Current Report Filing (8-k)
2020年2月10日 - 10:08PM
Edgar (US Regulatory)
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): February 10, 2020
Willis Lease Finance Corporation
(Exact Name of Registrant as Specified
in Charter)
Delaware
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001-15369
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68-0070656
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification Number)
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4700 Lyons Technology Parkway
Coconut Creek, FL 33076
(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)
¨ 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:
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
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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 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. ¨
Item 8.01 Other Events
Willis Lease Finance Corporation (the
“Company”) is furnishing the following information that management intends to provide in one or more meetings with
current and potential investors during the week of February 9, 2020.
The independent committee, established
previously by the Board of Directors of the Company to review, evaluate and negotiate any proposal from the Company’s Chief
Executive Officer and largest investor (individually and together with an entity controlled by him, the “Willis Parties”)
and the Company’s Senior Vice President, Corporate Development (together with the Willis Parties, the “Group”),
is continuing to negotiate the terms of a merger agreement with the Group.
While the Group has not yet submitted
a complete proposal for consideration by the independent committee, including indicative financing terms, it has indicated to
the independent committee that it is targeting the acquisition of the shares based on an assumed purchase price of $62.50 per
share. Consummation of any merger transaction will be subject to approval by the independent committee of the terms of a
complete proposal submitted for consideration as well as the execution of definitive merger documentation.
The Company does not intend to disclose
additional developments or provide updates on the progress or status of any potential transaction until the independent committee
deems further disclosure is appropriate or required. In addition, there can be no assurance regarding the terms and details
of any transaction, that any future proposal by the Group will be made, that any proposal made by the Group will be accepted by
the independent committee or that any merger transaction will ultimately be consummated.
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 its undersigned
duly authorized officer.
Dated: February 10, 2020
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WILLIS LEASE FINANCE CORPORATION
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By:
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/s/Dean M. Poulakidas
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Dean M. Poulakidas
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Senior Vice President
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and General Counsel
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Willis Lease Finance (NASDAQ:WLFC)
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