Willis Lease Finance Corporation (WLFC) (“Willis”), a leading lessor of commercial jet engines, announced today that its wholly-owned subsidiary, Willis Engine Securitization Trust II, to be renamed Willis Engine Structured Trust V (“WEST”) on or prior to the issuance date of the Notes, proposes to offer $366.2 million in aggregate principal amount of fixed rate notes (the “Notes”). It is expected that the Notes will be issued in three series, with the Series A Notes to be issued in an aggregate principal amount of approximately $303.0 million, the Series B Notes in an aggregate principal amount of approximately $42.1 million and the Series C Notes in an aggregate principal amount of approximately $21.1 million. The Notes will be secured by, among other things, WEST’s direct and indirect interests in a portfolio of 54 aircraft engines and three airframes, including 25 aircraft engines and three airframes which WEST will acquire from Willis pursuant to an asset purchase agreement. The remainder of the assets are currently owned by WEST.
The net proceeds of the Notes will be primarily applied to (i) repay in full the aggregate principal amount of outstanding Class 2012-A Fixed Rate Term Notes issued by WEST and pay any accrued and unpaid interest thereon, (ii) pay fees and expenses related to the issuance of the Notes, (iii) pay Willis periodically over a 270-day delivery period as consideration for the aircraft engines and the airframes acquired by WEST from Willis in connection with the financing and (iv) make a distribution to Willis with some or all of the excess proceeds, to the extent any excess proceeds remain after giving effect to the foregoing. Willis will apply any net proceeds it receives for general corporate purposes.
The Notes being offered by WEST have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes are being offered only to qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance in Regulation S under the Securities Act.
This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.