WILLIS LEASE FINANCE CORP 8-K

What Happened
Willis Lease Finance Corporation (WLFC) and its wholly owned subsidiary Willis Engine Structured Trust IX (WEST) closed an offering on December 23, 2025 of $392.9 million aggregate principal amount of fixed‑rate notes. The notes were issued in two series — Series A $337.4M (5.159% coupon) and Series B $55.5M (5.696% coupon) — with an expected weighted average life of 4.1 years, an expected maturity of ~6 years and a final legal maturity of 25 years. The notes are secured by WEST’s ownership interests in a portfolio of 47 aircraft engines and two airframes that WEST is acquiring from Willis under an asset purchase agreement.

Key Details

• Total offering: $392,900,000 (Series A $337,400,000; Series B $55,500,000).
• Coupon and pricing: Series A 5.159% (issued at 99.99937% of par); Series B 5.696% (issued at 99.99686% of par).
• Collateral & structure: Secured by WEST’s interests in 47 engines and 2 airframes; assets of WEST are pledged for noteholders and are not available to satisfy obligations of Willis or other affiliates.
• Use of proceeds & fees: Net proceeds will pay issuance costs, fund reserve accounts (maintenance, security deposits), and pay Willis over a 270‑day delivery period for the assets; Willis may use any net proceeds it receives for general corporate purposes.
• Servicing and credit support: Willis will serve as servicer and administrative agent (fees: senior rent‑based 8.0%, subordinated rent‑based 3.5%, sale fee 3.0%, admin agent 2.0%). WEST also entered an indenture, security trust agreement and a revolving credit facility to cover certain WEST obligations (including note interest for a period).
• Distribution rules: WEST cash will be collected into pledged accounts to service the notes first; remaining amounts (after debt service and defined expenses) will be distributed to Willis. Notes sold under Rule 144A and Regulation S (not registered under the Securities Act).

Why It Matters
This transaction creates a dedicated, asset‑backed financing vehicle (WEST) that raises near‑term liquidity for the company by converting a portfolio of engines and airframes into bond financing. For investors, the key points are the size of the financing, the fixed coupons and expected cash flow timing, and that the collateral and pledged accounts sit at WEST — not at Willis generally — so credit recovery for these notes is tied to the WEST collateral and defined cash flows. The filing also discloses customary covenants and default events in the indenture and confirms the notes are offered only to qualified institutional buyers or outside the U.S. under applicable exemptions.