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EX-99.1 - EXHIBIT 99.1 - WILLIS LEASE FINANCE CORPtm209335d1_ex99-1.htm






Washington, D.C.  20549




Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  February 18, 2020


Willis Lease Finance Corporation

(Exact name of registrant as specified in its charter)


Delaware   001-15369   68-0070656
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)


4700 Lyons Technology Parkway

Coconut Creek, FL 33076

(Address of principal executive offices)


Registrant's telephone number, including area code: (561) 349-9989


Not Applicable

(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class

Trading Symbol

Name of exchange on which
Common stock, $0.01 par value per share WLFC NASDAQ


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 1.01. Entry into a Material Definitive Agreement


On February 18, 2020, Willis Lease Finance Corporation (the “Company”) and its direct, wholly-owned subsidiary Willis Engine Securitization Trust II, to be renamed Willis Engine Structured Trust V (“WEST”), entered into a note purchase agreement dated February 18, 2020 (the “Note Purchase Agreement”) with BofA Securities, Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC (collectively, the “Initial Purchasers”). The Note Purchase Agreement provides for the issuance and sale of $303.0 million aggregate principal amount of WEST’s Series A 2020-A Fixed Rate Notes, $42.1 million aggregate principal amount of Series B 2020-A Fixed Rate Notes and $21.1 million aggregate principal amount of Series C 2020-A Fixed Rate Notes (collectively, the “Notes”) to the Initial Purchasers. The Initial Purchasers are expected to resell the Notes pursuant to Rule 144A and Regulation S of the Securities Act of 1933. The Notes will be secured by (among other things) WEST’s direct and indirect ownership interests in a portfolio of 54 aircraft engines and three airframes. The Note Purchase Agreement contains customary representations, warranties, covenants and closing conditions for a transaction of this type. The Note Purchase Agreement also contains provisions pursuant to which the Company and WEST agree to hold harmless and indemnify the Initial Purchasers against damages under certain circumstances, which are customary for a transaction of this type.


The issuance and sale of the Notes are part of an offering, which, subject to satisfaction of a variety of customary conditions precedent, is scheduled to close on March 3, 2020. The Company can give no assurance that the transaction will close on that date or at all.


Item 8.01 Other Events


On February 19, 2020, the Company issued a news release in connection with the matters described under Item 1.01 above. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.


(d)       Exhibits:


Exhibit No. Description
99.1 News release dated February 19, 2020, announcing the pricing of the offering by WEST of $366.2 million of fixed rate notes.







Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by its undersigned duly authorized officer.


Date: February 19, 2020 By:   /s/ Dean M. Poulakidas
  Dean M. Poulakidas
  Senior Vice President and General Counsel