Willis Lease Finance Corporation Announces Commencement of Modified Dutch Auction Tender Offer to Repurchase up to $8 Million...
2015年11月17日 - 9:53PM
Willis Lease Finance Corporation (the "Company") (NASDAQ:WLFC),
today announced that it has commenced a modified "Dutch auction"
tender offer repurchase for cash up to 516,129 of shares of its
common stock at a price not less than $15.50 per share nor greater
than $18.00 per share, for an aggregate purchase price not to
exceed $8 million (the "Tender Offer"). The Tender Offer is subject
to the conditions set forth in the offer to purchase, dated
November 17, 2015 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which together, may be amended or
supplemented from time to time). The Tender Offer, as approved by
the Company's Board of Directors, will expire at 5:00 p.m., New
York City time, on December 16, 2015.
Pursuant to the conditions set forth in the Offer to Purchase
and in the related Letter of Transmittal, the Company's
stockholders may tender all or a portion of their shares
(1) at a price specified by the tendering stockholder of not
less than $15.50 per share nor greater than $18.00 per share or
(2) without specifying a purchase price, in which case their
shares will be purchased at the purchase price determined in
accordance with terms of the Tender Offer. When the Tender
Offer expires, the Company will determine the lowest price within
the range of prices specified above (the "Purchase Price") that
will enable the Company to purchase up to 516,129 shares of its
common stock, for an aggregate purchase price not to exceed $8
million. Up to 516,129 shares validly tendered at prices at or
below the Purchase Price, and not validly withdrawn, will be
eligible for purchase in the Tender Offer. Shares validly
tendered will not be purchased if the price specified by the
stockholder is greater than the Purchase Price. Stockholders
that validly tender their shares will receive the net cash amount
of the Purchase Price, subject to applicable withholding tax and
without interest, for shares tendered at prices equal to or less
than the purchase price, subject to the conditions of the Tender
Offer, including the provisions relating to proration, "odd lot"
priority and conditional tenders. The Company also reserves
the right to purchase up to an additional 2% of its outstanding
common shares without extending the Tender Offer.
The Tender Offer will not be conditioned upon any minimum number
of shares being tendered; however, the Tender Offer will be subject
to a number of other terms and conditions specified in the Offer to
Purchase filed with the Securities and Exchange Commission
("SEC"). Stockholders must validly tender their shares prior
to the expiration of the Tender Offer, but may withdraw such tender
at any time prior to the expiration. In connection with the
Tender Offer, Merrill Lynch, Pierce, Fenner & Smith
Incorporated is acting as dealer manager, D.F. King &
Co., Inc. is serving as information agent and American Stock
Transfer & Trust Company, LLC is acting as the
depositary.
The Company's Board of Directors has authorized the Tender
Offer. However, none of the Company, the Company's Board of
Directors, the dealer manager, the information agent or the
depositary makes any recommendation to stockholders as to whether
to tender or refrain from tendering their shares or as to the price
or prices at which stockholders may choose to tender their
shares. No person is authorized to make any such
recommendation. Stockholders must make their own decision as
to whether to tender their shares and, if so, how many shares to
tender and the price or prices at which their shares should be
tendered. In doing so, stockholders should read carefully the
information in, or incorporated by reference in, the Offer to
Purchase and in the Letter of Transmittal (as they may be amended
or supplemented), including the purposes and effects of the Tender
Offer. Stockholders are urged to discuss their decisions with
their own tax advisors, financial advisors and/or brokers.
News Release for Informational Purposes Only
This news release is for informational purposes only and
is not an offer to buy or the solicitation of an offer to sell any
shares of the Company's common stock. The Tender Offer is
being made solely by the Offer to Purchase and the related Letter
of Transmittal, which together, may be amended or supplemented from
time to time. Stockholders and investors are urged to read the
Company's Tender Offer statement on Schedule TO filed today with
the SEC in connection with the Tender Offer, which will include as
exhibits the Offer to Purchase, the related Letter of Transmittal
and other Tender Offer materials, as well as any amendments or
supplements to the Schedule TO when they become available, because
they each contain important information. Each of these
documents will be filed with the SEC, and investors may obtain them
for free from the SEC at its website (www.sec.gov) or from D.F.
King & Co., Inc., the information agent for the
Tender Offer, by telephone at: (866) 796-7181 (toll-free), or
in writing to: infoagent@dfking.com.
About Willis Lease Finance Corporation
Willis Lease Finance Corporation leases large and regional spare
commercial aircraft engines, auxiliary power units and aircraft to
airlines, aircraft engine manufacturers and maintenance, repair and
overhaul providers in 120 countries. These leasing activities are
integrated with engine and aircraft trading, engine lease pools
supported by cutting edge technology, as well as various
end-of-life solutions for aircraft, engines and aviation materials
provided through its subsidiary, Willis Aeronautical
Services, Inc.
Forward Looking Statements
This press release contains forward-looking statements that are
based on current expectations, estimates, forecasts and projections
of future performance based on management's judgment, beliefs,
current trends, and anticipated product performance. These
statements include, but are not limited to, the terms and
expiration date of the modified "Dutch auction" Tender Offer. Do
not unduly rely on forward-looking statements, which give only
expectations about the future and are not guarantees.
Forward-looking statements speak only as of the date they are made,
and we undertake no obligation to update them. Our actual results
may differ materially from the results discussed in forward-looking
statements. Factors that might cause such a difference include, but
are not limited to: the effects on the airline industry and the
global economy of events such as terrorist activity, changes in oil
prices and other disruptions to the world markets; trends in the
airline industry and our ability to capitalize on those trends,
including growth rates of markets and other economic factors; risks
associated with owning and leasing jet engines and aircraft; our
ability to successfully negotiate equipment purchases, sales and
leases, to collect outstanding amounts due and to control costs and
expenses; changes in interest rates and availability of capital,
both to us and our customers; our ability to continue to meet the
changing customer demands; regulatory changes affecting airline
operations, aircraft maintenance, accounting standards and taxes;
the market value of engines and other assets in our portfolio; and
risks detailed in the Company's Annual Report on Form 10-K and
other continuing reports filed with the SEC.
CONTACT: Charles F. Willis
Chairman & CEO
(415) 408-4700
Willis Lease Finance (NASDAQ:WLFC)
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