Willis Lease Finance Corporation filed a Form 8-K on August 25, 2026, disclosing the completion on August 24, 2026, of its acquisition of a portfolio of commercial aircraft and spare engines through its wholly owned subsidiary, Willis Dallas Ltd.

Key Highlights

  • Acquisition closed August 24, 2026: Willis Dallas Ltd., a Cayman Islands exempted company and wholly owned subsidiary, completed the purchase of two target companies and their subsidiaries from WNG International Master Fund II, L.P. and WNG II Aircraft Management (Delaware), LLC.
  • Portfolio of 25 assets: The acquired entities hold twelve commercial aircraft and thirteen spare aircraft engines.
  • Base purchase price of $379,300,000: The price was subject to multiple adjustments, resulting in an Adjusted Purchase Price of approximately $262,900,000 paid at closing.
  • $10,000,000 deposit applied at closing: A previously funded deposit was released to the sellers in connection with closing.
  • $1,517,200 holdback: This amount will be held for nine months to cover pre-closing leakage not deducted from the purchase price at closing.
  • Planned reallocation: The company disclosed it intends to allocate ten of the acquired aircraft engines and six of the acquired aircraft to subsidiaries of joint ventures of, or investment vehicles managed by, the company.

Willis Lease Finance Closes WNG Portfolio Deal, Paying Approximately $262.9 Million at Closing

According to the filing, Willis Dallas Ltd., a Cayman Islands exempted company and wholly owned subsidiary of Willis Lease Finance Corporation (NASDAQ:WLFC), completed the acquisition of the entire issued share capital of WNG II Aircraft Leasing (Cayman) Ltd. and 100% of the interests of WNG Aircraft Management 3, LLC on August 24, 2026. The transaction was executed under a Purchase and Sale Agreement dated July 10, 2026, as amended by Amendment No. 1 on August 24, 2026. The acquired entities, through their subsidiaries including two Irish designated activity companies and various asset-owning companies, hold the portfolio of twelve commercial aircraft and thirteen spare aircraft engines.

The filing discloses that the base purchase price was $379,300,000, adjusted downward to account for basic rent received, maintenance reserves received, cash security deposits, and other revenue received from an agreed historical economic closing date. Additional adjustments included reductions for assets suffering total loss or disposed of prior to closing, an upward adjustment for interest accruing at 6.25% per annum from the historical economic closing date through closing, and other commercially agreed adjustments. The resulting Adjusted Purchase Price was approximately $262,900,000. At closing, this amount was further reduced by the $10,000,000 previously funded deposit, a $1,517,200 holdback amount, and the amount required to discharge the target companies' indebtedness under an existing credit facility, and increased by reimbursement of certain prepaid vendor costs.

The company noted that the Purchase Agreement will be filed as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending September 30, 2026. The filing also states that the press release issued August 25, 2026, furnished as Exhibit 99.1, is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. The filing was signed by Scott B. Flaherty, Executive Vice President and Chief Financial Officer.

What Was Disclosed

Willis Lease Finance Corporation disclosed the August 24, 2026, completion of its acquisition of a portfolio of twelve commercial aircraft and thirteen spare aircraft engines, with an Adjusted Purchase Price of approximately $262,900,000, through its wholly owned subsidiary Willis Dallas Ltd.