U-Haul Holding Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On August 21, 2024, U-Haul Holding Company, a Nevada corporation (the “Company”), entered into a Note Purchase Agreement with the purchasers named therein (the “Purchase Agreement”) in connection with the private placement of the Company’s senior unsecured notes (the “Notes”). Under the Purchase Agreement, the Company sold an aggregate of $500 million of its Notes, consisting of (a) $100 million aggregate principal amount of its 5.86% Senior Notes, Series A due August 21, 2032, (b) $100 million aggregate principal amount of its 5.91% Senior Notes, Series B due August 21, 2033, (c) $100 million aggregate principal amount of its 5.95% Senior Notes, Series C due August 21, 2034 and, (d) $200 million aggregate principal amount of its 6.00% Senior Notes, Series D due August 21, 2035. The issue price for the Notes was 100% of the aggregate principal amount thereof.
The Notes bear interest on the outstanding principal balance at the stated rates per annum from the date of issuance, payable semiannually on February 21 and August 21 of each year, commencing with the February 21, 2025 until such principal becomes due and payable. The Notes are senior unsecured obligations of the Company and rank at least pari passu in right of payment with all other unsecured senior indebtedness of the Company.
Pursuant to the terms of the Purchase Agreement, the Company may, at its option, upon notice to each holder of the Notes, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make‑Whole Amount (as defined in the Purchase Agreement) determined for the prepayment date with respect to such principal amount, as set forth in the Purchase Agreement.
The obligations of the Company under the Notes will be guaranteed by each of the Company’s subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co‑borrower or otherwise, for or in respect of any indebtedness under any Material Credit Facility (as defined in the Purchase Agreement).
The Purchase Agreement contains customary covenants, including, among others, limitations on the Company’s ability to consolidate, merge, or transfer all or substantially all of its assets, transact with affiliates, and create or incur liens on assets. The Purchase Agreement also includes the following financial covenants, subject to certain qualifications, (i) a minimum fixed charge coverage ratio, (ii) a minimum unencumbered property value ratio, and (iii) a maximum subsidiary unencumbered leverage ratio.
The Purchase Agreement contains customary events of default, including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, Employee Retirement Income Security Act 1974 (ERISA) events, and failure of a guaranty agreement. If an event of default occurs, the holders of notes will be entitled to take various actions, including the acceleration of amounts due under the Purchase Agreement and the Notes.
The foregoing description of the Purchase Agreement and the Notes is qualified in its entirety by reference to the full text of the Purchase Agreement (which attaches the forms of the Notes), a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by this reference.
The Company intends to use the net proceeds from the issuance of the Notes for general corporate purposes. The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 22, 2024, the Company issued a press release announcing the above-described private placement of the Company’s Notes. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits.
Exhibit No. |
Description |
Note Purchase Agreement, dated August 21, 2024, among U-Haul Holding Company and the purchasers named therein.
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Form of U-Haul Holding Company 5.86% Senior Note, Series A due August 21, 2032 (included as a part of Exhibit 10.1) |
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Form of U-Haul Holding Company 5.91% Senior Note, Series B due August 21, 2033 (included as a part of Exhibit 10.1)
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Form of U-Haul Holding Company 5.95% Senior Note, Series C due August 21, 2034 (included as a part of Exhibit 10.1)
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Form of U-Haul Holding Company 6.00% Senior Note, Series D due August 21, 2035 (included as a part of Exhibit 10.1)
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Press release dated August 22, 2024 issued by the Company |
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Cover Page Interactive Data File (embedded within the Inline XBRL documents) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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U-Haul Holding Company |
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Date: |
August 22, 2024 |
By: |
Jason A. Berg |
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