Willis Lease Finance Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): June 5, 2025
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Item 1.01 Entry into a Material Definitive Agreement.
On June 5, 2025, Willis Lease Finance Corporation (the “Company”) and its direct, wholly-owned subsidiary, Willis Engine Structured Trust VIII (“WEST”), entered into a note purchase agreement dated June 5, 2025 (the “Note Purchase Agreement”) with MUFG Securities Americas Inc., Wells Fargo Securities, LLC, BNP Paribas Securities Corp., BofA Securities, Inc., and Credit Agricole Securities (USA) Inc. as representatives to the several initial purchasers named therein (collectively, the “Initial Purchasers”). The Note Purchase Agreement provides for the issuance and sale of $524,000,000 in aggregate principal amount of Series A Fixed Rate Notes (the “Series A Notes”) and $72,000,000 in aggregate principal amount of Series B Fixed Rate Notes (the “Series B Notes” and, together with the Series A Notes, 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 62 aircraft engines and two 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 the satisfaction of a variety of customary conditions precedent, is scheduled to close on June 18, 2025. The Company can give no assurance that the transaction will close on that date or at all.
Item 8.01 Other Events.
On June 6, 2025, the Company issued a news release announcing the pricing of the Notes. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes are being offered only to qualified institutional buyers under Rule 144A under the Securities Act and outside the United States in compliance with Regulation S under the Securities Act.
Item 9.01 Financial Statements & Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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SIGNATURES
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 the undersigned duly authorized officer.
Dated: June 6, 2025
| WILLIS LEASE FINANCE CORPORATION | ||||||||
| By: | /s/ Scott B. Flaherty | |||||||
| Scott B. Flaherty | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
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