On December 10, 2025, Willis Lease Finance Corporation (NASDAQ: WLFC) made a significant announcement regarding its financing strategy through its wholly-owned subsidiary, Willis Engine Structured Trust IX (WEST). The company has proposed an offering of $392.9 million in fixed-rate notes, comprised of two series aimed at bolstering its asset acquisition and financial positioning.

2. Details of the Offering

The proposed offering consists of:

Series A Fixed Rate Notes: $337,400,000 in aggregate principal amount.

Series B Fixed Rate Notes: $55,500,000 in aggregate principal amount.

These notes, collectively referred to as the "Initial Notes," will be secured by a portfolio that includes 47 aircraft engines and 2 airframes. WEST plans to acquire these assets from Willis Lease Finance Corporation or its subsidiaries through an asset purchase agreement.

3. Purpose of Proceeds

The net proceeds from this offering will be strategically allocated for several key purposes:

Fees and Expenses: A portion will cover fees and expenses related to the offering itself.

Reserve Accounts: Initial amounts will be deposited into reserve accounts intended for security deposits, maintenance expenses, and other operational costs.

Acquisition Costs: The remaining proceeds will be used to pay WLFC over a period of 270 days for the aircraft engines and airframes acquired by WEST.

Furthermore, any net proceeds WLFC receives will be utilized to repay debt secured by the assets or for general corporate purposes, enhancing the company's liquidity and financial stability.

4. Regulatory Considerations

It's important to note that the notes being offered by WEST have not been registered under the Securities Act of 1933 and may not be sold in the United States or to U.S. persons without proper registration or an exemption. The offering will be directed solely to "qualified institutional buyers" as defined under Rule 144A of the Securities Act, and will also be available outside the U.S. to non-U.S. persons in accordance with Regulation S.

5. Forward-Looking Statements

In the press release, Willis Lease also included a cautionary note regarding forward-looking statements. The company acknowledged that these statements involve risks and uncertainties that could cause actual results to differ materially. Factors influencing these outcomes include geopolitical events, changes in oil prices, inflationary pressures, and trends within the airline industry among others.

6. Conclusion

The announcement by Willis Lease Finance Corporation marks a significant step in their financial strategy, aiming to strengthen their asset portfolio while managing costs effectively. As the aviation sector continues to navigate a complex economic landscape, the financial maneuvers undertaken by companies like WLFC will be critical in ensuring their sustained growth and operational efficiency. Investors and market analysts will be keenly watching how this offering unfolds and its subsequent impact on the company's performance and the broader aviation leasing market.

Original press release