WILLIS LEASE FINANCE CORP (WLFC): debt financing — WLFC closes $410M secured note offering via subsidiary WEST, 8% coupon

WILLIS LEASE FINANCE CORP

Issued $410M aggregate principal of fixed-rate notes secured by 51 aircraft engines and 4 airframes.
Notes priced at 98.84814% of par with 8.000% fixed coupon; expected maturity ~6 years, final maturity 25 years.
Net proceeds used for fees, reserve accounts, and to pay Willis over 270 days for assets; Willis uses proceeds for general corporate purposes.
Servicing fees: Willis receives senior rent fee of 8.0% and subordinated fee of 3.5% of net rents, plus 3.0% of asset sale proceeds.
Transaction includes indenture with customary covenants and revolving credit facility from Bank of America for interest obligations.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

WILLIS LEASE FINANCE CORP incurred senior notes of $410.0 million aggregate principal amount with U.S. Bank National Association at 8.000% maturing expected maturity of approximately six years, an expected weighted average life (based on certain modeling assumptions) of 4.6 years and a final maturity of 25.

Instrument: senior notes
Principal: $410.0 million aggregate principal amount
Counterparty: U.S. Bank National Association
Rate: 8.000%
Maturity: expected maturity of approximately six years, an expected weighted average life (based on certain modeling assumptions) of 4.6 years and a final maturity of 25
Event: incurrence

Exact text from the filing

On October 31, 2023, Willis Lease Finance Corporation (“Willis”) and its direct, wholly-owned subsidiary Willis Engine Structured Trust VII (“WEST”), closed its offering of $410.0 million aggregate principal amount of fixed rate notes (the “Notes”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

WILLIS LEASE FINANCE CORP entered into Asset Purchase Agreement with WEST, as purchaser (effective 2023-10-31).

Action: entry
Agreement: asset purchase
Counterparty: WEST, as purchaser
Effective: 2023-10-31

Exact text from the filing

The Notes are secured by, among other things, WEST’s direct and indirect ownership interests in a portfolio of 51 aircraft engines and four airframes which WEST will acquire from Willis pursuant to an asset purchase agreement. The Notes have a fixed coupon of 8.000%, an expected maturity of approximately six years, an expected weighted average life (based on certain modeling assumptions) of 4.6 years and a final maturity of 25 years.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

WILLIS LEASE FINANCE CORP entered into Trust Indenture with U.S. Bank National Association, as operating bank and trustee, Willis, as administrative agent, and Bank of America, N.A., as initial liquidity facility provider valued at $410.0 million aggregate principal amount (effective 2023-10-31).

Action: entry
Agreement: credit facility
Counterparty: U.S. Bank National Association, as operating bank and trustee, Willis, as administrative agent, and Bank of America, N.A., as initial liquidity facility provider
Value: $410.0 million aggregate principal amount
Effective: 2023-10-31

Exact text from the filing

Trust Indenture dated as of October 31, 2023 among WEST, U.S. Bank National Association (“USB”), as operating bank and trustee, Willis, as administrative agent, and Bank of America, N.A., as initial liquidity facility provider, providing for the issuance by WEST of the Notes (the “Indenture”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

WILLIS LEASE FINANCE CORP entered into Servicing Agreement with Willis, as servicer and administrative agent (effective 2023-10-31).

Action: entry
Counterparty: Willis, as servicer and administrative agent
Effective: 2023-10-31

Exact text from the filing

Servicing Agreement dated as of October 31, 2023 among WEST and Willis, as servicer and administrative agent, providing for the appointment of Willis as the servicer of the assets of WEST and its subsidiaries.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

WILLIS LEASE FINANCE CORP entered into Security Trust Agreement with U.S. Bank National Association, as security trustee and operating bank (effective 2023-10-31).

Action: entry
Counterparty: U.S. Bank National Association, as security trustee and operating bank
Effective: 2023-10-31

Exact text from the filing

Security Trust Agreement dated as of October 31, 2023 among WEST and USB, as security trustee (the “Security Trustee”) and operating bank (the “Security Trust Agreement”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.4

WILLIS LEASE FINANCE CORP entered into Note Purchase Agreement (effective 2023-10-19).

Action: entry
Agreement: notes offering
Effective: 2023-10-19

Exact text from the filing

In connection with this transaction, Willis and WEST entered into a number of agreements, in addition to the Note Purchase Agreement previously reported on the Willis current report on Form 8-K filed on October 19, 2023 including those listed below:

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Source: SEC EDGAR

accession 0001193125-23-267150

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