Willis Lease Finance Corporation (NASDAQ:WLFC) Files An 8-K Entry into a Material Definitive Agreement
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 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 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:
| 99.1 | News release dated February 19, 2020, announcing the pricing of the offering by WEST of $366.2 million of fixed rate notes. |
WILLIS LEASE FINANCE CORP Exhibit
EX-99.1 2 tm209335d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Chief Financial Officer (561) 349-9989 Willis Lease Finance Commits to Offering of $366.2 Million in Fixed Rate Notes COCONUT CREEK,…
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About Willis Lease Finance Corporation (NASDAQ:WLFC)
Willis Lease Finance Corporation along with its subsidiaries is a lessor of commercial aircraft engines. The Company operates through two business segments, such as Leasing and Related Operations, and Spare Parts Sales. The Leasing and Related Operations segment involves acquiring and leasing, primarily pursuant to operating leases, commercial aircraft, aircraft engines and other aircraft equipment, and the selective purchase and resale of commercial aircraft engines and other aircraft equipment. The Spare Parts Sales segment involves the purchase and resale of after-market engine and airframe parts, whole engines, engine modules and portable aircraft components, and leasing of engines destined for disassembly and sale of parts. Its lease portfolio consists of approximately 200 engines and related equipment, 10 aircrafts and five spare engine parts packages. The Company’s business activities also include equipment leasing and spare parts sales.
