Willis Lease Finance Prices $200M 2.50% Convertible Notes with $30M Overallotment Option
Willis Lease Finance Corporation priced $200 million of 2.50% convertible senior notes due 2031, netting $193.1 million and upsizing from $175 million with a $30 million over-allotment option. The notes convert at 3.7202 shares per $1,000 principal (≈$268.80, a 40% premium) and include a concurrent 281,250-share hedging transaction at $192.
1. Offering Details
Willis Lease Finance Corporation offered $200.0 million aggregate principal of 2.50% convertible senior notes due 2031, netting approximately $193.1 million after underwriting discounts and expenses. The company upsized from $175.0 million and granted underwriters a 30-day option to purchase up to $30.0 million additional notes, with closing expected May 18, 2026.
2. Conversion Terms and Redemption
The notes bear interest semi-annually and have an initial conversion rate of 3.7202 shares per $1,000 principal (implying a $268.80 conversion price, a 40% premium). They are redeemable on or after May 21, 2029 at par if the stock trades above 130% of the conversion price, and noteholders can require repurchase upon defined fundamental change events.
3. Concurrent Delta Hedging
Concurrently, 281,250 shares of common stock will be borrowed and offered at $192 per share to facilitate hedging by note subscribers. No new shares will be issued and the company receives no proceeds; sales may occur on Nasdaq or OTC markets, with the hedge offering also closing May 18, 2026, contingent on the note closing.