Willis Lease Finance Corporation Announces Proposed Convertible Senior Notes Offering and Borrowed Common Stock Offering to Facilitate Hedging Transactions

About this update from Willis Lease Finance Corporation

COCONUT CREEK, Fla., May 13, 2026 (GLOBE NEWSWIRE) -- Willis Lease Finance Corporation (NASDAQ: WLFC) (the “Company”), the leading lessor of commercial aircraft engines and global provider of aviation services, announced today its intention to offer, subject to market and other conditions, $175.0 million aggregate principal amount of convertible senior notes due 2031 (the “Notes”) in a public offering (the “Notes Offering”) registered under the Securities Act of 1933, as amended (the “Act”). The Company intends to grant the underwriters a 30-day option to purchase up to an additional $25.0 million principal amount of Notes, solely to cover over-allotments, if any. The Company currently intends to use the net proceeds from the issuance of the Notes to temporarily repay amounts outstanding under the Company’s revolving credit facility until deployed for general corporate purposes. There can be no assurance as to whether or when the Notes Offering may be completed or as to the actual size or terms of the offering. Morgan Stanley & Co. LLC, BofA Securities, and Deutsche Bank Securities Inc. are acting as joint book-running managers for the Notes Offering. The Notes will be senior, unsecured obligations of the Company, will accrue interest payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026, and will mature on May 15, 2031, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their Notes in certain circumstances and during specified periods based on the applicable conversion rate. The Company will settle conversions of Notes by paying or delivering, as applicable, cash or a combination of cash and shares of its common stock, at its election. The Notes will be redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after May 21, 2029 and on or before the 41st scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of its common stock exceeds 130% of the conversion price for a specified period of time. The Company may not redeem less than all of the outstanding Notes unless...

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