Willis Lease Finance Corp Announces Acquisition of Aircraft Portfolio

What Happened

• Willis Lease Finance Corporation (WLFC) filed an 8-K on July 14, 2026 disclosing a Purchase and Sale Agreement under which a WLFC subsidiary (the Purchaser) agreed to buy WNG II Aircraft Leasing (Cayman) Ltd. and WNG Aircraft Management 3, LLC (the Target Companies) from WNG-related sellers. The Target Companies hold a portfolio of 12 commercial aircraft and 13 spare aircraft engines. The headline purchase price is $379,300,000, subject to customary adjustments and a post-closing true-up; closing is expected in Q3 2026 but no earlier than August 24, 2026 and no later than the Outside Date of September 8, 2026.

Key Details

• Purchase price: $379,300,000 (subject to reductions/adjustments, including interest at 6.25% p.a. from the Economic Closing Date to closing).
• Cash mechanics: $10,000,000 deposit already placed in escrow; $1,517,200 holdback payable 9 months after closing (net of any identified Leakage).
• Assets: 12 aircraft and 13 spare engines; WLFC intends to allocate 10 engines and 6 aircraft to subsidiaries of joint ventures or investment vehicles it manages.
• Credit/guarantee/insurance: WLFC unconditionally guaranteed the Purchaser’s payment and performance obligations under the Purchase Agreement; the Purchaser obtained representations & warranties insurance. Closing is subject to customary conditions and pre-closing reorganizations by the sellers.

Why It Matters

• This is an acquisitive growth move that would add a discrete portfolio of aircraft and spare engines to WLFC’s fleet and related joint-venture allocations, potentially increasing lease revenue and spare parts inventory. The transaction is material in size ($379.3M headline price) and includes financial protections for WLFC (deposit, holdback, post-closing true-up, R&W insurance) but also exposes WLFC to guarantee obligations as primary obligor until satisfied or the agreement terminates. There is no assurance the deal will close; investors should watch for the formal closing, the company’s Q3 disclosure and the filed Purchase Agreement exhibit for full terms.