Filed Pursuant to Rule 424(b)(5)

Registration Statement No. 333-193427

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered

Amount to be Registered

Proposed Maximum Offering Price Per Security

Proposed Maximum Aggregate Offering Price

Amount of Registration Fee (1)(2)

Fixed Rate Secured Notes Series UIC-1D

$1,900,000

100%

$1,900,000

$0

Fixed Rate Secured Notes Series UIC-2D

$600,000

100%

$600,000

$0

Fixed Rate Secured Notes Series UIC-3D

$1,250,000

100%

$1,250,000

$0

Fixed Rate Secured Notes Series UIC-4D

$9,177,000

100%

$9,177,000

$0

Fixed Rate Secured Notes Series UIC-5D

$1,100,000

100%

$1,100,000

$0

Fixed Rate Secured Notes Series UIC-6D

$640,000

100%

$640,000

$0

Fixed Rate Secured Notes Series UIC-7D

$380,000

100%

$380,000

$0

Fixed Rate Secured Notes Series UIC- 8D

$ 2 , 700 ,000

100%

$ 2 , 700 ,000

$0

Total

$1 7 , 747 , 0 00

 

$1 7 , 747 , 0 00

 

 

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the “Securities Act”).

 

(2) Pursuant to Rule 415(a)(6) under the Securities Act, the registrant carried forward $248,068,500 of unsold securities that had been previously registered on its registration statement on Form S-3 (file no. 333-169832), and $17,687 in associated filing fees previously paid by the registrant in connection therewith, to its registration statement on Form S-3 (file no. 333-193427 ), and used $ 28 , 596 , 0 00 of such unsold securities and $ 3 ,6 83 of such previously paid filing fees in connection with offerings of securities under registration statement on Form S-3 (file no. 333-193427) prior to the date hereof.  Therefore, pursuant to Rule 415(a)(6), no additional fee is paid hereby with respect to the securities offered hereunder.  After giving effect to this offe ring, $2 01 , 725 ,500 of unsold securities and $1 1 , 718 of associated filing fees previously paid by the registrant remain available under the registration statement on Form S-3 (file no. 333-193427 ) before any filing fee is required to be paid.

 


Prospectus S upplement to Prospectus dated January 17, 2014

 

Up to $17,747,000

 

AMERCO LOGO

 

 

Fixed Rate Secured Notes Series UIC-1D, 2D, 3D, 4D, 5D, 6D, 7D and 8D

___________

 

AMERCO is offering up to $17,747,000 aggregate principal amount of its Fixed Rate Secured Notes Series UIC-1D, 2D, 3D, 4D, 5D, 6D, 7D and 8D (the “notes”).  The notes will be issued over a period of time and from time to time, in up to eight separate series, with each series having one or more separate sub-series, bearing a unique interest rate and t erm as provided herein.  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.  Principal and interest on th e notes will be credited to each holder’s U-Haul Investors Club™ account in arrears every three months, beginning three months from the issue date of the first subseries of notes issued to any investor under such respective series and shall be based on the actual number of days the holder is invested in such notes during such quarter; provided, however , principal and interest payments with respect to notes issued under Series UIC-5D will be credited to such holder’s U-Haul Investors Club™ account in arrears every three months, beginning three months from the issue date, until the maturity date.

 

In all cases subject to collateral substitutions as provided herein, the notes issued under Series UIC-1D will be secured by a first-priority lien on the real proper ty and improvements thereon known as U-Haul at Lakeside, located in Lakeside, Arizona (the “Lakeside Property”); the notes issued under Series UIC-2D will be secured by a first-priority lien on the real property and improvements thereon known as Boston Tra iler Manufacturing, located in Walpole, Massachusetts (the “Walpole Property”); the notes issued under Series UIC-3D will be secured by a first-priority lien on the real property and improvements thereon known as Novi Manufacturing, located in Novi, Michig an (the “Novi Property”); the notes issued under Series UIC-4D will be secured by a first-priority lien on the real property and improvements thereon, including after-acquired improvements, known as U-Haul Wake Forest, located in Wake Forest, North Carolin a (the “Wake Forest Property”); the notes issued under Series UIC-5D will be secured by a first-priority lien on a pool of 11,000 new U-Haul appliance dollies manufactured in fiscal year 2014  (the “Appliance Dollies”); the notes issued under Series UIC-6D will be secured by a first priority lien on a pool of 12,200 new U-Haul utility dollies manufactured in fiscal year 2014 (the “Utility Dollies”); the notes issued under Series UIC-7D will be secured by a first priority lien on a pool of 9,100 new U-Haul f urniture dollies manufactured in fiscal year 2014 (the “Furniture Dollies”); and the notes issued under Series UIC-8D will be secured by a first priority lien on a pool of 1,013,000 new U-Haul furniture pads manufactured in fiscal year 2014  (the “Furnitur e Pads”).

 

Once an initial investment has been made with us under Series UIC-1D, we will pledge and mortgage to the trustee, for the benefit of the noteholders, the Lakeside Property.  Once an initial investment has been made with us under Series UIC-2D, we will pled ge and mortgage to the trustee, for the benefit of the noteholders, the Walpole Property.  Once an initial investment has been made with us under Series UIC-3D, we will pledge and mortgage to the trustee, for the benefit of the noteholders, the Novi Proper ty; and once an initial investment has been made with us under Series UIC-4D, we will pledge and mortgage to the trustee, for the benefit of the noteholders, the Wake Forest Property, including any subsequent improvements thereon.    Once an initial invest ment has been made with us under Series UIC-5D, we will pledge to the trustee, for the benefit of the noteholders, the Appliance Dollies.  Once an initial investment has been made with us under Series UIC-6D, we will pledge to the trustee, for the benefit of the noteholders, the Utility Dollies.  Once an initial investment has been made with us under Series UIC-7D, we will pledge to the trustee, for the benefit of the noteholders, the Furniture Dollies.  Once an initial


investment has been made with us un der Series UIC-8D, we will pledge to the trustee, for the benefit of the noteholders, the Furniture Pads. 

 

With respect to each series of the notes, the term and interest rate are as follows:

 

- Series UIC-1D shall have a term of 25 years and shall bear interest at 7.5% per annum

- Series UIC-2D shall have a term of 20 years and shall bear interest at 7.2% per annum

- Series UIC-3D shall have a term of 15 years and shall bear interest at 6.9% per annum

- Series UIC-4D shall have a term of 30 years and sha ll bear interest at 8.0% per annum

- Series UIC-5D shall have a term of 3 years and shall bear interest at 3.75% per annum

- Series UIC-6D shall have a term of 2 years and shall bear interest at 3.0% per annum

- Series UIC-7D shall have a term of 3 years a nd shall bear interest at 3.75% per annum

- Series UIC-8D shall have a term of 2 years and shall bear interest at 3.0% per annum

 

Notes issued under Series UIC-1D shall be limited in aggregate principal amount to $1,900,000.  Notes issued under Series UIC- 2D shall be limited in aggregate principal amount to $600,000.  Notes issued under Series UIC-3D shall be limited in aggregate principal amount to $1,250,000.  Notes issued under Series UIC-4D shall be limited in aggregate principal amount to $9,177,000; p rovided, however, that such notes shall be limited to $4,500,000 in aggregate principal amount until such time as construction of the Wake Forest Property shall be complete.   Notes issued under Series UIC-5D shall be limited in aggregate principal amount to $1,100,000.  Notes issued under Series UIC-6D shall be limited in aggregate principal amount to $640,000.  Notes issued under Series UIC-7D shall be limited in aggregate principal amount to $380,000.  Notes issued under Series UIC-8D shall be limited in aggregate principal amount to $2,700,000. 

 

No underwriter or other third-party has been engaged to facilitate the sale of the notes in this offering.

___________

 

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 these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus.  Any repre sentation to the contrary is a criminal offense.

 

___________

 

 

Per Note

Total

Offering Price

100%

$ 17,747 ,000

Proceeds to AMERCO (before expenses)

100%

$ 17,747 ,000

___________

 

The notes are being issued in uncertificated book-entry form only, and will not be listed on any

securities exchange.

___________

 

 

Prospectus Supplement dated April 22, 2014 .



 

 

Prospectus Supplement

Page  

 

 

About T his Prospectus Supplement

S-i

Where You Can Find More Information

S-i

Note Regarding Forward-Looking Statements

S-ii

Prospectus Supplement Summary

S-1

Summary Selected Consolidated Financial Information

S- 7

Risk Factors

S-9

Use of Proceeds

S- 19

Ratio of Earnings to Fixed Charges

S- 19

Description of Notes

S- 19

U-Haul Investors Club

S- 39

Material U. S. Federal Income Tax Consequences

S- 42

Plan of Distribution

S- 44

Legal Matters

S- 44

Experts

S- 44

 

 

Prospectus

 

About This Prospectus

1

About AMERCO

3

Risk Factors

4

Note Regarding Forward-Looking Statements

4

Description of Securities

5

Use of Proceeds

5

Ratio of Earnings to Fixed Charges

5

Plan of Distribution

6

Legal Matters

7

Experts

7

Incorporation of Certain Information by Reference

7

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 January 17 , 201 4 , 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 conta ined or incorporated 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 infor mation 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 lawful 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 AMERCO’s website , amerco.com . You may al so 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 the 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 disclose 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 contained in documents that have been incorporated by reference by making future filings with the SEC, the info rmation incorporated by reference in this prospectus supplement is considered to be automatically updated and superseded. In other words, in case of a conflict or inconsistency between information contained in this prospectus supplement and information inc orporated by reference into this prospectus supplement, you should rely on the information contained in the document that was filed later.

 

We incorporate by reference in this prospectus supplement the documents listed below:

 

         our Annual Report on Form 10 -K for the fiscal year ended March 31, 2013;

 

         those portions of our definitive proxy statement on Schedule 14A dated July 17, 2013, incorporated by reference in our Annual Report on Form 10-K for the year ended March 31, 2013;

 

         our Quarterly Reports on For m 10-Q for the fiscal quarters ended June 30, 2013, September 30, 2013 and December 31, 201 3 ; and

 

         our current reports on Form 8-K filed on May 30, 2013, Septe mber 3, 2013, September 5, 2013, October 4, 2013, November 26, 2013, December 6, 2013, January 21 , 2014 and April 15, 2014.

 


         All documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this offering is completed.

 

Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by r eference information furnished, but not filed, with the SEC.

 

Other than any documents expressly incorporated by reference, the information on our 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 documen ts, 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- 678 8.

 

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 (SM) ”, “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 affiliates

 

 

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 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 of 1933, as amended (the “Securities Act”) , and Section 21E of the Exchange 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 s ervices, 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 assu mptions, pricing, costs, and access to capital and leasing markets as well 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 statements 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 r isks enumerated in the “Risk Factors” section beginning on page S-9 of this 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 o perations; the costs and availability of financing; our ability to execute 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, particularly 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 ; changes 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 prospectu s supplement or in the incorporated documents , could contribute to or cause such risks or uncertainties, or could cause our performance to fluctuate dramatically. Consequently, forward-looking statements should not be regarded as representations or warran ties 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 cir cumstances or otherwise.

 

You should carefully consider the trends, risks 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 any 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 expressly qua lified in their entirety by this cautionary statement.

 



PROSPECTUS SUPPLEMENT SUMMARY

 

This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus 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 information incorporated by re ference 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 appropriate 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 Company (“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 “AMERCO” mean AMER CO 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 of moving renta l equipment, convenient self-storage rental facilities and related moving and self-storage products and services.  We are able to expand our distribution and improve customer service by increasing the amount of moving equipment and storage rooms and portab le storage boxes 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 provide rs and independent self-storage facilities.

 

As of March 31, 2013, the U-Haul system included approximately 1,490 owned and managed retail moving centers and approximately 16,400 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 a nd 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- storage 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™ an d 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 SafeMov e Plus product. This package provides the rental customer with a layer of primary liability protection. T he current provider of SafeMove™ and SafeMove Plus coverage is Repwest

 

We believe that U-Haul is the most convenient supplier of products and services 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 extensiv e selection of U-Haul brand moving equipment rentals, self-storage rooms and portable storage boxes and related moving and storage products and services provide U-Haul customers with convenient “one-stop” shopping. As of March 31, 201 3 , the U-Haul rental f leet consisted of approximately 112,000 trucks and vans, 90,000 trailers and 34,000 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, Reno, Nevada 89502-3239. Its website address is amerco.com .

 

You can get more information regarding our business by reading our A nnual R eport o n Form 10-K for the fiscal year ended March 31, 2013 and the other reports and 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 Investor s Club, see “ Description of the Notes ” beginning on page S-19 of this prospectus supplement and “U-Haul Investors Club” beginning on page S-39 of this prospectus supplement.

 

Issuer

AMERCO.

 

 

Notes Offered; Notes Issued in Sub-Series

Up to $17,747,000 ag gregate principal amount of Fixed Rate Secured Notes Series UIC-1D, 2D, 3D, 4D, 5D, 6D, 7D and 8D (the “notes”).  The notes will be issued from time to time in up to eight separate series, with each series having one or more separate sub-series bearing a unique interest rate and term as provided herein.  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. 

 

Notes issued under Series UIC-1D shall be limited in aggregate principal amount to $1,900,000.  Notes issued under Series UIC-2D shall be limited in aggregate principal amount to $600,000.  Notes issued under Series UIC-3D shall be limited in aggregate pri ncipal amount to $1,250,000.  Notes issued under Series UIC-4D shall be limited in aggregate principal amount to $9,177,000; provided, however , that such notes shall be limited to $4,500,000 in aggregate principal amount until such time as construction of the Wake Forest Property shall be complete.   Notes issued under Series UIC-5D shall be limited in aggregate principal amount to $1,100,000.  Notes issued under Series UIC-6D shall be limited in aggregate principal amount to $640,000.  Notes issued under S eries UIC-7D shall be limited in aggregate principal amount to $380,000.  Notes issued under Series UIC-8D shall be limited in aggregate principal amount to $2,700,000. 

 

 

 

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 $100 for such sub-series, or at such other time as AMERCO determin es in its sole discretion.  Interest on issued notes shall commence to accrue on the issue date.

 

 

 



Sub-Series Interest Rate and term

The respective series and sub-series of notes hereunder shall bear the following interest rate and term:  

 

- All notes issued under Series UIC-1D shall have a term of 25 years and shall bear interest at 7.5% per annum

- All notes issued under Series UIC-2D shall have a term of 20 years and shall bear interest at 7.2% per annum

- All notes issued under Series UIC-3D shall have a term of 15 years and shall bear interest at 6.9% per annum

- All notes issued under Series UIC-4D shall have a term of 30 years and shall bear interest at 8.0% per annum

- All notes issued under Series UIC-5D shall have a term of 3 years and s hall bear interest at 3.75% per annum

- All notes issued under Series UIC-6D shall have a term of 2 years and shall bear interest at 3.0% per annum

- All notes issued under Series UIC-7D shall have a term of 3 years and shall bear interest at 3.75% per ann um

- All notes issued under Series UIC-8D shall have a term of 2 years and shall bear interest at 3.0% per annum

 

 

 

Minimum Investment

$100.

 

 

Principal and Interest Payment Date;  Credited to Holders’ U-Haul Investors Club Account

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 every three months, beginning three months from the issue date of the first subseries of notes issued to any in vestor under such respective series and shall be based on the actual number of days the holder is invested in such notes during such quarter; provided, however , principal and interest payments with respect to notes issued under Series UIC-5D will be credited to such holder’s U-Haul Investors Club™ account in arrears every three months, beginning three months from the issue date, until the maturity date.  Princip al 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.

 

 

Record Date

The record date is the first day of the month preceding the related due date for the crediting of pr incipal and interest on the notes.

 



 

 

Initial Collateral

Subject to our right to substitute collateral as provided herein, 

 

The notes issued under Series UIC-1D will be secured by a first-priority lien on the Lakeside Property;

 

The notes issued under Series UIC-2D will be secured by a first-priority lien on the Walpole Property;

 

The notes issued under Series UIC-3D will be secured by a first-priority lien on the Novi Property;

 

The notes issued under Series UIC-4D will be secured by a first-priority lien on the Wake Forest Property, including after-acquired improvements thereon;

 

The notes issued under Series UIC-5D will be secured by a first-priority lien on Appliance Dollies;

 

The notes issued under Series UIC-6D will be secured by a first priority lien on the Utility Dollies;

 

The notes issued under Series UIC-7D will be secured by a first priority lien on the Furniture Dollies; and

 

The notes issued under Series UIC-8D will be secured by a first priority lien on the F urniture Pads.

 

T he Collateral is owned by various subsidiaries of AMERCO.  The Initial Collateral is utilized in the operations of the U-Haul S ystem, 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. 

 

 

Limitation of Amount

Financed

With respect to the following series of notes, the aggregate principal amount of indebtedness shall not exceed the respective amounts set forth below:

 

Notes secured by the following         Shall not exceed the following amount,

Property:                                          in aggregate principal amount:

 

Lakeside Property                             $1,900,000

Walpole Property                              $600,000

Novi Property                                   $1,250,000

Wake Forrest Property                      $9,177,000*

Appliance Dollies                              $1,100, 000

Utility Dollies                                    $640,000

Furniture Dollies                                $380,000

Furniture Pads                                   $2,700,000

 

*The notes on the Wake Forest Property shall not exceed $4,500,000 in ag gregate principal amount until such time as construction of the Wake Forest Property shall be complete.   Following completion of such construction, notes may be issued on the Wake Forrest Property up to an aggregate principal amount of $9,177,000. 

 



Substitution of Collateral

AMERCO has the right, in its sole discretion, to substitute or to cause any third party or affiliate to voluntarily substitute any assets (the “Replacement Collateral”) for all or part of the Collateral that from time to time sec ures the notes or any sub-series thereof, 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 “Released Collateral”).  In connection with any substitution of Collateral, the value of the Replacement Collateral and the Released Collateral is 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 Collateral substitutions.

 

The value of the Collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the Collateral. Notwithstanding the foregoing, Collateral which is the subject of attrition, including casualty , theft (to the extent the Collateral includes equipment) and condemnation or threatened condemnation (to the extent the Collateral includes real pr operty), may be released from the lien and will not be substituted.

 

 

 

Ranking

The notes are secured in the Collateral and will rank equally among themselves.    

 

 

No Subsidiary Guarantees

The notes are not guaranteed by any subsidiary of AMERCO, and therefore will be effectively structurally subordinated to all of the existing and future claims of creditors of each of AMERCO’s subsidiaries, including U-Haul.

 

 

Covenants

The notes are being issued under a base indenture (“base indenture”) between AMERCO and U.S. Bank National Association, as trustee (the “trustee”), an indenture supplement (“indenture supplement”) between AMERCO and the trustee, and a pledge and security agreement (“security agreement”, and together with the base indenture, the in denture supplement, and 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, the “financing documents”) among AMERCO, the trustee a nd Owner. The financing documents contain certain covenants for the benefit of the holders.  These covenants consist of:

 

         maintenance of a first-priority lien on the Collateral; and

 

         prohibition of additional liens on the Collateral.

 

 

Optional Redemption

Under the terms of the financing documents, the notes or any sub-series thereof may be redeemed by AMERCO in its sole discretion at any time, in whole or in part on a pro rata basis, without penalty, premium or fee, at a price equal to 100% of t he principal amount then outstanding, plus accrued and unpaid interest, if any, through the date of redemption. 

 

 

Use of Proceeds

AMERCO intends to use the net proceeds from this offering to reimburse its subsidiaries and affiliates for the cost of pro duction of the Collateral and for other general corporate purposes.

 

 

Listing

The notes will not be listed on any national securities exchange.

 

 

Rating

The notes will not be rated by any statistical rating organization.



 

 

U-Haul Investors Club

Through this offering, AMERCO is extending to investors the opportunity to subscribe to purchase notes.   In order to subscribe to purchase notes, prospective investors must become a member of the U-Haul Investors Club and comply with the instructions avail able on our website at uhaulinvestorsclub.com .  Among other things, this will require the  prospective investor to:

 

         complete a membership application;

 

         complete a note subscription offer;

 

         set up a U-Haul Investors Club online account through which investors will be able to transfer funds from their linked U.S. bank account to pay for the notes ; and

 

         receive and deliver in electronic format any and all documents, statements and communications related to the offering, the notes and the U-Haul Investor s Club.

 

AMERCO reserves the right to reject, in whole or in part, in its sole discretion, any subscription to purchase notes.  Before AMERCO closes the offering, investors may withdraw their subscription to purchase notes.

 

AMERCO intends to offer addit ional securities through the U-Haul Investors Club simultaneously with this offering and in the future.

 

 

Form of Notes

The notes are being issued in uncertificated book-entry form only, through the U-Haul Investors Club website.

 

 

Transferability

The notes are not transferable except between members of the U-Haul Investors Club through privately negotiated transactions relating exclusively to non-qualified accounts.   The notes will not be listed on any securities exchange, and there is no anticipated p ublic market for the notes.  Therefore, investors must be prepared to hold their notes until the maturity date. 

 

 

 

Servicer

The notes will be serviced exclusively by U-Haul International, Inc., a subsidiary of AMERCO, or its designee. 

 

 

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, 2013, 2012, 2011, 2010 and 2009 and for the nine-months ended December 31, 2013 and 2012. 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, 2013 and our Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2013, September 30, 2013 and December 31, 2013, which are incorporated by reference herein.

 

 

 

Years Ended March 31,

 

 

2013

 

2012

 

2011

 

2010

 

2009

 

 

(In thousands, except share and per share data)

Summary of Operations:

 

 

 

 

 

 

 

 

 

 

Self-moving equipment rentals

$

1,767,520

$

1,678,256

$

1,547,015

$

1,419,726

$

1,423,022

Self-storage revenues

 

152,660

 

134,376

 

  120,698

 

110,369

 

110,548

Self-moving and self-storage products and service sales

 

221,117

 

213,854

 

205,570

 

  198,785

 

  199,394

Property management fees

 

24,378

 

23,266

 

  22,132

 

  21,632

 

  23,192

Life insurance premiums

 

178,115

 

277,562

 

206,992

 

  134,345

 

  109,572

Property and casualty insurance premiums

 

34,342

 

32,631

 

30,704

 

27,625

 

28,337

Net investment and interest income

 

82,903

 

73,552

 

  62,745

 

60,989

 

  69,845

Other revenue

 

97,552

 

78,530

 

55,503

 

39,534

 

  40,180

Total revenues

 

2,558,587

 

2,512,027

 

2,251,359

 

2,013,005

 

2,004,090

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

1,170,568

 

1,093,190

 

  1,026,577

 

1,022,061

 

  1,057,880

Commission expenses

 

228,124

 

212,190

 

190,981

 

169,104

 

171,303

Cost of sales

 

107,216

 

116,542

 

  106,024

 

  104,049

 

114,387

Benefits and losses

 

180,676

 

320,191

 

  200,513

 

132,105

 

  109,441

Amortization of deferred policy acquisition costs

 

17,376

 

13,791

 

9,494

 

7,569

 

  12,394

Lease expense

 

117,448

 

131,215

 

  150,809

 

156,951

 

  152,424

Depreciation, net of (gains) losses on disposals (b)

 

237,996

 

208,901

 

  189,266

 

227,629

 

  265,213

Total costs and expenses

 

2,059,404

 

2,096,020

 

1,873,664

 

1,819,468

 

1,883,042

 

 

 

 

 

 

 

 

 

 

 

Earnings from operations

 

499,183

 

416,007

 

377,695

 

  193,537

 

121,048

Interest expense

 

(90,696)

 

(90,371)

 

(88,381)

 

  (93,347)

 

  (98,470)

Pretax earnings

 

408,487

 

325,636

 

  289,314

 

100,190

 

22,578

Income tax expense

 

(143,779)

 

(120,269)

 

(105,739)

 

  (34,567)

 

  (9,168)

Net earnings

 

264,708

 

205,367

 

  183,575

 

65,623

 

13,410

Less: Excess redemption value over carrying value of preferred shares redeemed

 

-

 

(5,908)

 

(178)

 

388

 

-

Less:   Preferred stock dividends (a)

 

-

 

(2,913)

 

(12,412)

 

(12,856)

 

(12,963)

Earnings available to common shareholders

$

264,708

$

196,546

$

  170,985

$

  53,155

$

447

Basic and diluted earnings per common share

$

13.56

$

10.09

$

8.80

$

2.74

$

0.02

Weighted average common shares outstanding: Basic and diluted

 

19,518,779

 

19,476,187

 

19,432,781

 

19,386,791

 

19,350,041

Cash dividends declared and accrued Preferred stock

$

-

$

2,913

$

  12,412

$

  12,856

$

  12,963

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

$

2,755,054

$

2,372,365

$

2,094,573

$

  1,948,388

$

  2,013,928

Total assets

 

5,306,601

 

4,654,051

 

4,191,433

 

3,762,454

 

3,825,073

Notes, loans and leases payable

 

1,661,845

 

1,486,211

 

  1,397,842

 

  1,347,635

 

  1,546,490

Stockholders' equity

 

1,229,259

 

1,035,820

 

993,020

 

812,911

 

  717,629

 

 

 

 

 

 

 

 

 

 

 

(a) Fiscal 2012, 2011 and 2010 reflect eliminations of $0.3 million, $0.6 million and $0.1 million, respectively paid to affiliates.

(b) (Gains) losses were ($22.5) million, ($20.9) million, ($23.1) million, ($2.0) million and $16.6 million for fiscal 2013, 2012, 2011, 2010 and 2009, respectively.


 

 

 

 

Nine Months Ended December 31,

 

 

2013

 

2012

 

 

(Unaudited)

 

 

(In thousands, except share and per share data)

Summary of Operations:

 

 

 

 

Self-moving equipment rentals

$

1,556,787

$

1,400,300

Self-storage revenues

 

133,791

 

111,825

Self-moving and self-storage products and service sales

 

183,115

 

173,399

Property management fees

 

17,586

 

15,847

Life insurance premiums

 

119,708

 

137,341

Property and casualty insurance premiums

 

31,052

 

26,006

Net investment and interest income

 

59,836

 

52,973

Other revenue

 

122,793

 

76,589

  Total revenues

 

2,224,668

 

1,994,280

 

 

 

 

 

Operating expenses

 

973,268

 

883,892

Commission expenses

 

202,578

 

180,801

Cost of sales

 

98,331

 

86,292

Benefits and losses

 

119,255

 

139,418

Amortization of deferred policy acquisition costs

 

14,197

 

9,290

Lease expense

 

77,293

 

89,962

Depreciation, net of (gains) losses on disposals of (($22,837) and ($14,879), respectively)

 

191,431

 

177,478

Total costs and expenses

 

1,676,353

 

1,567,133

 

 

 

 

 

Earnings from operations

 

548,315

 

427,147

  Interest expense

 

(70,053)

 

(67,680)

Pretax earnings

 

478,262

 

359,467

  Income tax expense

 

(175,082)

 

(132,632)

Earnings available to common shareholders

$

303,180

$

226,835

Basic and diluted earnings per common share

$

15.50

$

11.62

Weighted average common shares outstanding: Basic and diluted

 

19,554,641

 

19,512,974

 

 

 

 

 

Balance Sheet Data:

 

 

 

 

Property, plant and equipment, net

$

3,193,099

$

2,634,948

Total assets

 

5,874,109

 

5,219,305

Notes, loans and leases payable

 

1,862,869

 

1,667,008

Stockholders' equity

 

1,494,422

 

1,190,499

 



 

RISK FACTORS

 

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, 2013, as well as the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision. Our business, f inancial condition or results of operations could be materially adversely affected by any of these risks. The market value of the notes, if any market develops or exists, could decline due to any of these risks, and you may lose all or part of your investm ent. This prospectus supplement also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including t he risks faced by us described below and elsewhere in this prospectus supplement and the accompanying prospectus.

 

Risk Relating to Our Business

 

We operate in a highly competitive industry.

The truck rental industry is highly competitive and includes a nu mber of significant national, regional and local competitors. We believe the principal competitive factors in this industry are convenience 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 competitors may have greater financial resources than we have. We cannot assure you that we will be able to maintain existing r ental 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-sto rage 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 decrease 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-storage industry has in the past experienced overbuilding in response to perceived increases in demand. We cannot assure you t hat we will be able to successfully compete in existing markets or expand into new markets.

We are highly leveraged.

As of March 31, 2013, we had total debt outstanding of $1,661.8 million and total undiscounted lease commitments of $236.6 million. Althou gh we believe, based on existing information, that additional leverage can be supported by our operations and revenues, our existing debt could impact us in the following ways among other considerations:

         require us to allocate a considerable portion of ca sh flows from operations to debt service payments;

         limit our flexibility in planning for, or reacting to, changes in our business and the 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 comp etitive conditions and to certain financial, business and other factors, some of which are beyond our control. If we are unable to generate sufficient cash flow from operations to service our debt and meet our other cash needs, we may be forced to reduce o r 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 exac erbate the risks associated with our indebtedness.

Economic conditions, including those related to the credit markets, may adversely affect our industry, business and results of operations.

The United States economy has undergone a period of slowdown and u nprecedented 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 traditionally cyclical as some, could experience significant downturns in connection with or in anticipation of, declines, o r sustained lack of recovery, in general economic conditions. In times of declining consumer spending we may be driven, along with our competitors, 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 markets in the United States tighten or if interest rates increase significantly we may not be able to refinance existing de bt or find additional financing on favorable terms, if at all.  If one or more of the financial institutions that support our existing credit facilities fails, we may not be able to find a replacement, which would negatively impact our ability to borrow un der credit facilities.  While we believe that we have adequate sources of liquidity to meet our anticipated requirement for working capital, debt servicing and capital expenditures through fiscal 2014, 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 that 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 equipment. 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 the 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 aspect of our fleet rotation program is the sale of used rental equipment. The sale of used equipment provides us with fu nds that can be used to purchase new equipment. Conditions may arise that could lead to the decrease in resale values for our used equipment. This could have a material adverse effect on our financial results, which would result in losses on the sale of eq uipment 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 Corporat ion. Our fleet can be negatively affected by issues our manufacturers may face within their own supply chain. Also, it is possible that our suppliers may face financial difficulties or organizational changes which could negatively impact their ability to a ccept future orders or fulfill existing orders. The cost of acquiring new rental trucks could increase materially and negatively affect our ability to rotate new equipment into the fleet. Although we believe that we could contract with alternative manufact urers for our rental trucks, 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 operati ons 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 i ncluding interest rate 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 finan cial instruments at their 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, 2013 , Edward J. Shoen, President and Chairman of the Board of AMERCO, James P. Shoen, a director of AMERCO, and Mark V. Shoen collectively are the owners of 9,139,018 shares (approximately 46.6%) of the outstanding common stock of AMERCO. In addition, Edward J . Shoen, James P. Shoen, Mark V. Shoen, Rosmarie T. Donovan (Trustee of the Shoen Irrevocable Trusts) and David L. Holmes (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”).  Pursuant to the Stockholder Agreement, a collective 10,897,741 shares (approximately 55.6%) of the Company’s common stock are voted at the direction of a majority in interest of the Reporting Persons.  For additional information, refer to the Schedule 13Ds filed on July 13, 2006, March 9, 2007, June 26, 2009 and on May 1, 2013 with the SEC. In addition, 1,450,205 shares (approxim ately 7.4%) of the outstanding 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 positi on to significantly influence 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 c an be no assurance that the interests of the Reporting Persons will not conflict with the interests of our other stockholders. Furthermore, as a result of the Reporting Persons’ voting power, the Company is a “controlled company” as defined in the Nasdaq L isting Rules and, therefore, may avail itself of certain exemptions under Nasdaq 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 offic er compensation; and (iii) independent 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 respec t to the compensation of the President of AMERCO.

We bear certain risks related to our notes receivable from SAC Holdings.

At March 31, 2013, we held $72.4   million of notes receivable from 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 seni or 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 unse cured 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.

Our quarterly results of operations fluctuate due t o seasonality and other factors associated with our industry.

Our business is seasonal and our results of operations and cash flows fluctuate significantly from quarter to quarter. Historically, revenues have been stronger in the first and second fiscal qu arters due to the overall increase in moving activity during the spring and summer months. The fourth fiscal quarter is generally weakest, due to a greater potential for adverse weather conditions and other factors that are not necessarily seasonal. As a r esult, our operating results for any given quarterly period are not necessarily indicative of operating results for an entire year.


Our operations subject us to numerous environmental regulations and the possibility that environmental liability in the fut ure 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 common 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 remediation plan at each site where we believe such a plan is necessary. See Note 19, Contingencies of the Notes to Consolidated Financial Statements. 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 liabi lity 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 liabiliti es, the cost of defending environmental claims, 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 ope rations.

We operate in a highly regulated industry 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 subjec t 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, han dling, storage, treatment and disposal of waste 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 l aws 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 incr ease our costs. In addition, the Federal government 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 dispro portionately affect users in the highway transportation 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 pr oposed rules could significantly affect the way 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 a nd labor laws and regulations. Should this occur 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 d ependent upon our automated systems and the Internet for managing our business.

Our information systems are largely Internet-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 a ny portion of these systems could adversely affect our results of operations and financial condition. 


A.M. Best financial strength ratings are crucial to our life insurance business.

In May 2013, A.M. Best affirmed the financial strength rating for Oxfo rd, Christian Fidelity Life Insurance Company, North American Insurance Company and Dallas General Life Insurance Company of B++ and the outlook remains positive. Financial strength ratings are important external factors that can affect the success of Oxfo rd’s business plans. Accordingly, if Oxford’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 op erations 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 de rivative 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 cannot 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 ou r financial condition and results of operation.

At December 31, 2012, Repwest reported $1.7 million of reinsurance recoverables, net of allowances and $176.4 million of reserves and liabilities ceded to reinsurers. Of this, Repwest’s largest exposure to a single reinsurer was $72.1 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 exchange, and there is no anticipated public market for the notes. Therefore, you must be prepared to hold the notes until the maturity date.

 

The notes are not transferable except between members of the U-Haul Investors Club through privately negotiated transactions relating exclusively to non-qualified (non-retirement/non IRA) accounts, as to which neither AMERCO, the servicer, the trustee, nor any of their respective affiliates will have any involvement.   In a ddition, 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 in vestment houses.  Therefore, you must be prepared to hold your n otes until the maturity date.  Transfers of the n otes held in q ualified a ccounts are not permissible, other than transfers constituting Required Minimum Distributions (RMD).  The notes are not a liquid investment.   If you believe you will need access to the funds you are otherwise planning on investing in notes prior to the stated maturity date of such notes, then you should not invest in the notes at this time.

 

Even if you are able to privatel y negotiate the sale of your notes to another 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 t o 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 tha t was independently determined by us, and 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 a ny, after this offering.  The ability to 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 pri ncipal 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 t hem in


a privately negotiated transaction 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 addition 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 indebtedness 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 not es.

The value of the Collateral may not be sufficient to satisfy AMERCO’s obligations under the notes .

AMERCO’s o bligations under the notes are secured by a first- priority lien on the Collateral in favor of the trustee (or its agent or nominee), for the be nefit of the holders of the notes.  By its nature, some or all of the Collateral may be illiquid , is subject to attrition, including casualty, loss or theft, and, to the extent the Collateral includes real property, may be subject to condemnation.  The Col lateral 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 liquidation of the Collateral will be sufficient to pay AMERCO’s obligations under the notes, in full or at all. Ther e also can be no assurance that the Collateral will be saleable and, even if saleable, the timing of its liquidation would be uncertain. Accordingly, there may not be sufficient Collateral to pay all or any of the amounts due on the notes. Any claim for th e difference between the amount, if any, realized by holders of the notes from the sale of the Collateral and the obligations under the notes will rank equally in right of payment with all of AMERCO’s other unsecured unsubordinated indebtedness and other o bligations, including trade payables. The trustee’s security interest and ability to foreclose could also be limited by the need to meet certain requirements of state and federal law .  If these requirements cannot be met , the security interests may be inva lid 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 adve rse effect on the sale price of the Collateral. Therefore, the practical value of r ealizing on the Collateral may be limited. In addition, it is anticipated that construction and development activities will occur at a future date at the Wake Forest Propert y.  However, no assurance is given as to whether such construction and development activities will in fact take place, or as to the time frame for commencement or completion of same.   

 

AMERCO has the right, in its sole discretion, to voluntarily make or cause to be made 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 voluntarily make or cause to be made an unlimited numb er 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 binding on the trus tee 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, which could dimi nish 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 by us or on our behalf in connection with this offering or any substitution of C ollateral, and to the extent the Collateral constitutes equipment, its value is expected to depreciate.

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 o r any substitution of Collateral, and to the extent the Collateral constitutes equipment, its value is expected to depreciate.  The value of the Collateral will depend upon a number of factors, including market and economic conditions at the time, the avai lability of appropriate buyers and the extent of attrition, 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, inso lvency proceeding, liquidation or otherwise, would be sufficient to satisfy, or would not be substantially less than, all of AMERCO’s obligations under the notes.  Moreover, to the extent the Collateral includes real property, no lender’s policy of title i nsurance, 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 these 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 proceeding involving AMERCO, any of AMERCO’s assets which serve as collateral for AMERCO’s existing or future secured indebtedness , other th an the Collateral, will be available to satisfy the obligations under such secured indebtedness before any payments are made 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 entitled to participate ratably with all holders of AMERCO’s other unsecured indebtedness, and potentially with all of AMERCO’s other gener al 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 rec eive any payments, they may receive less, ratably, than holders of any other secured indebtedness that AMERCO may incur.

The notes are only the obligations of AMERCO, and will not be guaranteed by any of AMERCO’s subsidiaries, including U-Haul.

The notes a re 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 b efore any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to AMERCO or the holders of the notes.  This means that claims of holders of the notes will be structurally subordinated to the claims of exi sting and future creditors of AMERCO’s subsidiaries, including U-Haul.

The Collateral is subject to attrition, including casualty risks, theft (to the extent the Collateral includes equipment) and condemnation (to the extent the Collateral includes real property), and we are under no obligation to maintain the condition of the Collateral or to replenish or replace damaged, destroyed, condemned, stolen or taken Collateral.

We intend to maintain insurance or otherwise insure against hazards in a manner appr opriate and customary 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, to the extent the Collateral includes equipment, we anticipate that a significant amount of the Collateral will be lost through attrition, including due to casualty and theft, and to the extent the Collateral includes real property, it is subject to condemnation in whole or in part. We are under no obligation to replenish or replace damaged, destroyed, condemned, stolen or taken Collateral and we are not obligated to repay the notes in whole or


in part as a result of such an occurr ence.  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 value 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 b y 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 t hese 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 the 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.

Pursuant to the terms of the financing documents , the Owner ha s granted a first-priority security interest in the Initial Collateral to the t rustee for the benefit of the holders. 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 subo rdinate to the interests of certain third parties.   No legal opinions are being issued or obtained in connection with the enforceability or perfection of the Collateral documentation. Additionally, under federal law and the laws of many states, certain po ssessory liens, including mechanic’s liens, and certain tax liens may take priority over a perfected security interest in the Collateral .   Such failures may result in the loss of the practical benefits of the trustee’s first-priority lien on the Collatera l.

 

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 no tes 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 t he 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 governmental entities.  Therefore, we cannot assure you that foreclosure on the Collateral will be straightforward or expeditious, which may impair the value of the Collatera l. Certain provisions of the financing documents may also restrict the trustee’s, or its agent’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 ha s 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 de fault 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 and 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 dispos ition 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 commenc ement of a bankruptcy case, whether or when the trustee would repossess or dispose of the Collateral, 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 requirement s of “adequate protection.” Furthermore, in the event the bankruptcy court determines that the value 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 notes are not insured or guaranteed by the FDIC.

The notes ar e not savings accounts, de posit 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 AMERCO 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 un paid interest, if any, through 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 circum stances.  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 unlimited number of notes in the offerin g.

 

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 notes 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 the 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 facilitate 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 respecti ve 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 note s 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 notes meet your investment needs.

 

R isks 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 form 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 documents 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 d eliver 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.  Addi tionally, because the notes are being serviced by U-Haul instead 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 significantly 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 web site.  Therefore, the satisfactory performance, reliability and availability 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 t he viability of the U-Haul Investors Club.  One or more significant disruptions 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 out side 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 appro priate 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-Hau l Investors Club transactions between U-Haul Investors 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 to 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 subscribed, AMERCO expects to receive net proceeds from this offering of approximately $17,746,000, after deducting estimated expenses payable by it.  AMERCO intends to use the net proceeds from this offering t o reimburse its subsidiaries and affili ates for the cost of production 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 nine months ended December 31, 2013 and for each year in the five year period ended March 31, 2013.  Earnings consist of earnings before interest expense and lease expense.  Fixed charges co nsist of interest expense and an estimate of the portion of lease expense related to the interest component.

 

Nine Months Ended

Year Ended March 31,

December 31, 2013

2013

2012

2011

2010

2009

5.9x

4.1x

3.4x

3.1x

1.7x

1.1x

 

DESCRIPTION OF NOTES

 

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.  Y ou may also request electronic copies of the financing documents from AMERCO as indicated under “Where You Can Find More Information” in this prospectus supplement.

Brief Description of the Notes

The notes are:

         The notes will be issued over a period of time and from time to time, in up to eight separate series, with each series having one or more separate sub-series bearing a unique interest rate and term as provided herein.  As notes are offered, prospective inv estors shall have the opportunity to select the series and sub-series of notes for which such prospective investor is subscribing. 

 

         being issued under a base indenture entered into between AMERCO and the trustee, an indenture supplement between AMERCO an d the trustee, and a pledge and security agreement among AMERCO, the trustee and the Owner (collectively, and together with an y other instruments and documents executed and delivered pursuant to the foregoing documents, as the same may be amended, suppleme nted or otherwise modified from time to time , the “financing documents”);

 

         AMERCO’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-priority lien on the Collateral;



 

         ranked equally among themselves; and

 

         being issued by AMERCO in uncertificated book-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 are limited to the aggregate principal amount identified above.  The notes will be issued over a period of time and from time to time, in up to eight separate series (Series UIC-1D, 2D, 3D, 4D, 5D, 6D, 7D and 8D), with each series having one or more separate sub-series, bearing a unique interest rate and term as follows:  

 

- Series UIC-1D shall have a term of 25 years and shall bear interest at 7.5% per annum

- Series UIC-2D shall have a term of 20 years and shall bear interest at 7.2% per annum

- Series UIC-3D shall have a term of 15 years and shall bear interest at 6.9% per annum

- Series UIC-4D shall have a term of 30 years and shall bear interest at 8.0% per annum

- Series UIC-5D shall have a term of 3 years and shall bear interest at 3.75% per annum

- Series UIC-6D shall have a term of 2 years an d shall bear interest at 3.0% per annum

- Series UIC-7D shall have a term of 3 years and shall bear interest at 3.75% per annum

- Series UIC-8D shall have a term of 2 years and shall bear interest at 3.0% per annum

As notes are offered, p rospective investo rs shall have the opportunity to select the series and sub-series of notes for which such prospective investor is subscribing. 

In all cases subject to collateral substitutions as provided herein and in the financing documents:

 

The notes issued under Ser ies UIC-1D will be secured by a first-priority lien on the Lakeside Property;  the notes issued under Series UIC-2D will be secured by a first-priority lien on the Walpole Property; the notes issued under Series UIC-3D will be secured by a first-priority l ien on the Novi Property; the notes issued under Series UIC-4D will be secured by a first-priority lien on the Wake Forest Property, including any after-acquired improvements; the notes issued under Series UIC-5D will be secured by a first-priority lien on the Appliance Dollies; the notes issued under Series UIC-6D will be secured by a first priority lien on the Utility Dollies; the notes issued under Series UIC-7D will be secured by a first priority lien on the Furniture Dollies; and the notes issued under Series UIC-8D will be secured by a first priority lien on the Furniture Pads.

 

T he notes are being issue d in minimum denominations of $100 and integral multiples of $ 100 thereof.

 

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 every three months, beginning three months from the issue date of the first subseries of notes issued to any investor under such respective series and sha ll be based on the actual number of days the holder is invested in such notes during such quarter; provided, however , principal and interest payments with respect to notes issued under Series UIC-5D will be credited to such holder’s U-Haul Investors Club™ account in arrears every three months, beginning three months from the issue date, until the maturity date.   Interest on the notes is calculated based upon the outstanding balance of the notes at the time interest is due. 

 

The following schedules illust rate investments of $100 in each series of notes:    

 

Below is the payout schedule for a $100 U-Note

 

 

 

Investment in UIC-1D

 

 

 

 

Payment Number

U-Note Balance

Principal

Interest

Payout

1

$100.00

$0.34

$1.88

$2.22

2

$99.66

$0.35

$1.87

$2.22

3

$99.31

$0.36

$1.86

$2.22

4

$98.95

$0.36

$1.86

$2.22

5

$98.59

$0.37

$1.85

$2.22

6

$98.22

$0.38

$1.84

$2.22

7

$97.84

$0.39

$1.83

$2.22

8

$97.45

$0.39

$1.83

$2.22

9

$97.06

$0.40

$1.82

$2.22

10

$96.66

$0.41

$1.81

$2.22

11

$96.25

$0.42

$1.80

$2.22

12

$95.83

$0.42

$1.80

$2.22

13

$95.41

$0.43

$1.79

$2.22

14

$94.98

$0.44

$1.78

$2.22

15

$94.54

$0.45

$1.77

$2.22

16

$94.09

$0.46

$1.76

$2.22

17

$93.63

$0.46

$1.76

$2.22

18

$93.17

$0.47

$1.75

$2.22

19

$92.70

$0.48

$1.74

$2.22

20

$92.22

$0.49

$1.73

$2.22

21

$91.73

$0.50

$1.72

$2.22

22

$91.23

$0.51

$1.71

$2.22

23

$90.72

$0.52

$1.70

$2.22

24

$90.20

$0.53

$1.69

$2.22

25

$89.67

$0.54

$1.68

$2.22

26

$89.13

$0.55

$1.67

$2.22

27

$88.58

$0.56

$1.66

$2.22

28

$88.02

$0.57

$1.65

$2.22

29

$87.45

$0.58

$1.64

$2.22

30

$86.87

$0.59

$1.63

$2.22

31

$86.28

$0.60

$1.62

$2.22

32

$85.68

$0.61

$1.61

$2.22

33

$85.07

$0.62

$1.60

$2.22

34

$84.45

$0.64

$1.58

$2.22

35

$83.81

$0.65

$1.57

$2.22

36

$83.16

$0.66

$1.56

$2.22



Payment Number

U-Note Balance

Principal

Interest

Payout

37

$82.50

$0.67

$1.55

$2.22

38

$81.83

$0.69

$1.53

$2.22

39

$81.14

$0.70

$1.52

$2.22

40

$80.44

$0.71

$1.51

$2.22

41

$79.73

$0.73

$1.49

$2.22

42

$79.00

$0.74

$1.48

$2.22

43

$78.26

$0.75

$1.47

$2.22

44

$77.51

$0.78

$1.45

$2.23

45

$76.73

$0.78

$1.44

$2.22

46

$75.95

$0.81

$1.42

$2.23

47

$75.14

$0.81

$1.41

$2.22

48

$74.33

$0.83

$1.39

$2.22

49

$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



Payment Number

U-Note Balance

Principal

Interest

Payout

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

$2.22

99

$4.33

$2.15

$0.08

$2.23

100

$2.18

$2.18

$0.04

$2.22

Total

 

$100.00

$122.29

$222.29

 

 

 

 

 

 

Below is the payout schedule for a $100 U-Note

 

 

 

Investment in UIC 2-D

 

 

 

 

Payment Number

U-Note Balance

Principal

Interest

Payout

1

$100.00

$0.57

$1.80

$2.37

2

$99.43

$0.58

$1.79

$2.37

3

$98.85

$0.59

$1.78

$2.37

4

$98.26

$0.60

$1.77

$2.37

5

$97.66

$0.61

$1.76

$2.37

6

$97.05

$0.62

$1.75

$2.37

7

$96.43

$0.63

$1.74

$2.37

8

$95.80

$0.65

$1.72

$2.37

9

$95.15

$0.66

$1.71

$2.37

10

$94.49

$0.67

$1.70

$2.37

11

$93.82

$0.68

$1.69

$2.37

12

$93.14

$0.69

$1.68

$2.37

13

$92.45

$0.71

$1.66

$2.37

14

$91.74

$0.72

$1.65

$2.37

15

$91.02

$0.73

$1.64

$2.37

16

$90.29

$0.74

$1.63

$2.37

17

$89.55

$0.76

$1.61

$2.37

18

$88.79

$0.77

$1.60

$2.37

19

$88.02

$0.79

$1.58

$2.37

20

$87.23

$0.80

$1.57

$2.37

21

$86.43

$0.81

$1.56

$2.37

22

$85.62

$0.83

$1.54

$2.37

23

$84.79

$0.84

$1.53

$2.37

24

$83.95

$0.86

$1.51

$2.37

25

$83.09

$0.87

$1.50

$2.37

26

$82.22

$0.89

$1.48

$2.37



Payment Number

U-Note Balance

Principal

Interest

Payout

27

$81.33

$0.91

$1.46

$2.37

28

$80.42

$0.92

$1.45

$2.37

29

$79.50

$0.94

$1.43

$2.37

30

$78.56

$0.96

$1.41

$2.37

31

$77.60

$0.97

$1.40

$2.37

32

$76.63

$0.99

$1.38

$2.37

33

$75.64

$1.01

$1.36

$2.37

34

$74.63

$1.03

$1.34

$2.37

35

$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



Payment Number

U-Note Balance

Principal

Interest

Payout

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

Total

 

$100.00

$89.43

$189.43

 

 

 

 

 

 

Below is the payout schedule for a $100 U-Note

 

 

 

I nvestment in UIC 3-D

 

 

 

 

Payment Number

U-Note Balance

Principal

Interest

Payout

1

$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



Payment Number

U-Note Balance

Principal

Interest

Payout

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

$2.69

51

$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

Total

 

$100.00

$61.22

$161.22

 

 

 

 

 

 

Below is the payout schedule for a $100 U-Note

 

 

 

Investment in UIC-4D

 

 

 

 

Payment Number

U-Note Balance

Principal

Interest

Payout

1

$100.00

$0.20

$2.00

$2.20

2

$99.80

$0.20

$2.00

$2.20

3

$99.60

$0.22

$1.99

$2.21

4

$99.38

$0.21

$1.99

$2.20

5

$99.17

$0.23

$1.98

$2.21

6

$98.94

$0.22

$1.98

$2.20

7

$98.72

$0.24

$1.97

$2.21

8

$98.48

$0.23

$1.97

$2.20

9

$98.25

$0.23

$1.97

$2.20

10

$98.02

$0.25

$1.96

$2.21

11

$97.77

$0.25

$1.96

$2.21

12

$97.52

$0.26

$1.95

$2.21

13

$97.26

$0.25

$1.95

$2.20

14

$97.01

$0.27

$1.94

$2.21

15

$96.74

$0.28

$1.93

$2.21

16

$96.46

$0.27

$1.93

$2.20

17

$96.19

$0.28

$1.92

$2.20

18

$95.91

$0.29

$1.92

$2.21



Payment Number

U-Note Balance

Principal

Interest

Payout

19

$95.62

$0.29

$1.91

$2.20

20

$95.33

$0.29

$1.91

$2.20

21

$95.04

$0.31

$1.90

$2.21

22

$94.73

$0.32

$1.89

$2.21

23

$94.41

$0.31

$1.89

$2.20

24

$94.10

$0.32

$1.88

$2.20

25

$93.78

$0.33

$1.88

$2.21

26

$93.45

$0.34

$1.87

$2.21

27

$93.11

$0.34

$1.86

$2.20

28

$92.77

$0.35

$1.86

$2.21

29

$92.42

$0.36

$1.85

$2.21

30

$92.06

$0.36

$1.84

$2.20

31

$91.70

$0.38

$1.83

$2.21

32

$91.32

$0.37

$1.83

$2.20

33

$90.95

$0.39

$1.82

$2.21

34

$90.56

$0.39

$1.81

$2.20

35

$90.17

$0.41

$1.80

$2.21

36

$89.76

$0.40

$1.80

$2.20

37

$89.36

$0.42

$1.79

$2.21

38

$88.94

$0.42

$1.78

$2.20

39

$88.52

$0.44

$1.77

$2.21

40

$88.08

$0.44

$1.76

$2.20

41

$87.64

$0.46

$1.75

$2.21

42

$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



Payment Number

U-Note Balance

Principal

Interest

Payout

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

$2.20

92

$48.17

$1.25

$0.96

$2.21

93

$46.92

$1.26

$0.94

$2.20

94

$45.66

$1.30

$0.91

$2.21

95

$44.36

$1.31

$0.89

$2.20

96

$43.05

$1.35

$0.86

$2.21

97

$41.70

$1.37

$0.83

$2.20

98

$40.33

$1.39

$0.81

$2.20

99

$38.94

$1.43

$0.78

$2.21

100

$37.51

$1.46

$0.75

$2.21

101

$36.05

$1.48

$0.72

$2.20

102

$34.57

$1.51

$0.69

$2.20

103

$33.06

$1.55

$0.66

$2.21

104

$31.51

$1.57

$0.63

$2.20

105

$29.94

$1.61

$0.60

$2.21

106

$28.33

$1.63

$0.57

$2.20

107

$26.70

$1.68

$0.53

$2.21

108

$25.02

$1.70

$0.50

$2.20

109

$23.32

$1.74

$0.47

$2.21

110

$21.58

$1.78

$0.43

$2.21

111

$19.80

$1.80

$0.40

$2.20

112

$18.00

$1.85

$0.36

$2.21

113

$16.15

$1.88

$0.32

$2.20

114

$14.27

$1.91

$0.29

$2.20



Payment Number

U-Note Balance

Principal

Interest

Payout

115

$12.36

$1.96

$0.25

$2.21

116

$10.40

$2.00

$0.21

$2.21

117

$8.40

$2.04

$0.17

$2.21

118

$6.36

$2.08

$0.13

$2.21

119

$4.28

$2.11

$0.09

$2.20

120

$2.17

$2.17

$0.04

$2.21

Total

 

$100.00

$164.65

$264.65

 

 

 

 

 

 

Below is the payout schedule for a $100 U-Note

 

 

 

I nvestment in UIC 5-D

 

 

 

 

Payment Number

U-Note Balance

Principal

Interest

Payout

1

$100.00

$11.25

$0.94

$12.19

2

$88.75

$11.25

$0.83

$12.08

3

$77.50

$11.25

$0.73

$11.98

4

$66.25

$11.25

$0.62

$11.87

5

$55.00

$8.25

$0.52

$8.77

6

$46.75

$8.25

$0.44

$8.69

7

$38.50

$8.25

$0.36

$8.61

8

$30.25

$8.25

$0.28

$8.53

9

$22.00

$5.50

$0.21

$5.71

10

$16.50

$5.50

$0.15

$5.65

11

$11.00

$5.50

$0.10

$5.60

12

$5.50

$5.50

$0.05

$5.55

Total

 

$100.00

$5.23

$105.23

 

 

 

 

 

 

 

 

 

 

 

Below is the payout schedule for a $100 U-Note

 

 

 

I nvestment in UIC-6D

 

 

 

 

Payment Number

U-Note Balance

Principal

Interest

Payout

1

$100.00

$12.18

$0.75

$12.93

2

$87.82

$12.26

$0.66

$12.92

3

$75.56

$12.36

$0.57

$12.93

4

$63.20

$12.46

$0.47

$12.93

5

$50.74

$12.54

$0.38

$12.92

6

$38.20

$12.63

$0.29

$12.92

7

$25.57

$12.74

$0.19

$12.93

8

$12.83

$12.83

$0.10

$12.93

 

$0.00

 

 

 

Total

 

$100.00

$3.41

$103.41

 

 

 

 

 

 

Below is the payout schedule for a $100 U-Note

 

 

 

I nvestment in UIC 7-D

 

 

 

 

Payment Number

U-Note Balance

Principal

Interest

Payout

1

$100.00

$7.91

$0.94

$8.85

2

$92.09

$7.99

$0.86

$8.85

3

$84.10

$8.06

$0.79

$8.85

4

$76.04

$8.14

$0.71

$8.85

5

$67.90

$8.21

$0.64

$8.85

6

$59.69

$8.29

$0.56

$8.85

7

$51.40

$8.37

$0.48

$8.85

8

$43.03

$8.45

$0.40

$8.85



Payment Number

U-Note Balance

Principal

Interest

Payout

9

$34.58

$8.53

$0.32

$8.85

10

$26.05

$8.61

$0.24

$8.85

11

$17.44

$8.68

$0.16

$8.84

12

$8.76

$8.76

$0.08

$8.84

Total

 

$100.00

$6.18

$106.18

 

 

 

 

 

 

 

Below is the payout schedule for a $100 U-Note

 

 

 

I nvestment in UIC- 8 D

 

 

 

 

Payment Number

U-Note Balance

Principal

Interest

Payout

1

$100.00

$12.18

$0.75

$12.93

2

$87.82

$12.26

$0.66

$12.92

3

$75.56

$12.36

$0.57

$12.93

4

$63.20

$12.46

$0.47

$12.93

5

$50.74

$12.54

$0.38

$12.92

6

$38.20

$12.63

$0.29

$12.92

7

$25.57

$12.74

$0.19

$12.93

8

$12.83

$12.83

$0.10

$12.93

Total

 

$100.00

$3.41

$103.41

T he 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 Investors Club ac count, 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 create 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 simulta neously 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.

Ranking

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, includi ng 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 by 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, plu s 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 th e 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 respective matur ity date.

 

Security Interest and Initial Collateral

The obligations of AMERCO with respect to the notes are initially secured by a f irst- p riority l ien o n the Initial Collateral.  The Initial Collateral is being pledged and/or mortgaged, as applicable, 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

Substitution of Collateral

AMERCO has the right, in i ts sole discretion, to voluntarily 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 secures the notes, including the Initial Coll ateral 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 “Released Collateral”) and provided further th at 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 necessary or appropriate to grant to the tr ustee, 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 is determinable by AMERCO in its sole discr etion, and no appraisal will be prepared by us or on our behalf in this regard.  AMERCO is permitted to make an unlimited number Collateral substitutions.

 

AMERCO may make a substitution of Collateral by delivering a written certificate to the trustee exec uted 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 d ocuments, (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 C ollateral 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 have no duty to evaluate the determination ma de in such certificate and shall be allowed to conclusively rely on such certificate from AMERCO. 

 

Notwithstanding the foregoing, Collateral which is the subject of attrition, including casualty , theft (to the extent the Collateral includes equipment) and condemnation or threatened condemnation (to the extent the Collateral includes real property), may be released from the lien and will not be substituted. In such event, AMERCO is not obligated t o pay down or redeem any notes, whether with condemnation proceeds, casualty insurance proceeds or otherwise.   


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. 

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 ri ght to:

         remain in possession and retain exclusive control of the Collateral;

         freely operate the Collateral, including, 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 f irst- p riority l ien on the Collateral with respect to the notes or any sub-series or other portion thereof will automatically be released , whether in full or 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 ollateral

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 necessary or proper, or which the trustee may reasonably request, to evidence, perfect, maintain and enforce the first-priori ty l ien 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 acquis ition by the Company after the i ssue d ate of (1) any after-acquired assets, including, but not limited to, any after-acquired equipment or fixtures which constitute accretions, additions or technological upgrades to the equip ment 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 ma y be necessary to vest in the trustee a perfected security interest, subject only to Permitted Liens, in such after-acquired property and t o 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.   It is anticipated that subsequent to the date of this offering, construction and development activities will occur at the Wake Forrest Property.  The lien on the Wake Forest Property will attach to such additional improvements, subject to Permitted Liens.  . 


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 Company 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 to collateral substitutions as provided herein, and may not take any action to negate, the first-priority lien on the Collateral or the benefits intended to be con ferred thereby. Notwithstanding the foregoing, Collateral which is the subject of attrition, including casualty , theft (to the extent the Collateral includes equipment) and condemnation or threatened condemnation (to the extent the Collateral includes real property), may be released from the lien and will not be substituted.

 

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 continuance 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-pri ority Lien on the Collateral, subject to Permitted Liens, 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, sp ecifying 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. 

 

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 th e 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 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 not es 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 than 51% i n principal amount of the outstanding notes may waive any past D efault with respect to the notes and its consequences, except a D efault in the crediting of the principal and interest due on the notes. 


Notice .   The trustee is required , but only to the ex tent the trustee has notice or knowledge of such Default, to give notice to the holders of the notes within 90 days of a D efault , unless the D efault has been cured or waived; but the trustee may withhold notice of any D efault, except a D efault in the credi ting 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, judicial 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 E vent of D efault f rom 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 during 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 satis factory 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 available 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 unduly prejudicial to the holders of the notes not joining in the direction.

Modifications

Modification of the i ndenture .   With the consent of the holders of not less than 51% of the principal amount of all outstanding notes, AMERCO may enter into supplemental 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 modificatio n or amendment 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 th e enforcement of any payment o n 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 reduce 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 erso n to AMERCO 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 a dd e vents 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 o f debt securities 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 eff ective 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 changed 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 more than one trustee;

         to cure any ambiguity or correct any inconsistency in the indenture provid ed 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 restrictions 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 notes.

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 of 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.

T he 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 documents 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.  

D ischarge, 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 become 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 c ovenant d efeasan ce .   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 main tain 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 o f the notes 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 b een the case 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 in come tax law 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 instrument 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 p recedent to the defeasance or covenant defeasance have been complied with.

In general, if AMERCO elect s 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 E vent of D efault, the amount of money and/or government obligations on deposit with the applicable trustee would be sufficient to pay amounts due on such notes at the time of their stat ed maturity, but may not be sufficient to pay amounts due on such notes at the time of the acceleration resulting from the E vent of D efault. In that case, AMERCO would remain liable to make payment of the amounts due on such notes at the time of accelerati on.

Trustee

U.S. Bank National Association is the trustee under the indenture, and is a party under the other financing documents; provided, however , the trustee has the right to appoint an agent or nominee to be named as mortgagee or nominee titleholder f or 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 holder , perform ing recordkeeping and registrar services , perfecting and maintaining the first-priority lien on the Collateral in favor of the tru stee for the benefit of the holders subject to Permitted Liens, and electronically receiving and deliver ing all documents, statements , tax documents and communications related to the offering, the notes and the U-Haul Investors Club .  

No Personal Liabili ty 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 holder of the notes, by accepting a note, waives and releases all such liability.  The waiver and release are part of the consideration for issua nce of the notes.  Such waiver and release may not be effective to waive liabilities under the U.S. Federal securities 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 holders, 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 trust ee 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.  AMERCO 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 AMERCO determines not to have the notes held solely in book-entry form.