Willis Lease Finance Corporation Announces $596 Million Notes Offering

Strategic Insights -

Willis Lease Finance Corporation, a leading lessor of commercial jet engines, has announced the offering of $524 million in aggregate principal amount of Series A Fixed Rate Notes and $72 million in aggregate principal amount of Series B Fixed Rate Notes. The Notes will be secured by a portfolio of 62 aircraft engines and two airframes, which will be acquired from the company or its subsidiaries. The net proceeds will be primarily applied to pay fees and expenses related to the offering, deposit amounts in reserve accounts, and pay the consideration for the aircraft engines and airframes.

Key Takeaways:

  • Willis Lease Finance Corporation's wholly-owned subsidiary, Willis Engine Structured Trust VIII, is offering $596 million in aggregate principal amount of fixed rate notes, consisting of $524 million in Series A notes and $72 million in Series B notes.
  • The Notes will be secured by a portfolio of 62 aircraft engines and two airframes, which will be acquired from the company or its subsidiaries.
  • The net proceeds will be primarily applied to pay fees and expenses related to the offering, deposit amounts in reserve accounts, and pay the consideration for the aircraft engines and airframes.
  • The Notes are being offered only to qualified institutional buyers under Rule 144A under the Securities Act and outside the United States in compliance with Regulation S under the Securities Act.
  • The offering is not registered under the Securities Act of 1933, as amended, or any other securities laws of any jurisdiction, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from registration requirements.

Statistics:

  • $596 million: Aggregate principal amount of fixed rate notes being offered
  • $524 million: Aggregate principal amount of Series A Fixed Rate Notes
  • $72 million: Aggregate principal amount of Series B Fixed Rate Notes
  • 62: Number of aircraft engines securing the Notes
  • 2: Number of airframes securing the Notes
  • 270 days: Delivery period for the consideration of the aircraft engines and airframes
  • 10-K: Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission

Sources:

  • June 3, 2025, news release announcing the offering by WEST of $596 million of fixed rate notes (Exhibit 99.1)
  • Rule 144A under the Securities Act of 1933, as amended (issuer not specified)
  • Regulation S under the Securities Act of 1933, as amended (issuer not specified)
  • Willis Lease Finance Corporation's Annual Report on Form 10-K, filed with the Securities and Exchange Commission (no date specified)