Willis Lease Finance Corporation Prices Upsized Convertible Senior Notes Offering and Borrowed Common Stock Offering to Facilitate Hedging Transactions
Rhea-AI Summary
Willis Lease Finance (NASDAQ: WLFC) priced an upsized public offering of $200 million 2.50% convertible senior notes due 2031, with expected net proceeds of about $193.1 million and a 30-day option for an additional $30 million.
The company plans to temporarily repay its revolving credit facility before using funds for general corporate purposes. A concurrent delta offering of 281,250 borrowed shares at $192.00 per share will facilitate investors’ hedging; no new shares are issued and WLFC receives no stock-sale proceeds.
Positive
- Upsized convertible notes offering to $200 million from $175 million
- Expected net proceeds of approximately $193.1 million
- Additional $30 million over-allotment option for the notes
- Low fixed coupon of 2.50% with maturity in 2031
- Initial conversion price of about $268.80, a 40% premium to $192.00
- Proceeds intended to repay revolving credit facility and fund general purposes
Negative
- Convertible structure may lead to equity dilution above $268.80 per share
- New senior unsecured debt adds interest obligations at 2.50%
- Company receives no proceeds from the 281,250-share concurrent delta stock sale
- Potential cash outlay if noteholders require repurchase after a fundamental change
News Market Reaction – WLFC
On the day this news was published, WLFC declined 10.31%, reflecting a significant negative market reaction. Argus tracked a trough of -6.1% from its starting point during tracking. Our momentum scanner triggered 17 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $158M from the company's valuation, bringing the market cap to $1.37B at that time. Trading volume was above average at 1.7x the daily average, suggesting increased trading activity.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Previous Offering Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Dec 10 | Secured notes offering | Positive | +3.6% | Subsidiary issued $392.9M fixed notes secured by engine and airframe portfolio. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Prior capital markets activity tagged as an offering coincided with a moderately positive price reaction of about 3.58% the next day.
Recent WLFC news has focused on growth and funding. An offering in Dec 2025 via Willis Engine Structured Trust IX placed $392.9M of fixed rate notes backed by 47 engines and 2 airframes, with proceeds used to repay asset‑collateralized debt and for general corporate purposes. Today’s convertible senior notes and associated delta offering follow that pattern of using capital markets structures to support balance sheet management and growth funding.
Key Terms
convertible senior notes financial
over-allotments financial
fundamental change regulatory
prospectus supplement regulatory
registration statement regulatory
forward-looking statements regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
COCONUT CREEK, Fla., May 14, 2026 (GLOBE NEWSWIRE) -- Willis Lease Finance Corporation (NASDAQ: WLFC) (the “Company”), the leading lessor of commercial aircraft engines and global provider of aviation services, announced today the pricing of its public offering (the “Notes Offering”) of
Morgan Stanley & Co. LLC, BofA Securities and Deutsche Bank Securities Inc. are acting as joint book-running managers for the Notes Offering.
The Notes will be senior, unsecured obligations of the Company, will accrue interest payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026, and will mature on May 15, 2031, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their Notes in certain circumstances and during specified periods based on the applicable conversion rate. The Company will settle conversions of Notes by paying or delivering, as applicable, cash or a combination of cash and shares of its common stock, at its election. The initial conversion rate is 3.7202 shares of common stock per
The Notes will be redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after May 21, 2029 and on or before the 41st scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of its common stock exceeds
If a “fundamental change” (which will be defined in the indenture that will govern the Notes to include certain change-of-control events and the delisting of the Company’s common stock) occurs, then, subject to a limited exception, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.
Concurrently with the Notes Offering, Morgan Stanley & Co. LLC, acting on behalf of itself and/or its affiliates (in such capacity, the “delta underwriter”) is offering and selling short, in a separate, underwritten public offering under the Act, 281,250 shares of the Company’s common stock to be borrowed from non-affiliate third parties to facilitate hedging transactions by certain investors subscribing for the Notes (the “Concurrent Delta Offering”). The delta underwriter will initially offer the shares of the Company’s common stock directly to the public at a price of
The Concurrent Delta Offering and Notes Offering are contingent upon one another.
The Notes Offering will be made pursuant to an effective shelf registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 15, 2025 (the “Registration Statement”) and a prospectus supplement. The Notes Offering will be made only by means of a prospectus supplement and an accompanying prospectus. The Concurrent Delta Offering will be made pursuant to the Registration Statement and a prospectus supplement. The Concurrent Delta Offering will be made only by means of a prospectus supplement and an accompanying prospectus. A copy of the preliminary prospectus supplements, together with the accompanying prospectuses and the Registration Statement relating to each offering, when available, may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, a copy of the preliminary prospectus supplements (or, when available, the final prospectus supplement), together with the accompanying prospectuses relating to each offering, may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, email: prospectus@morganstanley.com, and a copy of the preliminary prospectus supplement (or, when available, the final prospectus supplement), together with the accompanying prospectus relating to the Notes Offering, may also be obtained from BofA Securities, 201 North Tryon Street, Charlotte, North Carolina 28255, Attention: Prospectus Department, email: dg.prospectus_requests@bofa.com, and from Deutsche Bank Securities Inc., Attention: Prospectus Department, 1 Columbus Circle, New York, New York 10019, telephone: 800-503-4611, email: prospectus.cpdg@db.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Willis Lease Finance Corporation
Willis Lease Finance Corporation leases large and regional spare commercial aircraft engines 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 Mitsui & Co. 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.
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. The Company’s 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 the Company’s 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; the Company’s 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 the Company and its customers; the Company’s 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 the Company’s 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 |
| EVP & Chief Financial Officer | |
| (561) 413-0112 |
