Willis Lease Finance Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$WLFC
Industrial Specialties
Consumer Discretionary
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): May 7, 2025
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Item 1.01 Entry into a Material Definitive Agreement
On May 7, 2025, Willis Asset Management Limited (“WAML”), a wholly-owned subsidiary of Willis Lease Finance Corporation (“WLFC”) entered into a Share Purchase Agreement (the “SPA”), by and between WAML and Willis Mitsui & Co Engine Support Limited (“WMES”), the Irish incorporated engine and aircraft leasing joint venture between WLFC and Mitsui & Co., Ltd. (“Mitsui”). Each of WLFC and Mitsui holds a 50% interest in WMES. Pursuant to the SPA, WAML has agreed to sell the entire issued share capital of Bridgend Asset Management Limited (“BAML”), a United Kingdom-based aviation consultancy business, to WMES for a total purchase price of $45.0 million subject to certain working capital adjustments. The sale of the issued share capital of BAML to WMES is subject to the satisfaction of certain closing conditions as set forth in the SPA. The closing of the transaction will occur on the first calendar day of the month immediately following the month in which the closing conditions were satisfied or waived; provided, that if there is less than five business days between those two dates, the closing shall occur on the first calendar day of the subsequent calendar month.
The foregoing description of the SPA is qualified in its entirety by reference to the definitive agreement, which will be filed as an exhibit to WLFC’s Quarterly Report on Form 10-Q for the period ending June 30, 2025.
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: May 8, 2025
| WILLIS LEASE FINANCE CORPORATION | ||||||||
| By: | /s/ Scott B. Flaherty | |||||||
| Scott B. Flaherty | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
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