of investor subscriptions with respect to any sub-series of the notes in the aggregate principal amount of up to $1,000 for such sub-series, or at such other time as AMERCO determines in its sole discretion. Interest shall on issued notes commence to accrue on the issue date. Suc h note issuance will be in uncertificated book-entry format only. Servicer will register the notes in the names of these members on servicer’s books and records.
U-Haul Investors Club Member Accounts
In order to subscribe to purchase notes, a member mus t have sufficient funds in its U-Haul Investors Club account. In order to fund its U-Haul Investors Club account, such account must be linked to such member’s outside U.S. bank account and funds must be transferred from the linked bank account to the U-Ha ul Investors Club account, using the Automated Clearing House, or ACH, network. Funds are considered available in the member’s U-Haul Investors Club account a minimum of three business days after such member initiates the ACH transfer. U-Haul Investors Cl ub accounts are record-keeping subaccounts of a bank account maintained by servicer (referred to herein as the “investment account”) with a third party financial institution, and reflect balances and transactions with respect to each member of the U-Haul I nvestors Club. The servicer administers the investment account and maintains the sub-accounts for each member of the U-Haul Investors Club. These record-keeping sub-accounts, which we refer to as “U-Haul Investors Club accounts”, are purely administrative . U-Haul Investors Club members have no direct relationship with the financial institution at which the investment account is maintained, or any successor thereto, by virtue of becoming a member of and participating in the U-Haul Investors Club. Funds in the investment account will always be maintained by the servicer at an FDIC member financial institution.
How to Remove Funds from Y our U-Haul Investors Club Account
Uninvested funds in each member’s U-Haul Investors Club account may remain in the respe ctive U-Haul Investors Club accounts indefinitely and do not earn interest, and may include funds never committed by the member to the purchase of notes. Upon request by the member through the U-Haul Investors Club website, AMERCO will transfer, or will c ause the servicer to transfer, U-Haul Investors Club account funds to the member’s linked U.S. bank account by ACH transfer, provided such funds are not already committed to the purchase of notes. It may take up to five business days for funds to transfer from a member’s U-Haul Investors Club account to such member’s linked U.S. bank account. However, in order to ensure that sufficient funds are available in a member’s U-Haul Investors Club account, with respect to funds ACH transferred into the member’s U-Haul Investors Club account from its linked bank account, there will be a thirty (30) day hold before such funds are eligible for ACH transfer to such member’s linked bank account.
Principal and Interest; Servicing of the Notes
Each holder will have th e principal and interest due on the notes credited to such holder’s U-Haul Investors Club account. The notes are being exclusively serviced by the servicer, which means, among other things, that the servicer is responsible for performing recordkeeping and registrar services with respect to the notes, and electronically receiving and delivering all documents, statements and communications related to the offering, the notes and the U-Haul Investors Club. Each member is permitted one free ACH transfer initia tion per week (Sunday through Saturday) from such member’s U-Haul Investors Club account to such member’s linked U.S. bank account. Additional transfers may be subject to a $1.00 per transaction charge. The trustee has no duty, responsibility or liabilit y with respect to the transfer, registration or payments on the notes.
Transfer of Notes
The notes will not be listed on any securities exchange, and there is no public market for the notes. Therefore, you must be prepared to hold your notes until the m aturity date. The notes are not transferable except between members of the U-Haul Investors Club through privately negotiated transactions, as to which neither AMERCO, the servicer, the trustee, nor any of their respective affiliates will have any involve ment. In the event you sell or transfer your note, you must notify servicer, and there will be assessed to the transferor a $25.00 per transaction registrar transfer fee. Such registrar transfer fee will be automatically deducted from the note transferor’ s U-Haul Investors Club account. There can be no assurance that a holder desiring to sell its notes will be able to find a buyer in any privately negotiated transaction, or that even if such a buyer is located by a holder, that such buyer would be
willin g to pay a price equal to the outstanding principal balance due on such note.
U-Haul Investors Club Fees
There are no fees to join the U-Haul Investors Club or to maintain a membership, and there are no commissions on the purchases of notes. In addition to the $25.00 registrar transfer fee noted above, non-routine requests made in connection with your notes may lead to additional fees, subject to your prior approval. Such fees will be automatically deducted from the funds in your U-Haul Investors Club acco unt.
Electronic Communication
By participating in the offering, members of the U-Haul Investors Club agree to receive and submit all documents, statements, records and notices, and tax documents including IRS Form 1099s, electronically through the U-Haul I nvestors Club website and their U-Haul Investors Club accounts. Each member is responsible for keeping its U-Haul Investors Club account contact information up-to-date with the servicer. The n ote s are maintained in book-entry form, with AMERCO .
MATERIA L U.S. FEDERAL INCOME TAX CONSEQUENCES
The following discussion summarizes the material U.S. federal income tax consequences of the purchase, ownership and disposition of the notes.
This summary is based on the Internal Revenue Code of 1986, as amended, wh ich we refer to as the “Code ” , regulations issued under the Code, judicial authority and administrative rulings and practice, all as of the date hereof and all of which are subject to differing interpretations or change. Any such change may be applied retr oactively and may adversely affect the U.S. federal tax consequences described in this prospectus supplement. This summary addresses only tax consequences to investors that purchase the notes at initia l issuance for the “issue price ” and own the notes as “ capital assets” within the meaning of the Code and not as part of a “straddle” or a “conversion transaction” for U.S. federal income tax purposes, or as part of some other integrated investment.
This summary does not discuss all of the tax consequences tha t may be relevant to particular investors or to investors subject to special treatment under the U.S. federal income tax laws (such as insurance companies, banks, financial institutions, tax-exempt organizations, retirement plans, regulated investment comp anies, holders subject to the alternative minimum tax, partnerships or other pass-through entities (or investors in such entities), securities dealers, expatriates or United States persons whose functional currency for tax purposes is not the U.S. dollar). We have not and do not intend to seek a ruling from the Intern al Revenue Service, or the “IRS ” , with respect to any matters discussed in this section, and we cannot assure you that the IRS will not challenge one or more of the tax consequences described b elow.
If any entity treated as a partnership for U.S. federal income tax purposes holds notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A partner of a part nership holding notes should consult its tax advisers with respect to the tax treatment of holding notes through the partnership.
Persons considering the purchase of the notes should consult their tax advisers concerning the application of the U.S. federal income, estate and gift tax laws to their particular situations as well as any tax consequences of the purchase, ownership and disposition of the notes arising under the laws of any state, local, foreign or other taxing jurisdiction.
U.S. Holders
Only U.S. Holders are permitted to beneficially own the notes. For purposes of this discussion, a “U.S. Holder” means, for U.S. federal income tax purposes, a beneficial owner of a note that is:
• an individual who is a citizen or resident of the United States ;
• a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, or a partnership, limited liability company, trust, custodial account and other entities created or organized in or under the laws of the United States or any s tate or political subdivision thereof or therein (including the District of Columbia);
• an estate whose income is subject to U.S. federal income taxation regardless of its source; or
• a trust if a court within the United States is able to exercise prim ary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions, or that was a domestic trust for U.S. federal income tax purposes on August 19, 1996, and has elected to continue to be treated as a domestic trust.
Therefore, the remainder of this discussion assumes that the notes are purchased, owned and disposed of only by U.S. Holders.
Treatment of U-Haul Investors Club Membership
The U-Haul Investors Club should not be treated a s an unincorporated organization carrying on a business, financial operation, or venture and should not be classified as a partnership for U.S. federal income tax purposes. Each investor purchasing notes is required to complete a note subscription offer a nd provide a linked U.S. bank account to pay for the notes, with each investor purchasing notes making an investment decision separate from other investors’ purchases of notes.
Treatment of Interest
Stated interest on the notes will be taxable to a U.S. Ho lder as ordinary income as the interest accrues or is paid in accordance with the U.S. Holder’s method of tax accounting.
Treatment of Dispositions of Notes
Upon the sale, exchange, retirement, redemption or other taxable disposition of a note, a U.S. Hold er generally will recognize gain or loss equal to the difference between the amount received on such disposition (other than amounts attributable to accrued and unpaid interest, which will be treated as ordinary interest income if not previously included i n income) and the U.S. Holder’s tax basis in the note. A U.S. Holder’s tax basis in a note will initially be, in general, the cost of the note to the U.S. Holder. Gain or loss realized on the sale, exchange, retirement or redemption of a note generally wil l be capital gain or loss, and will be long-term capital gain or loss if, at the time of such sale, exchange, retirement or redemption the note has been held for more than one year. Certain preferential tax rates may apply to gain recognized as long-term c apital gain. A U.S. Holder’s ability to deduct capital losses is subject to limitations.
Information Reporting Requirements and Backup Withholding
When required, the servicer will report to the U.S. H olders of the notes and the IRS amounts of interest paid on or with respect to the notes and the amount of any tax withheld from such payments. Certain non-corporate U.S. H olders may be subject to backup withholding (currently at a rate of 28%) if the U.S. H older: fails to furnish its t axpayer i dentification n u mber, or TIN, in the required manner; furnishes an incorrect TIN; is subject to backup withholding because the U.S. Holder has failed to properly report payments of interest and dividends; or fails to establish an exemption from backup withholding.
Backup withholding is not an additional tax and may be refunded or credited against the U.S. H older’s U.S. federal income tax liability, provided that certain r equired information is timely furnished to the IRS.
Circular 230
TO ENSURE COMPLIANCE WITH U.S. TREASURY DEPARTMENT CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT: (A) THE FOREGOING DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IN THIS PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE, AND CANNOT BE, RELIED UPON FOR THE PURPOSE OF AVOIDING PENAL TIES THAT MAY BE IMPOSED UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”); (B) SUCH DISCUSSION IS INCLUDED HEREIN BY US IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY US OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN ; AND (C) YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
PLAN OF DISTRIBUTION
The n otes are offered in the United States only and only to U.S. Holders. See “Material U.S. Federal Income Tax C onsequences” on page S-41 of this prospectus supplement for the definition of “U.S. Holders”. The notes are offered on a continuing basis until AMERCO closes the offering, and the notes will be offered by AMERCO or its affiliates directly to the public . T here is presently anticipated to be no underwriter, broker , dealer or placement agent for the n otes , and it is presently anticipated that no commissions will b e paid to any third parties in connection with the offering.
LEGAL MATTERS
The validity of the no tes offered by this prospectus supplement will be passed upon by AMERCO.
EXPERTS
The consolidated financial statements and schedules of AMERCO and consolidated subsidiaries as of March 31, 201 2 and 20 11 and for each of the three years in the period ended M arch 31, 201 2 , and management’s assessment of the effectiveness of AMERCO’s internal control over financial reporting as of March 31, 201 2 , appearing in AMERCO’s Annual Report on Form 10-K for the year ended March 31, 201 2 , incorporated by reference in thi s Prospectus have been so incorporated in reliance on the report s of BDO USA , LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
SUBJECT TO COMPLETION, DATED ____________, 2010
Prospectus
$300,000,000
AMERCO
Debt Securities
Common Stock
Preferred Stock
By this prospectus, we may offer from time to time: debt securities; common stock; and preferred stock.
We may offer these securities with an aggregate initial public offering price of up to $300,000,000, in amounts, at initial prices and on terms determined at the time of the offering. When we offer securities, we will provide you with a prospectus supplement describing the terms of the specific issue of securities, including the price of the securities. You should read this prospectus and any prospectus supplement carefully before you decide to invest. This prospectus may not be used t o sell securities unless it is accompanied by a prospectus supplement that further describes the securities being delivered to you.
We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers , on a continuous or delayed basis.
Our common stock is listed for trading on the NASDAQ Global Select Market under the symbol “UHAL.” We have not yet determined whether any of the securities that may be offered by this prospectus will be listed on any exc hange, or included in any inter-dealer quotation system or over-the-counter market. If we decide to seek the listing or inclusion of any such securities upon issuance, the prospectus supplement relating to those securities will disclose the exchange, quota tion system or market on or in which the securities will be listed or included.
Investing in our securities involves risks. We may include specific risk factors in an applicable prospectus supplement under the heading “Risk Factors.”
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I nvesting in our securities involves certain risks. See “Risk Factors” beginning on Page 4 of this prospectus and in the applicable prospectus supplement for certain risks you should consider. You should carefully read the entire prospectus before you inv est in our securities.
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation t o the contrary is a criminal offense.
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This prospectus is dated [ ], 2010.
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If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to whom it is unlawf ul to direct these types of activities, then the offer presented in this prospectus does not extend to you.
We have not authorized anyone to give any information or make any representation about us that is different from, or in addition to, that contained in this prospectus, including in any of the materials that we have incorporated by reference into this prospectus, any accompanying prospectus supplement and any free writing prospectus prepared or authorized by us. Therefore, if anyone does give you info rmation of this sort, you should not rely on it as authorized by us. Neither the delivery of this prospectus, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date her eof or that the information incorporated by reference herein is correct as of any time subsequent to the date of such information.
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This prospectus is part of a registration statement on Form S-3 that AMERCO has filed with the Securities and Exchange Commission, or the SEC, utilizing the “shelf” registration process for the offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. Under the shelf registration process, we may, over time, sell up to $300,000,000 of any combination of securities described in this prospectus.
This prospectus provides you with a general description of the securities that AMERCO may offer hereunder. Each time AMERCO s ells a type or series of securities, it will provide a prospectus supplement that will contain specific information about the offering and the terms of the particular securities offered. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the headings “Where You Can Find More Information.”
In each prospectus supplement, we will include t he following information:
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designation or classification; |
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the aggregate principal amount or aggregate offering price of securities that we propose to sell; |
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with respect to debt securities, the maturity; |
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original issue discount, if any; |
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the rates and times of payment of interest, dividends or other payments, if any; |
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redemption, conversion, exchange, settlement or sinking fund terms, if any; |
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ranking; |
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restrictive covenants, if any; |
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voting or other rights, if any; |
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the names of any underwriters, agents or dealers to or through which the securities will be sold; |
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any compensation of those underwriters, agents or dealers; |
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information about any securities exchanges or automated quotation systems on which the securities will be listed or traded or the fact that such securities will not be listed or traded on any exchange; |
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any risk factors applicable to the securities that we propose to sell; |
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important federal income tax considerations ; and |
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any other material information about the offering and sale of the securities. |
A prospectus supplement may include a discussion of risks or other special considerations applicable to us or the offered securities. A prospectus supplement may also add, update or change information in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you must rely on the information in the prospectus suppl ement. Please carefully read both this prospectus and the applicable prospectus supplement
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together with additional information described under the heading “Where You Can Find More Information.” This prospectus may not be used to offer or sell any securit ies unless accompanied by a prospectus supplement.
The registration statement containing this prospectus, including exhibits to the registration statement, provides additional information about us and the securities offered under this prospectus. The regis tration statement can be read at the SEC website or at the SEC’s public reading room mentioned under the heading “Where You Can Find More Information.”
We have not authorized any broker-dealer, salesperson or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus and any accompanying supplement to this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this p rospectus or the accompanying prospectus supplement. This prospectus and the accompanying supplement to this prospectus do not constitute an offer to sell or the solicitation of an offer to buy securities, nor do this prospectus and the accompanying supple ment to this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation. The information contained in this prospectus and the accompan ying prospectus supplement speaks only as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations and prospects even though this prospectus and any accompanying prospectus s upplement is delivered or securities are sold on a later date.
We may sell the securities directly to or through underwriters, dealers or agents. We, and our underwriters or agents, reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities through underwriters or agents, we will include in the applicable prospectus supplement:
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Common Stock . We may issue shares of our common stock from time to time. Holders of our common stock are entitled to one vote per share for the election of directors and on all other matters that require stockholder approval. Subject to any preferential rights of any outstanding preferred stock, in the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in the assets remaining after payment of liabilities and the liquidation preferences of any outstanding preferred stock. Our common stock does not carry any redemption rights or any preemptive rights enabling a holder to subscribe for, or re ceive shares of, any class of our common stock or any other securities convertible into shares of any class of our common stock .
Preferred Stock. We may issue shares of our preferred stock from time to time, in one or more series. Under our certificate of incorporation, our board of directors has the authority, without further action by stockholders, to designate up to 50,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges, qualifications and restrictions g ranted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which may be greater than the rights of the common stoc k.
If we issue preferred stock, we will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series that we sell under this prospectus and applicable prospectus supplements in the certificate of designations relating to that series. If we issue preferred stock, we will incorporate by reference into the registration statement of which this prospectus is a part the form of any certificate of designations that describes the terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. We urge you to read the prospectus supplement
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related to any series of preferred stock we may offer, as well as the complete certificate of designations that contains the terms of the applicable series of preferred stock.
Debt Securities . We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt. The senior debt securities will rank equally with any other unsubordinated debt that we may have and may be secured or unsecured. The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all or some portion of our indebtedness. Additionally, we may issue common and/or preferred stock from time to time. Any such issuance of equity securities may cause the dilution of our existing outstanding equity securities.
If we issue debt securities, they will be issued under one or more d ocuments called indentures, which are contracts between us and a trustee for the holders of the debt securities. If we issue preferred stock, it will be issued pursuant to a certificate of designation of the rights and preferences of such securities, to th e extent and in the manner described in such document. We urge you to read the prospectus supplement related to the series of debt securities or equity securities being offered, as the case may be, as well as the complete indenture that contains the terms of the debt securities (which will include a supplemental indenture) and the complete preferred stock certificate of designation, if any. If we issue debt securities, indentures and forms of debt securities containing the terms of debt securities being offered will be incorporated by reference into the registration statement of which this prospectus is a part from reports we would subsequently file with the SEC. Similarly, if we issue preferred stock, the certificate of designation containing the terms o f such preferred stock being offered will be incorporated by reference into the registration statement of which this prospectus is a part from reports we would subsequently file with the SEC.
In this prospectus, when we use the terms “AMERCO,” the “Compa ny,” “the combined company,” “we,” “us” or “our,” we mean AMERCO and its subsidiaries.
ABOUT AMERCO
We are North America’s largest “do-it-yourself” moving and storage operator through our subsidiary U-Haul International, Inc. (“U-Haul”). U-Haul is synonymo us with “do-it-yourself” moving and storage and is a leader in supplying products and services to help people move and store their household and commercial goods. Our primary service objective is to provide a better and better product or service to more an d more people at a lower and lower cost. Unless the context otherwise requires, the term “Company,” “we,” “us,” or “our” refers to AMERCO and all of its legal subsidiaries.
We were founded in 1945 as a sole proprietorship under the name “U-Haul Trailer Re ntal Company” and have rented trailers ever since. Starting in 1959, we rented trucks on a one-way and in-town basis exclusively through independent U-Haul dealers. In 1974, we began developing our network of U-Haul managed retail centers, through which we rent our trucks and trailers, self-storage rooms and sell moving and self-storage products and services to complement our independent dealer network.
We rent our distinctive orange and white U-Haul trucks and trailers as well as offer self-storage rooms through a network of over 1,400 Company operated retail moving centers and approximately 14,900 independent U-Haul dealers. In addition, we have an independent storage facility network with over 5,100 active affiliates. We also sell U-Haul brand boxes, tap e and other moving and self-storage products and services to “do-it-yourself” moving and storage customers at all of our distribution outlets and through our eMove web site.
We believe U-Haul is the most convenient supplier of products and services addres sing the needs of North America’s “do-it-yourself” moving and storage market. Our broad geographic coverage throughout the United States and Canada and our extensive selection of U-Haul brand moving equipment rentals, self-storage rooms and related moving and storage products and services provide our customers with convenient “one-stop” shopping.
Through Republic Western Insurance Company, which we refer to as RepWest, our property and casualty insurance subsidiary, we manage the property, liability and rel ated insurance claims processing for U-Haul. Oxford Life Insurance Company, which we refer to as Oxford, is our life insurance subsidiary. Oxford sells Medicare supplement, life insurance, annuities and other related products to non U-Haul customers.
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We are a publicly traded Nevada corporation. Our common stock is listed on the NASDAQ Global Select Market under the symbol “UHAL.” Our principal executive offices are located at 1325 Airmotive Way, Suite 100 , Reno , Nevada 89502-3239 . Ou r telephone number is (775) 688-6300, and our website address is amerco.com . Information contained in or linked to our website is not a part of this prospectus.
You can get more information regarding our business by reading our most recent Annual Report o n Form 10-K and the other reports and information that we file with the SEC. See “Where You Can Find More Information.”
RISK FACTORS
Before making an investment decision, you should carefully consider the risks described under “Risk Factors” in the appli cable prospectus supplement, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives and financial circumstances. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. This prospectus and the incorporated documents also contain forward-looking statements that involve risks and uncertain ties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned elsewhere in this prospectus.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectu s contains “forward-looking statements” regarding future events and our future results of operations. We may make additional written or oral forward-looking statements from time to time in filings with the SEC or otherwise. We believe such forward-looking statements are within the meaning of the safe-harbor provisions of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act. Such statements may include, but are not limited to, projections of r evenues, earnings or loss, estimates of capital expenditures, plans for future operations, products or services, financing needs and plans; our perceptions of our legal positions and anticipated outcomes of government investigations and pending litigation against us, liquidity, goals and strategies, plans for new business, storage occupancy, growth rate assumptions, pricing, costs, and access to capital and leasing markets as well as assumptions relating to the foregoing. The words “believe,” “expect,” “ant icipate,” “estimate,” “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made.
Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be pred icted or quantified. Factors that could significantly affect results include, without limitation, the risk factors enumerated at the end of this section, as well as the following: the Company’s ability to operate pursuant to the terms of its credit facilit ies; the Company’s ability to maintain contracts that are critical to its operations; the costs and availability of financing; the Company’s ability to execute its business plan; the Company’s ability to attract, motivate and retain key employees; general economic conditions; fluctuations in our costs to maintain and update our fleet and facilities; our ability to refinance our debt; changes in government regulations, particularly environmental regulations; our credit ratings; the availability of credit; ch anges in demand for our products; changes in the general domestic economy; the degree and nature of our competition; the resolution of pending litigation against the Company; changes in accounting standards and other factors described in this report or the other documents we file with the SEC. The above factors, the following disclosures, as well as other statements in this report and in the Notes to Consolidated Financial Statements, could contribute to or cause such risks or uncertainties, or could cause our stock price to fluctuate dramatically. Consequently, the forward-looking statements should not be regarded as representations or warranties by the Company that such matters will be realized. The Company assumes no obligation to update or revise any of the forward-looking statements, whether in response to new information, unforeseen events, changed circumstances or otherwise.
Additional factors or events that could affect our future results are described from time to time in our SEC reports. See in pa rticular the “Risk Factors” section of this prospectus. Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information.
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You should carefully consider the trends, risks and uncertainties described in the “Risk Factors” section of this prospectus and other information in this prospectus and reports filed with the SEC before making any investment decision with respect to the notes. If any of the trends, risks or uncer tainties set forth in the “Risk Factors” section of this prospectus actually occurs or continues, our business, financial condition or operating results could be materially adversely affected. All forward-looking statements attributable to us or persons ac ting on our behalf are expressly qualified in their entirety by this cautionary statement.
DESCRIPTION OF SECURITIES
We may offer shares of our common stock and preferred stock and various series of debt securities with a total value of up to $300,000,000 from time to time under this prospectus at prices and on terms to be determined by market conditions at the time of offering. Each time we offer a type or series of securities, we will provide a prospectus supplement that will describe the specific amount s, prices and other important terms of such securities. The debt securities will be unsecured or secured by certain assets owned by us or certain of our subsidiaries or third parties.
A prospectus supplement will describe the specific types, amounts, pric es and detailed terms of any of these securities.
USE OF PROCEEDS
We will retain broad discretion over the use of the net proceeds from the sale of our securities offered hereby. Except as described in any prospectus supplement, we currently anticipate us ing the net proceeds from the sale of our securities offered hereby primarily for general corporate purposes.
Pending the use of the net proceeds, we may invest the net proceeds in short-term marketable securities.
RATIOS OF EARNINGS TO FIXED CHARGES
Set forth below is our ratio of earnings to fixed charges for the three months ended June 3 0 , 2010 and 2009 and for each year in the five year period ended March 31, 2010. Earnings consist of earnings before interest expense and lease expense. Fixed charges consist of interest expense and an estimate of the portion of lease expense related to the interest component.
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Quarter Ended June 30, |
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Year Ended March 31, |
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2010 |
2009 |
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2010 |
2009 |
2008 |
2007 (a) |
2006 (a) |
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Ratio of earnings to fixed charges |
4.1x |
2.0x |
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1.7x |
1.1x |
1.7x |
2.1x |
2.8x |
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Ratio of earnings to combined fixed charges and preferred dividends |
3.6x |
1.7x |
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1.5x |
1.0x |
1.5x |
1.8x |
2.4x |
(a) does not include fees and amortization on early extinguishment of debt
PLAN OF DISTRIBUTION
We may sell the securities covered by this prospectus from time to time in one or more offerings. Registration of the securities covered by this prospectus does not mean, however, that those securities will necessarily be offered or sold.
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We may sell the securities separately or together:
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through one or more underwriters or dealers in a public offering and sale by them ; |
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through agents; or |
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directly to investors . |
We will set forth the terms of the offering of any securities being offered in the applicable prospectus supplement.
If we utilize underwriters in an offering of securities using this prospectus, we will execute an underwriting agreement with those underwriters. The underwriting agreement will provide tha t the obligations of the underwriters with respect to a sale of the offered securities are subject to certain conditions precedent and that the underwriters will be obligated to purchase all the offered securities if any are purchased. Underwriters may se ll those securities to or through dealers. The underwriters may change any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers from time to time. If we utilize underwriters in an offering of securities u sing this prospectus, the applicable prospectus supplement will contain a statement regarding the intention, if any, of the underwriters to make a market in the offered securities.
If we utilize a dealer in an offering of securities using this prospectus, we will sell the offered securities to the dealer, as principal. The dealer may then resell those securities to the public at a fixed price or at varying prices to be determined by the dealer at the time of resale.
We may also use this prospectus to offe r and sell securities through agents designated by us from time to time. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a reasonable efforts basis for the period of its appointment.
We may offer to sell securities eit her at a fixed price or at prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. We may also use this prospectus to directly solicit offers to purchase securitie s. Except as set forth in the applicable prospectus supplement, none of our directors, officers, or employees nor those of our subsidiaries will solicit or receive a commission in connection with those direct sales. Those persons may respond to inquiries by potential purchasers and perform ministerial and clerical work in connection with direct sales.
We may authorize underwriters, dealers and agents to solicit offers by certain institutions to purchase securities pursuant to delayed delivery contracts pr oviding for payment and delivery on a future date specified in the prospectus supplement. Institutions with which delayed delivery contracts may be made include commercial and savings banks, insurance companies, educational and charitable institutions and other institutions that we may approve. The obligations of any purchaser under any delayed delivery contract will not be subject to any conditions except that any related sale of offered securities to underwriters shall have occurred and the purchase by an institution of the securities covered by its delayed delivery contract shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which that institution is subject.
Underwriters, dealers or agents particip ating in a distribution of securities by use of this prospectus and an applicable prospectus supplement may be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them on resale of the offered securities , whether received from us or from purchasers of offered securities for whom they act as agent, may be deemed to be underwriting discounts and commissions under the Securities Act.
Under agreements that we may enter into, underwriters, dealers or agents wh o participate in the distribution of securities by use of this prospectus and an applicable prospectus supplement may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments that those underwriters, dealers or agents may be required to make.
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Underwriters, dealers, agents or their affiliates may be customers of, engage in transactions with, or perform services for, us and our subsidiaries in the ordinary course of business, for which they have received or will receive customary compensation.
SEC REVIEW
In the course of the review by the SEC of this registration statement, we may be required to make changes to the description of our business, other information and data and the presentation of financial information included in this prospectus. Comments by the SEC on our financial data or other information in the registration statement may require modification or reformulation of t he information we present in this prospectus.
L EGAL MATTERS
Certain legal matters will be passed upon for us by DLA Piper LLP (US). If counsel for any underwriter, dealer or agent passes on legal matters in connection with an offering made by this prospec tus, we will name that counsel in the prospectus supplement relating to the offering.
EXPERTS
The consolidated financial statements and schedules of AMERCO and consolidated subsidiaries as of March 31, 2010 and 2009 and for each of the three years in the p eriod ended March 31, 2010, and the effectiveness of AMERCO’s internal control over financial reporting as of March 31, 2010, appearing in AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2010, incorporated by reference in this Form S-3 hav e been so incorporated in reliance on the report of BDO Seidman, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
INCORPORATION OF CERTAIN IN FORMATION BY REFERENCE
We file reports and other information with the SEC under the Exchange Act. You may read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E. , Washington , D.C. 20549 . Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings also are available on the SEC’s website at sec.gov .
We have filed with the SEC a registration statement on Form S-3 to regis ter the securities offered hereby. This prospectus is a part of that registration statement. As allowed by SEC rules, this prospectus does not contain all of the information that is in the registration statement and the exhibits to the registration state ment. For further information about AMERCO, investors should refer to the registration statement and its exhibits. The registration statement is available at the SEC’s public reference room or website as described above.
We “incorporate by reference” in formation into this prospectus, which means that we are disclosing important information to you by referring you to other documents filed separately with the SEC. These documents contain important information about AMERCO and are an important part of this prospectus. We incorporate by reference in this prospectus the documents listed below:
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our A nnual R eport on Form 10-K for the fiscal year ended March 31, 2010; |
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our Q uarterly R eport on Form 10-Q for the fiscal quarter ended June 30, 2010; |
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those portions of our definitive proxy statement on Schedule 14A dated July 16, 2010, incorporated by reference in our A nnual R eport on Form 10-K for the year ended March 31, 2010; |
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our C urrent R eports on Form 8-K filed on August 27 , 2010 and September 10, 2010; |
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the description of AMERCO’s common stock set forth in our registration statements filed pursuant to Section 12 of the Exchange Act, and any amendment or report filed for the purpose of updating those descriptions; and |
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all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this prospectus and the termination of any offering made under this prospectus and the prospectus supplement or supplements that will accompany any offering of securities hereunder . |
Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished, but not filed, with the SEC.
Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in the applicable prospectus supplement o r in any other subsequently filed document that also is or is deemed to be incorporated by reference into this prospectus, modifies or supersedes that statement. Any statement that is so modified or superseded will not constitute a part of this prospectus , except as modified or superseded.
You may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at the address provided above. You also may request a copy of any document incorporated by referenc e in this prospectus (excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference in this document), at no cost. Requests should be directed to Laurence De Respino, General Counsel, AMERCO, c/o U-Haul Internatio nal, Inc., 2727 N. Central Avenue, Phoenix, AZ 85004, telephone, (602) 263-6977.
We own the registered trademarks or service marks “U-Haul(R),” “AMERCO(R),” “In-Town(R),” “eMove(R),” “Web C.A.R.D.(R),” “Safemove(R),” “WebSelfStorage(TM),” “webselfstorage. com(SM),” “uhaul.com(SM), “Lowest Decks(SM),” “Gentle Ride Suspension (SM),” “Mom’s Attic (SM)” “U-Box (™),” “Moving Help™” and “Safestor(R)” for use in connection with the moving and storage business. This prospectus also includes product names and other tradenames and service marks of AMERCO and its subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the 1934 Act and in accordance therewith file reports, proxy statements and other information with the Secu rities and Exchange Commission. Our filings are available to the public over the Internet at the Securities and Exchange Commission’s website at sec.gov , as well as at our website at amerco.com . You may also read and copy, at prescribed rates, any docume nt we file with the Securities and Exchange Commission at the Public Reference Room of the Securities and Exchange Commission located at 100 F Street, N.E. , Washington , D.C. 20549 . Please call the Securities and Exchange Commission at (800) SEC-0330 for f urther information on the Securities and Exchange Commission’s Public Reference Rooms.