Willis Lease Finance Corporation Announces Closing of $392,900,000 in Fixed Rate Notes

Rhea-AI Summary

Willis Lease Finance (NASDAQ: WLFC) announced that its subsidiary Willis Engine Structured Trust IX completed a private offering of fixed rate notes totaling $392.9 million on December 23, 2025. WEST issued $337.4M of Series A notes (5.159% coupon) and $55.5M of Series B notes (5.696% coupon), each issued at roughly par with an expected maturity of ~6 years, an expected weighted average life of 4.1 years, and a final maturity of 25 years.

The Notes are secured by WEST’s interests in a portfolio of 47 aircraft engines and 2 airframes to be acquired from Willis Lease or its subsidiaries, and were sold under Rule 144A and Regulation S (not registered under the Securities Act).

Positive

• Total financing of $392.9M completed
• Notes secured by 47 engines and 2 airframes
• Expected weighted average life of 4.1 years limits term exposure
• Issued near-par pricing (~99.999%) indicating market demand

Negative

• Fixed coupons of 5.159% and 5.696% increase interest expense
• Notes sold under Rule 144A/Reg S and not registered, restricting U.S. resale

News Market Reaction – WLFC

+2.83%

1 alert

+2.83% News Effect

On the day this news was published, WLFC gained 2.83%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Total notes issued: $392,900,000 Series A Notes: $337,400,000 Series B Notes: $55,500,000 +5 more

8 metrics

Total notes issued $392,900,000 Aggregate principal of Series A and B Fixed Rate Notes

Series A Notes $337,400,000 Aggregate principal amount of Series A Fixed Rate Notes

Series B Notes $55,500,000 Aggregate principal amount of Series B Fixed Rate Notes

Series A coupon 5.159% Fixed coupon on Series A Fixed Rate Notes

Series B coupon 5.696% Fixed coupon on Series B Fixed Rate Notes

Engine collateral 47 aircraft engines Portfolio securing the Notes

Airframe collateral 2 airframes Additional assets securing the Notes

Weighted average life 4.1 years Expected weighted average life of the Notes

Market Reality Check

Price: $185.71 Vol: Volume 70,841 is 1.54x th...

high vol

$185.71 Last Close

Volume Volume 70,841 is 1.54x the 20-day average of 46,150 shares. high

Technical Price 136.68 is trading below the 200-day MA of 141.56.

Peers on Argus

Peers showed mixed moves: HTZ up 7.89%, VSTS up 4.39%, PRG up 1.24%, while CTOS ...

Peers showed mixed moves: HTZ up 7.89%, VSTS up 4.39%, PRG up 1.24%, while CTOS slipped 0.17% and RCII was flat. With no peers in the momentum scanner, WLFC’s action appears more company-specific.

Historical Context

5 past events · Latest: Dec 18 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 18	Credit partnership	Positive	-0.2%	Up to $600M Liberty Mutual capital for engine credit strategy.
Dec 11	Debt pricing	Neutral	-2.3%	Priced $392.9M Series A/B notes secured by engines and airframes.
Dec 10	Debt offering	Neutral	+3.6%	Announced $392.9M WEST IX notes offering to institutional investors.
Nov 10	Management hire	Positive	+1.0%	Appointed SVP M&A to drive global portfolio growth initiatives.
Nov 04	Earnings report	Positive	-6.0%	Q3 revenue and pre-tax income grew over 25% year over year.

Pattern Detected

Recent news has generally been constructive (financing, partnership, strong Q3), yet share reactions to positive updates have sometimes been negative, indicating occasional divergence between fundamentals news and short-term price moves.

Recent Company History

Over the last two months, WLFC reported strong Q3 2025 results with revenue of $183.4M and pre-tax income of $43.2M, but the stock fell nearly 6% the next day. It then announced a $392.9M fixed-rate notes offering and later pricing for 47 engines and 2 airframes, plus a $600M Liberty Mutual partnership to fund its credit strategy. Today’s closing of the notes transaction follows through on that previously announced financing structure.

Market Pulse Summary

This announcement confirms closing of the previously priced $392.9M fixed-rate notes secured by 47 e...

Analysis

This announcement confirms closing of the previously priced $392.9M fixed-rate notes secured by 47 engines and 2 airframes, advancing WLFC’s structured financing strategy. It follows earlier disclosures about the WEST IX transaction and robust Q3 2025 operating performance. Investors may monitor how proceeds interact with existing debt reported in the latest 10-Q, as well as future engine utilization trends and any additional capital markets activity.

Key Terms

fixed rate notes, asset purchase agreement, regulation s, rule 144a, +2 more

6 terms

fixed rate notes financial

"has completed the previously announced offering of $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.

asset purchase agreement financial

"which WEST will acquire from WLFC or its other subsidiaries pursuant to an asset purchase agreement."

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

regulation s regulatory

"to U.S. persons (as defined in 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

"The Notes are being 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.

weighted average life financial

"an expected weighted average life (based on certain modeling assumptions) of 4.1 years"

Weighted average life (WAL) measures the average time it takes for an investor to get back the principal of a loan or bond, weighted by the size and timing of each principal payment. It matters because it tells investors how long their money is actually at risk and helps compare instruments with different payment schedules—like knowing the average time you’ll get slices of a pie rather than when the whole pie might return.

AI-generated analysis. Not financial advice.

COCONUT CREEK, Fla., Dec. 23, 2025 (GLOBE NEWSWIRE) -- Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”), the leading lessor of commercial aircraft engines and global provider of aviation services, announced today that its wholly-owned subsidiary, Willis Engine Structured Trust IX (“WEST”), has completed the previously announced offering of $337,400,000 in aggregate principal amount of Series A Fixed Rate Notes (the “Series A Notes”) and $55,500,000 in aggregate principal amount of Series B Fixed Rate Notes (the “Series B Notes” and, together with the Series A Notes, the “Notes”). The Notes are secured by, among other things, WEST’s direct and indirect interests in a portfolio of 47 aircraft engines and two airframes, which WEST will acquire from WLFC or its other subsidiaries pursuant to an asset purchase agreement.

The Series A Notes and Series B Notes have a fixed coupon of 5.159% and 5.696%, respectively, an expected maturity of approximately six years, an expected weighted average life (based on certain modeling assumptions) of 4.1 years and a final maturity of 25 years. The Series A Notes and Series B Notes were issued at a price of 99.99937% and 99.99686% of par, respectively.

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.

Willis Lease Finance Corporation

Willis Lease Finance Corporation (“WLFC”) leases large and regional spare commercial aircraft engines, auxiliary power units and aircraft to airlines, aircraft engine manufacturers and maintenance, repair, and overhaul providers worldwide. These leasing activities are integrated with engine and aircraft trading, engine lease pools and asset management services through Willis Asset Management Limited, as well as various end-of-life solutions for engines and aviation materials provided through Willis Aeronautical Services, Inc. Through Willis Engine Repair Center®, Jet Centre by Willis, and Willis Aviation Services Limited, the Company’s service offerings include Part 145 engine maintenance, aircraft line and base maintenance, aircraft disassembly, parking and storage, airport FBO and ground and cargo handling services. Willis Sustainable Fuels intends to develop, build and operate projects to help decarbonize aviation.

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 the COVID-19 pandemic; changes in oil prices, rising inflation and other disruptions to 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. These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.

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

FAQ

What did WLFC announce on December 23, 2025 regarding financing?

WLFC said WEST completed a private offering of fixed rate notes totaling $392.9 million on December 23, 2025.

What are the coupon rates and sizes of the WLFC WEST notes (Dec 23, 2025)?

Series A: $337.4M at 5.159%; Series B: $55.5M at 5.696%.

What collateral backs the WEST notes issued by WLFC on Dec 23, 2025?

The Notes are secured by WEST’s direct and indirect interests in a portfolio of 47 aircraft engines and 2 airframes.

What are the maturities and weighted average life of WLFC’s WEST notes?

The Notes have an expected maturity of about 6 years, a final maturity of 25 years, and an expected weighted average life of 4.1 years.

Were WLFC’s WEST notes registered for public sale in the U.S.?

No; the Notes were not registered under the Securities Act and were offered under Rule 144A and Regulation S.