Willis Lease Announces Offering of $410.0 Million in Fixed Rate Notes

COCONUT CREEK, FL – October 13, 2023 – Willis Lease Finance Corporation (NASDAQ: WLFC) (“Willis”), a leading lessor of commercial jet engines, announced today that its wholly-owned subsidiary, Willis Engine Structured Trust VII (“WEST”), proposes to offer $410.0 million in aggregate principal amount of Series A Fixed Rate Notes (the “Notes”). The Notes will be secured by, among other things, WEST’s direct and indirect interests in a portfolio of 51 aircraft engines and four airframes, which WEST will acquire from Willis pursuant to an asset purchase agreement. 

The net proceeds of the Notes will be primarily applied to (i) pay certain fees and expenses related to the offering of the Notes, (ii) deposit initial amounts in reserve accounts for security deposits, maintenance expenses and other expenses and (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. 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”), or any other securities laws of any jurisdiction, and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) absent registration or an applicable exemption from registration requirements. The Notes are being offered only to persons reasonably believed to be “qualified institutional buyers” as defined in, and in reliance on, Rule 144A under the Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act.