Current Report Filing (8-k)
November 23 2022 - 04:59PM
Edgar (US Regulatory)
0001018164false00010181642022-08-032022-08-03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
______________________________________________________________________
Date of Report (Date of earliest event reported): November 17,
2022
Willis Lease Finance Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-15369 |
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68-0070656 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File
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(I.R.S. Employer
Identification Number) |
4700 Lyons Technology Parkway
Coconut Creek, FL 33073
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
(561) 349-9989
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement communications pursuant
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class |
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Trading Symbol |
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Name of exchange on which registered |
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Common Stock, $0.01 par value per share |
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WLFC |
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Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the
Exchange Act.
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Item 7.01 Regulation FD Disclosure.
On November 17, 2022, Mitsui & Co., Ltd., a Japanese limited
company (“Mitsui”), Fuyo General Lease Co., Ltd. (“Fuyo”), JA
Mitsui Leasing, Ltd. (“JAML”) and CFW Partners, L.P. (“CFW” and
collectively with Mitsui, Fuyo and JAML, the “Consortium”) entered
into a consortium agreement (the “Consortium Agreement”). On
November 17, 2022, CFW, on behalf of the Consortium, submitted a
non-binding proposal to the Board of Directors (the “Board”) of
Willis Lease Finance Corporation (the “Company”) to acquire all of
the outstanding shares of the Company’s common stock not already
owned by CFW, Charles F. Willis, IV, Austin Chandler Willis and
their respective affiliates, in exchange for cash consideration of
$45.00 per share. The Consortium Agreement was filed as an exhibit
to a Schedule 13D/A filed on behalf of the Consortium on November
17, 2022.
On November 17, 2022, the Board formed a committee of the Board
comprised solely of independent directors to review, evaluate and
negotiate any proposal from the Consortium (the “Independent
Committee”). The Independent Committee is composed of Hans Joerg
Hunziker, Robert J. Keady and Rae A. McKeating. The Independent
Committee intends to retain independent legal counsel and an
independent financial advisor to assist in its review of a complete
proposal once received.
The Company does not plan to disclose developments or provide
updates on the progress or status of any potential transaction
until the Independent Committee deems further disclosure is
appropriate or required. No assurances can be given regarding the
terms and details of any transaction, that any future proposal will
be made by the Consortium, that any proposal made by the Consortium
regarding a proposed transaction will be accepted by the
Independent Committee, that definitive documentation relating to
any such transaction will be executed, or that a transaction will
be consummated in accordance with that documentation, if at
all.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned duly authorized officer.
Dated: November 23, 2022
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WILLIS LEASE FINANCE CORPORATION |
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By: |
/s/ Scott B. Flaherty |
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Scott B. Flaherty |
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Senior Vice President and Chief Financial Officer |
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