8-K

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) August 9, 2005

WILLIS LEASE FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-28774	68-0070656
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2320 Marinship Way, Suite 300, Sausalito, CA		94965
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code   (415) 275-5100

N/A

(Former name and 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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01	Entry into a Material Definitive Agreement.
Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 7.01	Regulation FD Disclosure

On August 9, 2005, Willis Lease Finance Corporation (the “Company”) closed an Asset Backed Securitization (“ABS”) through a newly created, bankruptcy remote, Delaware Statutory Trust, Willis Engine Securitization Trust (“WEST”). WEST issued and sold approximately $228 million of term notes and up to approximately $114 million of warehouse notes. The warehouse notes allow for revolving borrowings during a two-year term, after which it is expected that they will be converted to term notes of WEST. The assets and liabilities of WEST will remain on the Company’s balance sheet.

In connection with this transaction the Company and West entered into a number of Agreements, in addition to the Note Purchase Agreement previously reported on the Company’s 8-K dated July 28, 2005, listed below:

1.Asset Transfer Agreement dated as of August 9, 2005 among the Company, WEST and WEST Engine Funding LLC providing for the contribution of assets to WEST.

2.Series 2005 B1 Note Purchase Agreement dated as of August 9, 2005 among WEST, the Company, Fortis Capital (“Fortis”) and HSH Nordbank AG (“HSH”) providing for the issuance and sale of approximately $28 million subordinated term notes.

3.Series A2 Note Purchase Agreement dated as of August 9, 2005 among WEST, as Issuer, the Company, as Servicer, and Fortis Capital (“Fortis”) and HSH Nordbank AG (“HSH”), as Series A2 Noteholders, providing for the issuance and sale by WEST of $100 million of revolving warehouse notes.

4.Series B2 Note Purchase Agreement dated as of August 9, 2005 among WEST, as Issuer, the Company, as Servicer, and Fortis and HSH, as Series B2 Noteholders providing for the issuance of approximately $13 million of subordinated revolving warehouse notes.

5.Indenture dated August 9, 2005 between WEST, as issuer of notes, and Deutsche Bank Trust Company Americas, as Indenture Trustee of the Notes and Series A1, B1, A2 and B2 Supplements thereto each dated August 9, 2005 providing for the terms under which the respective series of notes are issued.

6.Servicing Agreement dated as of August 9, 2005 among WEST, the Company, WEST Engine Funding and 59 engine owning trusts, providing for the appointment of the Company as the Servicer of the assets of WEST.

7.Administrative Agency Agreement dated as of August 9, 2005 among WEST, the Company WEST Engine Funding and 59 engine owning trusts, providing for the appointment of the Company as the Administrative Agent of WEST.

Fortis is the Structuring Agent for the ABS. Fortis is also Structuring Agent and Security Agent and a participating lender under the Company’s Amended and Restated Credit Agreement dated as of June 29, 2004 (the “Credit Agreement”). HSH is Co-Structuring Agent for the ABS and is a participating lender under the Credit Agreement.

A portfolio of 61 jet aircraft engines and leases thereof, and any additional engines and leases acquired using the warehouse facility, secures the obligations of WEST under the ABS. All of the notes issued by WEST have no fixed amortization and are payable solely from revenue received by WEST from the engines and the engine leases, after certain expenses of WEST. The notes bear interest at varying spreads over one-month LIBOR. The terms under which the notes may be accelerated, include failure to make minimum interest payments. The A1 notes are expected to be paid in 13 years and the B1 notes are expected to be paid in 15 years. The legal final maturity of the notes is August 9, 2030.

On August 10, 2005 the Company issued a Press Release announcing completion of the ABS transaction. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press Release issued August 10, 2005

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 the undersigned hereunto duly authorized.

Date: August 15, 2005	WILLIS LEASE FINANCE CORPORATION
	By:	/s/ Thomas C. Nord
		Thomas C. Nord
	Title:	Senior Vice President

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EX-99.1

Exhibit 99.1

CORPORATE INVESTOR RELATIONS
		CONTACT:	Monica J. Burke
5333 15th Ave. South, Seattle, WA 98108			Chief Financial Officer
(206) 762-0993			(415) 331-5281
www.stockvalues.com
NEWS RELEASE

Willis Lease Closes Private Placement of a $228 Million Asset Backed Securitization

SAUSALITO, CA – August 10, 2005 — Willis Lease Finance Corporation (NASDAQ: WLFC), a leading lessor of commercial jet engines, today reported it closed a private placement of a $228 million asset backed securitization (ABS) through a newly created, wholly-owned trust, Willis Engine Securitization Trust (WEST).  The transaction is the first of its kind to securitize a diversified portfolio of leased aircraft engines, and the first aviation-related pooled securitization transaction since September 11, 2001, to be issued without an insurer guaranty.  The proceeds of the notes were used to repay existing warehouse borrowings.  Within the same financing structure, WEST issued warehouse notes which provide an additional $114 million in available capital.

“The market’s acceptance for a debt instrument that is not ‘wrapped’ by third-party insurance is an indication of how much progress we have made over the past few years in educating investors about our business and the value of engines,” said Charles F. Willis, President and CEO.

“This placement is the culmination of four years of very hard work in a changing aviation industry environment.  It is never easy to bring securities with a new class of collateral to the market, but we also faced the challenge of introducing a new structure as well.  I am tremendously proud of our team for seeing this project through to completion.  Led by Alison Mason, Treasurer, Monica Burke, Chief Financial Officer and Tom Nord, General Counsel, our team has established Willis Lease as one of the most innovative companies in the equipment leasing market,” continued Willis.  “Willis Lease is now poised to enter a new era of expanded opportunities and growth. Capital is key to our ability to grow, and this transaction gives us access to an entirely new investor class that complements our banks and public equity investors who have supported us to date.  We expect that this success will help us attract other new sources of capital.”

“The transaction is unusual in several ways and is tailored specifically for our business model,” Mason commented.  “Our investment bankers took the time to understand our business and create a structure to fit our operations, rather than expecting us to adapt our business to the more typical ABS structure.  Traditionally, ABS issues are secured by a fixed pool of assets that does not change.  WEST allows us the flexibility to manage the portfolio to adapt to changes in aircraft fleets and customer demand over time, benefiting both the company and the investors.

“The notes have no fixed amortization,” added Mason.  “Amortization will be driven by rents actually collected.  We expect these bonds to be fully repaid in 15 years based on projections that adjust for normal business cycles.  However, if there were to be another catastrophic event like 9/11 that affects our business or a severe recession, the structure provides for the notes to amortize for as long as 25 years.  This flexibility is extremely valuable in a cyclical business.”

“Strategically, the transaction, which will remain on the company’s balance sheet, provides a significant improvement to our capital structure by better matching debt maturity to asset life,” said Burke.  “The WEST financing includes a $114 million warehouse facility to provide additional borrowing capacity.  This two-year facility offers new capital to fund growth and, more importantly, provides a structure for regular placement of additional term notes in the future as the warehouse matures.  When term notes are issued to refinance the warehouse borrowings, the warehouse will again be available for new engine purchases, giving us a platform to fund our growth far into the future.”

(more)

WLFC Closes ABS Transaction

August 10, 2005

The details of this transaction are as follows.  UBS Investment Bank was the initial purchaser of the $200 million of WEST’s Series 2005-A1 Floating Rate Notes as well as a co-structuring agent.  Fortis Capital Corp was the structuring agent.  HSH Nordbank AG was a co-structuring agent.  Pillsbury Winthrop Shaw Pittman LLP, provided legal counsel for WEST and the company.  The A1 Notes were rated ‘Baa1’ by Moody’s Investors Services and ‘A’ by Fitch Ratings.  WEST also completed a private placement of $28 million of its Series 2005-B1 Floating Rate Notes, which are rated ‘Baa3” by Moody’s and BBB by Fitch.  In addition, WEST issued two series of revolving warehouse notes, the Series 2005-A2 Floating Rate Notes and the Series 2005-B2 Floating Rate Notes in aggregate maximum principal amounts up to $100 million and $14 million, respectively.

Costs associated with this private placement will be capitalized and amortized over the life of the instruments.  Capitalized funding costs for the previous warehouse facility of approximately $1.4 million will be written off in the third quarter of 2005.

About Willis Lease Finance

Willis Lease Finance Corporation leases spare commercial aircraft engines and aircraft to commercial airlines, aircraft engine manufacturers and overhaul/repair facilities worldwide.  These leasing activities are integrated with the purchase and resale of used and refurbished commercial aircraft engines.

Except for historical information, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties.  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 the Company undertakes no obligation to update them.  The Company’s 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, including growth rates of markets and other economic factors; risks associated with owning and leasing jet engines and aircraft; the ability of the Company 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, the ability of the Company 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 the Company’s portfolio; and other risks detailed in the Company’s Annual Report on Form 10-K and other continuing reports filed with the Securities and Exchange Commission.

Note:  Transmitted on Business Wire on August 10, , 2005 at 3:30 a.m. PDT.

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