Willis Lease Plans $175M Convertible Notes Due 2031 and Borrowed Stock Sale for Hedging
Willis Lease Finance Corp announced a $175 million convertible senior notes offering due May 15, 2031, with a 30-day option for up to $25 million and semi-annual interest payments. Concurrent borrowed common stock sales will facilitate hedging, and proceeds will temporarily repay its revolving credit facility until corporate deployment.
1. Convertible Senior Notes Offering
Willis Lease Finance Corp intends to offer $175 million aggregate principal amount of convertible senior notes due May 15, 2031, with a 30-day option to purchase up to an additional $25 million. Morgan Stanley, BofA Securities and Deutsche Bank Securities are acting as joint book-running managers for the offering.
2. Notes Terms and Conditions
The notes will be senior unsecured obligations accruing interest semi-annually on May 15 and November 15, and will mature on May 15, 2031, unless earlier repurchased, redeemed or converted. Holders may convert under specified circumstances into cash, shares or a combination, and the company may redeem notes on or after May 21, 2029, subject to share price and minimum redemption amounts, with repurchase rights triggered by fundamental change events.
3. Use of Proceeds
Net proceeds from the note issuance are intended to temporarily repay amounts outstanding under the company’s revolving credit facility and, once repaid, will be deployed for general corporate purposes to bolster liquidity and financial flexibility.
4. Concurrent Stock Offering for Hedging
Concurrently, Morgan Stanley will offer and sell borrowed shares of common stock to facilitate hedging by investors in the notes, establishing initial short positions without issuing new equity or raising additional proceeds. The number of shares will be set at pricing based on investor hedging demand.