Prospectus Filed Pursuant to Rule 424(b)(5) (424b5)
09 February 2023 - 12:57AM
Edgar (US Regulatory)
Filed Pursuant to Rule
424(b)(5)
Registration
Statement No. 333-268891
Amendment No. 1
Dated February 8, 2023
To Prospectus
Supplement Dated December 20, 2022
(To Prospectus
dated December 20, 2022)
Up to
$5,814,000

Fixed Rate
Secured Notes Series UIC-22L, 23L, 24L, 25L, 26L, 27L, 28L, 29L,
30L, 31L, 32L, and 33L
___________
This Amendment No. 1 to Prospectus
Supplement (this “Amendment”) amends the prospectus supplement
dated December 20, 2022 (the “Prospectus Supplement”). This
Amendment should be read in conjunction with the Prospectus
Supplement and the prospectus dated December 20, 2022, each of
which are to be delivered with this Amendment. This Amendment
amends only those sections of the Prospectus Supplement listed in
this Amendment; all other sections of the Prospectus Supplement
remain as is.
U-Haul Holding Company, (f/k/a
AMERCO), is offering up to $5,814,000 aggregate principal amount of
its Fixed Rate Secured Notes Series UIC-22L, 23L, 24L, 25L, 26L,
27L, 28L, 29L, 30L, 31L, 32L, and 33L (the
“notes”).
The notes will be issued over a
period of time and from time to time, in up to twelve 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 which such prospective investor is
subscribing. 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 subseries,
and shall be based on the actual number of days the holder is
invested in such notes during such quarter.
In all cases subject to collateral removal as
provided herein, the notes issued under Series UIC-22L will be
secured by a first priority security interest and lien on up to
150,400 specified U-Haul® Furniture Pads manufactured in fiscal
year 2022; the notes issued under Series UIC-23L will be secured by
a first priority security interest and lien on up to 150,400
specified U-Haul® Furniture Pads manufactured in fiscal year 2022;
the notes issued under Series UIC-24L will be secured by a first
priority security interest and lien on up to 150,400 specified
U-Haul® Furniture Pads manufactured in fiscal year 2022; the notes
issued under Series UIC-25L will be secured by a first priority
security interest and lien on up to 150,400 specified U-Haul®
Furniture Pads manufactured in fiscal year 2022; the notes issued
under Series UIC-26L will be secured by a first priority security
interest and lien on up to 150,400 specified U-Haul® Furniture Pads
manufactured in fiscal year 2022; the notes issued under Series
UIC-27L will be secured by a first priority security interest and
lien on up to 150,400 specified U-Haul® Furniture Pads manufactured
in fiscal year 2022; the notes issued under Series UIC-28L will be
secured by a first priority security interest and lien on up to
150,400 specified U-Haul® Furniture Pads manufactured in fiscal
year 2022; the notes issued under Series UIC-29L will be secured by
a first priority security interest and lien on up to 150,900
specified U-Haul® Furniture Pads manufactured
in fiscal year 2022; the notes issued under
Series UIC-30L will be secured by a first priority security
interest and lien on up to 893 specified U-Haul® Wooden AA U-Box
Containers manufactured in 2011; the notes issued under Series UIC-31L will be
secured by a first priority security interest and lien on up to 893
specified U-Haul® Wooden AA U-Box Containers manufactured in 2011;
the notes issued under Series UIC-32L will be secured by a first
priority security interest and lien on up to 893 specified U-Haul®
Wooden AA U-Box Containers manufactured in 2011; the notes issued
under Series UIC-33L will be secured by a first priority security
interest and lien on up to 894 specified U-Haul® Wooden AA U-Box
Containers manufactured in 2011.
The notes issued under UIC-22L,
23L, 24L, 25L, 26L, 27L, 28L, 29L, 30L, 31L, 32L, and 33L are not
cross-collateralized or cross-defaulted to one
another.
Each series of notes may be issued
in subseries, and each such subseries may have a different term and
interest rate than the term and interest rate issued under other
series or subseries. Notes issued under the following terms shall
have the following respective interest rates:
Terms
Proposed interest rates for the new prospectus
supplement
2-Year term: 4.70%
3-Year term: 4.75%
4-Year term: 4.80%
5-Year term: 4.85%
6-Year term: 4.90%
7-Year term: 4.95%
8-Year term: 5.00%
No underwriter or other third-party
has been engaged to facilitate the sale of the notes in this
offering.
___________
The notes are
not savings accounts, deposit accounts or money market
funds. The notes 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-8 of the 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 the Prospectus Supplement or the
accompanying prospectus. Any representation to the
contrary is a criminal offense.
___________
|
Per
Note
|
Total
|
Offering Price
|
100%
|
$5,814,000
|
Proceeds to U-Haul Holding Company
(before expenses)
|
100%
|
$5,814,000
|
The notes are being issued in
uncertificated book-entry form only, and will not be listed on
any
securities exchange.
___________
The date of this Amendment No. 1 to
Prospectus Supplement is February 8, 2023
EXPLANATORY
NOTE
This Amendment is being filed to
amend and restate in its entirety the section “Summary Selected
Consolidated Financial Information” of the Prospectus Supplement to correct a
misstatement of our historical earnings per share data using the
two-class method for our voting common stock and our non-voting
common stock following our 9-to-1 stock dividend during fiscal year
2023.
The following amendments to the Prospectus
Supplement are made by this Amendment:
The section “Summary Selected
Consolidated Financial Information” of the Prospectus Supplement is hereby
deleted and replaced in its entirety as follows:
SUMMARY
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following tables set forth
summary historical consolidated financial information for U-Haul
Holding Company and its consolidated subsidiaries as of and for the
years ended March 31, 2022, 2021, 2020, 2019 and 2018 and for the
six-months ended September 30, 2022 and 2021. 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, 2022 and our Quarterly Reports on Form 10-Q
for the fiscal quarters ended June 30, 2022 and September 30, 2022,
which are incorporated by reference herein.
|
|
Years Ended March
31,
|
|
|
2022
|
|
2021
|
|
2020
|
|
2019
|
|
2018
|
|
|
(In thousands, except share and per
share data)
|
Summary of
Operations:
|
|
|
|
|
|
|
|
|
|
|
Self-moving equipment
rentals
|
$
|
3,958,807
|
$
|
3,083,317
|
$
|
2,692,413
|
$
|
2,653,497
|
$
|
2,479,742
|
Self-storage revenues
|
|
617,120
|
|
477,262
|
|
418,741
|
|
367,276
|
|
323,903
|
Self-moving and self-storage
products and service sales
|
|
351,447
|
|
344,929
|
|
265,091
|
|
264,146
|
|
261,557
|
Property management fees
|
|
35,194
|
|
31,603
|
|
30,406
|
|
29,148
|
|
29,602
|
Life insurance premiums
|
|
111,027
|
|
121,609
|
|
127,976
|
|
63,488
|
|
154,703
|
Property and casualty insurance
premiums
|
|
86,518
|
|
68,779
|
|
66,053
|
|
60,853
|
|
57,100
|
Net investment and interest
income
|
|
148,261
|
|
122,938
|
|
137,829
|
|
110,934
|
|
110,473
|
Other revenue
|
|
431,373
|
|
291,548
|
|
240,359
|
|
219,365
|
|
184,034
|
Total revenues
|
|
5,739,747
|
|
4,541,985
|
|
3,978,868
|
|
3,768,707
|
|
3,601,114
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
2,676,541
|
|
2,187,684
|
|
2,117,148
|
|
1,981,180
|
|
1,807,056
|
Commission expenses
|
|
429,581
|
|
329,609
|
|
288,332
|
|
288,408
|
|
276,705
|
Cost of sales
|
|
259,585
|
|
214,059
|
|
164,018
|
|
162,142
|
|
160,489
|
Benefits and losses
|
|
186,647
|
|
179,512
|
|
174,836
|
|
100,277
|
|
185,311
|
Amortization of deferred policy
acquisition costs
|
|
33,854
|
|
28,293
|
|
31,219
|
|
28,556
|
|
24,514
|
Lease expense
|
|
29,910
|
|
28,470
|
|
26,882
|
|
33,158
|
|
33,960
|
Depreciation, net gains on
disposals (a)
|
|
482,752
|
|
609,930
|
|
637,063
|
|
554,043
|
|
543,247
|
Net (gains) losses on disposal of
real estate
|
|
(4,120)
|
|
3,281
|
|
(758)
|
|
(44)
|
|
(195,414)
|
Total costs and expenses
|
|
4,094,750
|
|
3,580,838
|
|
3,438,740
|
|
3,147,720
|
|
2,835,868
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from operations
|
|
1,644,997
|
|
961,147
|
|
540,128
|
|
620,987
|
|
765,246
|
Other components of net periodic
benefit costs
|
|
(1,120)
|
|
(987)
|
|
(1,054)
|
|
(1,013)
|
|
(927)
|
Interest expense
|
|
(167,424)
|
|
(163,502)
|
|
(160,950)
|
|
(142,445)
|
|
(126,706)
|
Fees and amortization on early
extinguishment of debt
|
|
(956)
|
|
–
|
|
–
|
|
–
|
|
–
|
Pretax earnings
|
|
1,475,497
|
|
796,658
|
|
378,124
|
|
477,529
|
|
637,613
|
Income tax benefit
(expense)
|
|
(352,211)
|
|
(185,802)
|
|
63,924
|
|
(106,672)
|
|
152,970
|
Earnings available to common
stockholders
|
$
|
1,123,286
|
$
|
610,856
|
$
|
442,048
|
$
|
370,857
|
$
|
790,583
|
Basic and diluted earnings per
share of Common Stock
|
$
|
7.08
|
$
|
5.37
|
$
|
3.15
|
$
|
3.69
|
$
|
5.83
|
Weighted average shares outstanding
of Common Stock: Basic and diluted
|
|
19,607,788
|
|
19,607,788
|
|
19,603,708
|
|
19,592,048
|
|
19.588.889
|
Basic and diluted earnings per
share of Series N Non-Voting Common Stock
|
$
|
5.58
|
$
|
2.87
|
$
|
2.15
|
$
|
1.69
|
$
|
3.83
|
Weighted average shares outstanding
of Series N Non-Voting Common Stock: Basic and diluted
|
|
176,470,092
|
|
176,470,092
|
|
176,433,375
|
|
176,328,429
|
|
176,300,000
|
Cash dividends declared and accrued
Common stock
|
|
29,412
|
|
49,019
|
|
19,608
|
|
39,180
|
|
39,175
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet
Data:
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment,
net
|
$
|
9,625,850
|
$
|
8,330,615
|
$
|
7,843,060
|
$
|
7,933,971
|
$
|
6,816,741
|
Total assets
|
|
17,299,581
|
|
14,651,606
|
|
13,438,024
|
|
11,891,713
|
|
10,747,422
|
Notes, loans and finance/capital
leases payable, net
|
|
6,022,497
|
|
4,668,907
|
|
4,621,291
|
|
4,163,323
|
|
3,513,076
|
Stockholders' equity
|
|
5,885,283
|
|
4,851,882
|
|
4,220,720
|
|
3,692,389
|
|
3,408,708
|
|
|
|
|
|
|
|
|
|
|
|
(a) Net (gains) losses were
($214.2) million, ($54.1) million, ($27.1) million, ($27.0) million
and ($11.8) million for fiscal 2022, 2021, 2020, 2019 and 2018,
respectively.
|
|
|
Six Months
Ended September 30,
|
|
|
2022
|
|
2021
|
|
|
(Unaudited)
|
|
|
(In thousands,
except share and per share data)
|
Summary of Operations:
|
|
|
|
|
Self-moving
equipment rentals
|
$
|
2,252,800
|
$
|
2,214,438
|
Self-storage
revenues
|
|
358,763
|
|
290,878
|
Self-moving and
self-storage products and service sales
|
|
206,215
|
|
197,076
|
Property management
fees
|
|
18,416
|
|
17,196
|
Life insurance
premiums
|
|
51,237
|
|
57,618
|
Property and
casualty insurance premiums
|
|
45,690
|
|
39,368
|
Net investment and
interest income
|
|
64,082
|
|
71,779
|
Other
revenue
|
|
303,501
|
|
248,757
|
Total
revenues
|
|
3,300,704
|
|
3,137,110
|
|
|
|
|
|
Operating
expenses
|
|
1,544,761
|
|
1,310,603
|
Commission
expenses
|
|
243,834
|
|
241,045
|
Cost of
sales
|
|
152,296
|
|
136,406
|
Benefits and
losses
|
|
81,463
|
|
91,928
|
Amortization of
deferred policy acquisition costs
|
|
14,644
|
|
15,573
|
Lease
expense
|
|
15,159
|
|
15,088
|
Depreciation, net of
gains on disposal of $128,690 and $86,398, respectively
|
|
231,114
|
|
257,465
|
Net (gains) losses
on disposal of real estate
|
|
4,179
|
|
(3,907)
|
Total costs and
expenses
|
|
2,287,450
|
|
2,064,201
|
|
|
|
|
|
Earnings from
operations
|
|
1,013,254
|
|
1,072,909
|
Other components of
net periodic benefit costs
|
|
(608)
|
|
(560)
|
Interest
expense
|
|
(106,992)
|
|
(78,723)
|
Fees on early
extinguishment of debt
|
|
(959)
|
|
-
|
Pretax
earnings
|
|
904,695
|
|
993,626
|
Income tax
expense
|
|
(218,678)
|
|
(238,553)
|
Earnings available to common
stockholders
|
$
|
686,017
|
$
|
755,073
|
Basic and diluted
earnings per share of Common Stock
|
$
|
4.40
|
$
|
4.75
|
Weighted average
shares outstanding of Common Stock: Basic and diluted
|
|
19,607,788
|
|
19,607,788
|
Basic and diluted
earnings per share of Series N Non-Voting Common Stock
|
$
|
3.40
|
$
|
3.75
|
Weighted average
shares outstanding of Series N Non-Voting Common Stock: Basic and
diluted
|
|
176,470,092
|
|
176,470,092
|
|
|
|
|
|
Balance Sheet Data:
|
|
|
|
|
Property, plant and
equipment, net
|
$
|
10,468,676
|
$
|
8,890,913
|
Total
assets
|
|
18,143,343
|
|
16,337,228
|
Notes, loans and
financial leases payable, net
|
|
6,298,831
|
|
5,335,278
|
Stockholders'
equity
|
|
6,313,187
|
|
5,554,697
|
As a result of the 9-to-1 stock
dividend during fiscal year 2023, all historical earnings per share data
and number of shares outstanding
were retroactively adjusted using the two-class method for our
common stock and our non-voting common stock.
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