Willis Lease Finance Corporation Announces Pricing of $392.9 Million in Fixed Rate Notes

Rhea-AI Summary

Willis Lease Finance (NASDAQ: WLFC) announced that subsidiary Willis Engine Structured Trust IX priced $337.4M of Series A fixed-rate notes and $55.5M of Series B fixed-rate notes, totaling $392.9M. The Notes are secured by WEST’s interests in a portfolio of 47 aircraft engines and 2 airframes that WEST will acquire from WLFC under an asset purchase agreement. The Series A coupon is 5.159% and Series B is 5.696%, with an expected weighted average life of 4.1 years, expected maturity ~six years, final maturity of 25 years, and planned closing on Dec 23, 2025.

Positive

• Securitized financing of $392.9M supports engine portfolio liquidity
• Collateral covers 47 engines and 2 airframes
• Fixed coupons provide predictable interest costs: 5.159%/5.696%
• Expected weighted average life of 4.1 years limits near-term cash flow exposure

Negative

• Notes are not registered in the U.S., limiting U.S. secondary-market liquidity
• Final maturity of 25 years extends structural obligations beyond expected WAL

Key Figures

Total notes offered $392.9 million Aggregate principal amount of fixed rate notes by WEST

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

Collateral engines 47 aircraft engines Portfolio securing the WEST notes

Expected maturity 6 years Expected maturity of Series A and B Notes

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

Market Reality Check

$136.03 Last Close

Volume Volume 76,174 vs 20-day average 47,445 (relative volume 1.61x) ahead of this note pricing. high

Technical Price 136.03 is trading below the 200-day MA of 143.96, indicating a move off recent lows but under longer-term trend.

Peers on Argus

WLFC gained 3.58% while key peers were mixed to negative: HTZ -5.64%, PRG -1.95%, CTOS -0.16%, RCII flat, and VSTS up 0.42%, suggesting a stock-specific reaction.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 10	Note offering	Neutral	+3.6%	Announced WEST offering of $392.9M fixed rate notes secured by engines and airframes.
Nov 10	Management hire	Positive	+1.0%	Appointed David Hooke as SVP M&A to lead global growth strategy.
Nov 04	Quarterly earnings	Positive	-6.0%	Reported Q3 2025 revenue $183.4M and record lease and maintenance revenues.
Nov 03	Credit facility	Positive	-1.8%	JV WMES entered new $750.0M five-year revolving credit facility with MUFG Bank.
Oct 21	Capacity expansion	Positive	-0.3%	Signed 250-year lease for 50 acres at Teesside to expand MRO capacity.

Pattern Detected

Recent news often led to mixed or negative reactions, with several positive operational and financing updates followed by price declines, while the latest note offering-related news coincided with an upward move.

Recent Company History

Over the last few months, WLFC reported strong Q3 2025 growth, including revenue of $183.4M and higher lease and maintenance reserve revenues, yet the stock fell 5.96% after those earnings. Financing actions such as the $750.0M WMES revolver on Oct 31, 2025 and the $392.9M WEST note offering announced on Dec 10, 2025 have featured prominently, alongside strategic expansion (Teesside 50-acre lease) and leadership additions. Today’s pricing of the WEST notes follows directly from the prior day’s offering announcement, continuing this balance-sheet-focused news flow.

Market Pulse Summary

This announcement details the pricing of $392.9M in secured fixed rate notes at coupons of 5.159% and 5.696%, backed by 47 engines and 2 airframes that WLFC will sell to WEST. It follows earlier financing moves, including a $750.0M revolving credit facility at JV WMES and strong Q3 2025 operating performance. Investors may focus on how additional funding interacts with existing debt levels, asset values, and utilization trends in future filings and earnings updates.

Key Terms

fixed rate notes financial

"has priced $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.

qualified institutional buyers regulatory

"offered only to persons reasonably believed to be “qualified institutional buyers” as defined in, and in reliance on, Rule 144A"

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.

Rule 144A regulatory

"qualified institutional 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.

Regulation S regulatory

"outside the United States to 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.

AI-generated analysis. Not financial advice.

COCONUT CREEK, Fla., Dec. 11, 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 priced $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 will be 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 planned closing date is December 23, 2025.

The Series A and B Notes will 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 and B Notes will be 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. This news release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

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 amount did WLFC subsidiary WEST price in fixed-rate notes on December 11, 2025?

WEST priced a total of $392.9M in fixed-rate notes: $337.4M Series A and $55.5M Series B.

What collateral secures the WEST notes backing WLFC assets (WLFC)?

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

What are the coupons, expected life, and planned closing date for WEST’s notes (WLFC)?

Series A coupon 5.159%, Series B coupon 5.696%, expected weighted average life 4.1 years, planned closing Dec 23, 2025.

Will the WEST notes be registered in the United States (WLFC)?

No; the Notes have not been and will not be registered under the Securities Act and are offered under Rule 144A and Regulation S.

How were the Series A and B notes priced relative to par for WLFC’s WEST offering?

Series A priced at 99.99937% of par and Series B at 99.99686% of par.

What is the expected maturity profile for WEST’s fixed-rate notes issued by WLFC?

The Notes have an expected maturity of approximately six years with a final maturity of 25 years.