SEC Form SC 13D/A filed by Willis Lease Finance Corporation (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 31)

Willis Lease Finance Corporation

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(Name of Issuer)

Common Stock

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(Title of Class of Securities)

970646 10 5

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(CUSIP Number)

Charles F. Willis, IV

c/o Willis Lease Finance Corporation

4700 Lyons Technology Parkway

Coconut Creek, Florida 33073

(415) 408-4700

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(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 29, 2023

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Date of Event Which Requires Filing of this Statement

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this statement, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The share numbers listed for voting and dispositive power as of a particular date include the number of shares into which options were exercisable or would be exercisable within 60 days of such date.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS
	Charles F. Willis, IV
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			928,276
		8	SHARED VOTING POWER
			2,145,430
		9	SOLE DISPOSITIVE POWER
			708,410
		10	SHARED DISPOSITIVE POWER
			1,925,564
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,073,706
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	46.44%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

The Schedule 13D filed with the Securities and Exchange Commission on December 11, 2000 (the “Initial 13D”) by CFW Partners, the Trust and Mr. Charles F. Willis, IV with respect to the Common Stock, par value $0.01 per share (the “Shares”), issued by Willis Lease Finance Corporation, a Delaware corporation (the “Issuer”), as amended on August 28, 2013, October 1, 2013, July 7, 2015, December 23, 2015, March 23, 2016, May 20, 2016, June 8, 2016, October 6, 2016, April 4, 2018, September 13, 2018, April 1, 2019, June 27, 2019, September 16, 2019, November 4, 2019, February 10, 2020, March 10, 2020, March 16, 2020, April 6, 2020, August 26, 2020, September 17, 2020, March 16, 2021, March 23, 2021, June 25, 2021, August 11, 2021, September 7, 2021, April 5, 2022, November 17, 2022, January 18, 2023, March 14, 2023, and March 16, 2023 (together with the Initial 13D, the “13D”), is hereby amended as set forth below. Capitalized terms not defined herein have the meanings ascribed to them in the 13D.

The Consortium previously submitted a non-binding indication of interest on November 17, 2022 to the Issuer’s Board of Directors to acquire all of the outstanding Shares of the Issuer that are not owned by CFW, Charles F. Willis, IV, Austin Chandler Willis and their respective affiliates at a cash purchase price of $45.00 per Share (the “Offer Price”). On March 9, 2023, the Special Committee responded to the Consortium’s indication of interest with a counterproposal requesting that the Consortium increase its Offer Price to $61.00. In response, the Consortium increased its Offer Price to $47.00 on March 13, 2023. On March 20, 2023, the Special Committee requested that the Consortium further increase its Offer Price to $58.50.

On March 29, 2023, in an effort to bring this process to an immediate and final conclusion, the Consortium delivered a letter (the “Second Letter”) to the Special Committee increasing its Offer Price one final time to $50.00. The Consortium believes this is a full and fair price for the acquisition and has no interest in engaging in further rounds of back and forth negotiations with the Special Committee. The Consortium’s increased Offer Price provides the Issuer’s stockholders immediate liquidity at an attractive premium of 16.7% to the unaffected trading price of the Issuer’s stock prior to the announcement of the Consortium’s initial proposal.

The foregoing description of the Second Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Letter, which is filed as Exhibit 2 hereto.

While the Reporting Persons believe the Offer Price represents a fair value for the Shares, the ultimate terms of a transaction (if any), including price, will be determined through negotiations between the Consortium and the Special Committee, and accordingly there can be no assurance that an agreement for a transaction will be entered into or that the terms of any such transaction will not differ materially from the terms contemplated by the Second Letter.

Except as set forth in this Item 4, the Reporting Persons do not have any plans or proposals with respect to any of the actions specified in Item 4 of the 13D.

Item 7 is hereby amended and supplemented by adding the following exhibits as the last exhibits of Item 7 of the 13D:

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete, and correct.

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