Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
These notes funded on
The Notes bear interest on the outstanding principal balance at the stated rates
per annum from the date of issuance, payable semiannually on
Pursuant to the terms of the Purchase Agreement, the Company may, at its option, upon notice to each holder of the Notes, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make Whole Amount (as defined in the Purchase Agreement) determined for the prepayment date with respect to such principal amount, as set forth in the Purchase Agreement.
The obligations of the Company under the Notes will be guaranteed by each of the Company's subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co borrower or otherwise, for or in respect of any indebtedness under any Material Credit Facility (as defined in the Purchase Agreement).
The Purchase Agreement contains customary covenants, including, among others, limitations on the Company's ability to consolidate, merge, or transfer all or substantially all of its assets, transact with affiliates, and create or incur liens on assets. The Purchase Agreement also includes the following financial covenants, subject to certain qualifications, (i) a minimum fixed charge coverage ratio, (ii) a minimum unencumbered property value ratio, and (iii) a maximum subsidiary unencumbered leverage ratio.
The Purchase Agreement contains customary events of default, including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, Employee Retirement Income Security Act 1974 (ERISA) events, and failure of a guaranty agreement. If an event of default occurs, the holders of notes will be entitled to take various actions, including the acceleration of amounts due under the Purchase Agreement and the Notes.
The foregoing description of the Purchase Agreement and the Notes is qualified in its entirety by reference to the full text of the Purchase Agreement (which attaches the forms of the Notes), a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by this reference.
The Company intends to use the net proceeds from the issuance of the Notes for general corporate purposes. The Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and were offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit Number Description Page or Method of Filing
10.1 Note Purchase Agreement, dated Incorporated by reference toDecember 2, 2021 , amongAMERCO AMERCO's Current Report on Form 8-K, and the purchasers named therein. filed onDecember 7, 2021 , file no. 1-11255 10.2 Form ofAMERCO 2.55%Senior Note, Incorporated by reference to Series A dueJanuary 27, 2030 AMERCO's Current Report on Form 8-K, (included as a part of Exhibit filed onDecember 7, 2021 , file no. 10.1) 1-11255 10.3 Form ofAMERCO 2.60%Senior Note, Incorporated by reference to Series B dueJanuary 27, 2031 AMERCO's Current Report on Form 8-K, (included as a part of Exhibit filed onDecember 7, 2021 , file no. 10.1) 1-11255 10.4 Form ofAMERCO 2.68%Senior Note, Incorporated by reference to Series C dueJanuary 27, 2032 AMERCO's Current Report on Form 8-K, (included as a part of Exhibit filed onDecember 7, 2021 , file no. 10.1) 1-11255 10.5 Form ofAMERCO 2.73%Senior Note, Incorporated by reference to Series D dueJanuary 27, 2033 AMERCO's Current Report on Form 8-K, (included as a part of Exhibit filed onDecember 7, 2021 , file no. 10.1) 1-11255 10.6 Form ofAMERCO 2.88%Senior Note, Incorporated by reference to Series E dueJanuary 27, 2035 AMERCO's Current Report on Form 8-K, (included as a part of Exhibit filed onDecember 7, 2021 , file no. 10.1) 1-11255 99.1 Press release datedDecember 7 , Incorporated by reference to 2021 issued by the Company.AMERCO's Current Report on Form 8-K, filed onDecember 7, 2021 , file no. 1-11255 Included as a part of Exhibit 10.1
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