Willis Lease Announces Offering of $392.9 Million in Fixed Rate Notes

Rhea-AI Summary

Willis Lease Finance (NASDAQ: WLFC) announced that its subsidiary Willis Engine Structured Trust IX will offer a total of $392.9 million of fixed rate notes: $337.4M Series A and $55.5M Series B on Dec 10, 2025. The notes are secured by WEST’s interests in a portfolio of 47 engines and 2 airframes that WEST will acquire from WLFC under an asset purchase agreement.

Net proceeds will primarily pay offering fees and reserve deposits and will be used to pay WLFC over a 270-day delivery period; WLFC intends to apply any net proceeds it receives to repay asset-collateralized debt and for general corporate purposes. The notes will be offered to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S and will not be registered in the United States.

Positive

• $392.9M aggregate note offering (Series A + Series B)
• Collateralized by 47 aircraft engines and 2 airframes
• Proceeds to pay WLFC over a 270-day delivery period
• WLFC plans to use net proceeds to repay asset-collateralized debt

Negative

• Notes not registered in the U.S.; resale restricted to QIBs and non-U.S. persons
• Net proceeds primarily allocated to fees, reserve accounts before company use

Key Figures

Total fixed rate notes $392.9M Combined Series A and B notes offered by WEST

Series A notes $337.4M Aggregate principal amount of Initial Series A Fixed Rate Notes

Series B notes $55.5M Aggregate principal amount of Initial Series B Fixed Rate Notes

Engine collateral 47 aircraft engines Portfolio securing the notes via WEST interests

Airframe collateral 2 airframes Additional assets securing the notes

Delivery period 270 days Period over which WLFC receives consideration for assets

Pre-news share price $130.03 Last price before announcement

52-week range $114.01–$229.6742 Pre-news 52-week low and high

Market Reality Check

$130.03 Last Close

Volume Volume 27,099 is below the 20-day average of 45,162 ahead of this offering news. low

Technical Shares at $130.03 are trading below the $144.23 200-day moving average before the announcement.

Peers on Argus

Peer moves are mixed, with changes ranging from -3.52% (VSTS) to +4.91% (HTZ), suggesting this structured notes offering is more company-specific than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 10	Leadership appointment	Positive	+1.0%	Appointment of SVP M&A to drive global portfolio growth.
Nov 04	Earnings results	Positive	-6.0%	Strong Q3 revenue and record lease and maintenance reserves.
Nov 03	Credit facility	Positive	-1.8%	New $750M five-year revolving credit facility for WMES JV.
Oct 21	Capacity expansion	Positive	-0.3%	250-year lease for 50 acres to expand MRO operations.
Oct 20	Earnings timing	Neutral	+1.3%	Announcement of Q3 results release and conference call schedule.

Pattern Detected

Recent history shows several positive strategic and financial updates followed by flat-to-negative next-day moves, indicating that strong fundamentals have not always translated into immediate price gains.

Recent Company History

Over the last few months, WLFC reported stronger fundamentals, including Q3 2025 revenue of $183.4M and higher lease and maintenance reserve revenues, yet the stock fell 5.96% after earnings. Strategic financing, such as the $750.0M WMES revolving credit facility, and long-term operational expansion via a 250-year lease for 50 acres at Teesside also saw modest or negative reactions. Leadership additions and event announcements generated smaller positive moves. Today’s fixed rate notes offering fits into this pattern of active balance sheet and growth management.

Market Pulse Summary

This announcement details a $392.9M fixed rate notes offering through WEST, secured by 47 aircraft engines and 2 airframes. Proceeds will fund offering costs, reserves and staged consideration over a 270-day period, with WLFC using cash received mainly to repay debt tied to these assets and for general corporate purposes. In context of prior financings and Q3 results, investors may watch leverage metrics, collateral performance and subsequent SEC filings for how this transaction shapes the company’s capital structure.

Key Terms

fixed rate notes financial

"proposes to offer $337,400,000 in aggregate principal amount of Series A Fixed Rate Notes"

Debt securities that pay a set, unchanging interest rate for a specified period and return the original loan amount at maturity. They matter to investors because they offer predictable income—like a fixed rent check from a building—but their market value can still move with overall interest rates and the issuer’s credit, affecting resale price and risk if you sell before maturity.

regulation s regulatory

"non-U.S. persons in accordance with Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

rule 144a regulatory

"buyers as defined in, and in reliance on, Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

qualified institutional buyers financial

"offered only to persons reasonably believed to be “qualified institutional buyers”"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

AI-generated analysis. Not financial advice.

COCONUT CREEK, Fla., Dec. 10, 2025 (GLOBE NEWSWIRE) -- Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”), a leading lessor of commercial jet engines, announced today that its wholly-owned subsidiary, Willis Engine Structured Trust IX (“WEST”), proposes to offer $337,400,000 in aggregate principal amount of Series A Fixed Rate Notes (the “Initial Series A Notes”) and $55,500,000 in aggregate principal amount of Series B Fixed Rate Notes (the “Initial Series B Notes” and, together with the Initial Series A Notes, the “Initial Notes”). The Notes will be secured by, among other things, WEST’s direct and indirect interests in a portfolio of 47 aircraft engines and 2 airframes, which WEST will acquire from WLFC or its other subsidiaries pursuant to an asset purchase agreement.

The net proceeds of the Notes will be primarily applied to (i) pay certain fees and expenses related to the offering of the Notes, (ii) deposit initial amounts in reserve accounts for security deposits, maintenance expenses and other expenses and (iii) pay WLFC periodically over a 270-day delivery period the consideration for the aircraft engines and the airframes acquired by WEST from WLFC in connection with the financing. WLFC and its subsidiaries will apply any net proceeds it receives to repay debt collateral by the assets and for general corporate purposes.

The Notes being offered by WEST have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other securities laws of any jurisdiction, and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) absent registration or an applicable exemption from registration requirements. The Notes are being offered only to persons reasonably believed to be “qualified institutional buyers” as defined in, and in reliance on, Rule 144A under the Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act.

This 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 prior to registration or qualification under the Securities Act or the securities laws of any such jurisdiction. This news release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Except for historical information, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties. Do not unduly rely on forward-looking statements, which give only expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, except as required by law. Our actual results may differ materially from the results discussed in forward-looking statements. Factors that might cause such a difference include, but are not limited to: the effects on the airline industry and the global economy of events such as war, terrorist activity and global pandemics; changes in oil prices, rising inflation and other disruptions to the world markets; trends in the airline industry and our ability to capitalize on those trends, including growth rates of markets and other economic factors; risks associated with owning and leasing jet engines and aircraft; our ability to successfully negotiate equipment purchases, sales and leases, to collect outstanding amounts due and to control costs and expenses; changes in interest rates and availability of capital, both to us and our customers; our ability to continue to meet changing customer demands; regulatory changes affecting airline operations, aircraft maintenance, accounting standards and taxes; the market value of engines and other assets in our portfolio; and risks detailed in the Company’s Annual Report on Form 10-K and other continuing and current reports filed with the Securities and Exchange Commission. It is advisable, however, to consult any further disclosures the Company makes on related subjects in such filings.

CONTACT:	Scott B. Flaherty
	Executive Vice President & Chief Financial Officer
	sflaherty@willislease.com
	561.413.0112

FAQ

How much is Willis Lease (WLFC) raising with the Dec 10, 2025 note offering?

WLFC’s subsidiary is offering a total of $392.9 million of fixed rate notes: $337.4M Series A and $55.5M Series B.

What assets secure the WLFC subsidiary’s $392.9M notes?

The notes are secured by WEST’s interests in a portfolio of 47 aircraft engines and 2 airframes acquired from WLFC.

How will the net proceeds from the WLFC note offering be used?

Proceeds will primarily pay offering fees and reserve deposits, and will be used to pay WLFC over a 270-day delivery period; WLFC will apply any net proceeds it receives to repay asset-collateralized debt and for general corporate purposes.

Who can buy the Willis Engine Structured Trust IX notes (WLFC related)?

The notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons in accordance with Regulation S.

Will the WLFC-related notes be registered for sale in the U.S.?

No. The notes have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the U.S. absent registration or an applicable exemption.

Does the WLFC offering immediately increase company cash?

Proceeds will first cover offering fees, reserve accounts, and payments to WLFC over a 270-day delivery period, so immediate net cash to WLFC depends on amounts received during that period.