WLFC Willis Lease Finance Corporation

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

 

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

 

(Amendment No. 1)

 

 

WILLIS LEASE FINANCE CORPORATION

(Name of Subject Company (Issuer) and Filing Person (Offeror))

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

970646105

(CUSIP Number of Class of Securities)

 

Charles F. Willis, IV

Chairman of the Board and Chief Executive Officer

c/o Willis Lease Finance Corporation

773 San Marin Drive, Suite 2215

Novato, CA 94998

(415) 408-4700

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing person)

 

Copy to:

 

Stephen Schrader, Esq.

Edward J. Wes, Esq.

Perkins Coie, LLP

505 Howard Street, Suite 1000

San Francisco, California 94105

(415) 344-7000

 

 

Calculation of Filing Fee

 

Transaction Value(1)		Amount of filing fee(2)
$11,588,778		$1,167.00

 

(1)                                 The transaction value is estimated only for purposes of calculating the filing fee. This calculation assumes the purchase of 643,821 shares of the issuer’s common stock, $0.01 par value, at the tender offer purchase price of $18.00 per share in cash.

 

(2)                                 A portion of this fee has been previously paid based on a transaction value of $8 million prior to the decision to increase the number of shares accepted for purchase.   The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and equals $100.70 per $1,000,000 of the value of the transaction.

 

x                                  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:	$805.60	Filing Party:	Willis Lease Finance Corporation
Form or Registration No.:	005-49935	Date Filed:	November 17, 2015

 

o                                    Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

o                                    third-party tender offer subject to Rule 14d-1.

 

x                                  issuer tender offer subject to Rule 13e-4.

 

o                                    going-private transaction subject to Rule 13e-3.

 

o                                    amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer.  o

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

o                                    Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

o                                    Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

 

 

 

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) by Willis Lease Finance Corporation, a Delaware Corporation (the “Company” or “WLFC”), on November 17, 2015 (together with related exhibits, the “Schedule TO”), in connection with the offer by the Company to purchase for cash up to the aggregate purchase price not exceeding $8 million in value up to 516,129 shares of its common stock, $0.01 par value, at a per share price of not less than $15.50 nor greater than $18.00 per share upon the terms and subject to the conditions described in the Offer to Purchase, dated November 17, 2015 (the “Offer to Purchase”), a copy of which was filed herewith as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal,” and together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Tender Offer”), a copy of which was filed herewith as Exhibit (a)(1)(B).

 

The purpose of this Amendment is to amend and supplement the Schedule TO.  Only those items amended are reported in this Amendment.  Except as specifically provided herein, the information contained in this Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged.  This Amendment should be read in conjunction with the Schedule TO and the Tender Offer.

 

Item 8.                     Interest in Securities of the Subject Company.

 

The information set forth in the Offer to Purchase under “Section 11—Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares—Recent Securities Transactions” is supplemented by adding at the end of the table thereunder an additional three rows and new footnotes as follows:

 

Transaction Party		Date		Number of Shares		Price
Charles F. Willis, IV (6)		November 27, 2015		4,102 (return to issuer of previously restricted stock to satisfy withholding tax liability)		$	17.50
Donald A. Nunemaker(7)		November 27, 2015		1,409 (return to issuer of previously restricted stock to satisfy withholding tax liability)		$	17.50
Bradley Forsyth (8)		November 27, 2015		1,409 (return to issuer of previously restricted stock to satisfy withholding tax liability)		$	17.50

 

(6)       As reported on a Form 4 filed with the SEC on November 30, 2015.

 

(7)       As reported on a Form 4 filed with the SEC on November 30, 2015.

 

(8)       As reported on a Form 4 filed with the SEC on November 30, 2015.

 

Item 11.              Additional Information.

 

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following paragraph at the end thereof:

 

“On December 17, 2015, the Company issued a press release announcing the preliminary results of the Tender Offer, which expired at 5:00 p.m., New York City time, on December 16, 2015.  Based on preliminary figures from the depositary, 643,821 shares were tendered and the Company elected to purchase all such shares. As set forth in the press release, the shares to be purchased include an estimated additional 127,692 shares that the Company intends to purchase in accordance with the optional purchase provisions of the offer. A copy of the press release is filed as Exhibit (a)(5)(C) to this Schedule TO and is incorporated herein by reference.”

 

Item 12.              Exhibits.

 

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

 

“(a)(5)(C) Press release announcing the preliminary results of the Tender Offer, dated December 17, 2015”

 

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SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: December 17, 2015	WILLIS LEASE FINANCE CORPORATION
	By:	/s/ CHARLES F. WILLIS, IV
		Charles F. Willis, IV
		Chief Executive Officer

 

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INDEX TO EXHIBITS

 

 

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Exhibit (a)(5)(C)

 

 

	CONTACT:	Charles F. Willis
		Chairman & CEO
NEWS RELEASE		(415) 408-4700

 

Willis Lease Finance Corporation Announces Preliminary Results of Its Modified Dutch Auction Tender Offer

 

NOVATO, California, December 17, 2015 - Willis Lease Finance Corporation (the “Company”) (NASDAQ: WLFC) today announced the preliminary results of its modified “Dutch auction” tender offer, which expired at 5:00 p.m., New York City time, on December 16, 2015.

 

Based on the preliminary information received from American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, a total of 643,821 shares of the Company’s common stock were validly tendered and not validly withdrawn at or below the purchase price of $18.00 per share. This total of 643,821 shares includes 7,081 shares of the Company’s common stock that, as the Company has been advised by the depositary, were tendered through notice of guaranteed delivery.  The shares to be purchased include 516,129 shares that the Company is obligated to purchase under the terms of the offer and an estimated additional 127,692 shares that the Company intends to elect to purchase in accordance with the optional purchase provisions of the offer.

 

As the Company intends to purchase all the shares that were tendered, there will be no proration factor.

 

The number of shares expected to be purchased in the tender offer and the purchase price are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered. The actual number and percentage of outstanding shares properly tendered, and not withdrawn, the final price per share for shares purchased in the tender offer and the number of shares of the Company’s common stock that will be outstanding after payment for the tendered shares will be announced promptly following the completion of the confirmation process. Payment for the shares accepted for purchase will occur promptly thereafter. Payment for shares will be made in cash, without interest.

 

Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as dealer manager, D.F. King & Co., Inc., is serving as the information agent for the tender offer, and American Stock Transfer & Trust Company, LLC is acting as the depositary for the tender offer. Shareholders who have questions or would like additional information about the tender offer may contact the

 

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information agent, 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 ability of the Company to complete the tender offer, the price at which the Company purchases shares pursuant to the tender offer or otherwise, and the number of shares it is able to purchase pursuant to the tender offer or otherwise, and the ability of the Company to achieve the benefits contemplated by the 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.

 

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