SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

(Amendment No. 2)

WILLIS LEASE FINANCE CORPORATION

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, par value $0.01 per share

(Title of Class of Securities)

970646105

(CUSIP Number of Class of Securities)

Charles F. Willis, IV

Chairman of the Board and Chief Executive Officer

c/o Willis Lease Finance Corporation

773 San Marin Drive, Suite 2215

Novato, CA 94998

(415) 408-4700

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing person)

Copy to:

Stephen Schrader, Esq.

Edward J. Wes, Esq.

Perkins Coie, LLP

505 Howard Street, Suite 1000

San Francisco, California 94105

(415) 344-7000

Calculation of Filing Fee

Transaction Value(1)	Amount of filing fee(2)
$11,588,778	$1,167.00

(1)The transaction value is estimated only for purposes of calculating the filing fee. This calculation assumes the purchase of         shares of the issuer’s common stock, $0.01 par value, at the tender offer purchase price of $18.00 per share in cash.

(2)Previously paid.   The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and equals $100.70 per $1,000,000 of the value of the transaction.

xCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$805.60	Filing Party:	Willis Lease Finance Corporation
Form or Registration No.:	005-49935	Date Filed:	November 17, 2015

Amount Previously Paid:	$361.40	Filing Party:	Willis Lease Finance Corporation
Form or Registration No.:	005-49935	Dated Filed:	December 17, 2015

oCheck the box if filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

othird-party tender offer subject to Rule 14d-1.

xissuer tender offer subject to Rule 13e-4.

ogoing-private transaction subject to Rule 13e-3.

oamendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  x

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

oRule 13e-4(i) (Cross-Border Issuer Tender Offer)

oRule 14d-1(d) (Cross-Border Third Party Tender Offer)

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) by Willis Lease Finance Corporation, a Delaware Corporation (the “Company” or “WLFC”), on November 17, 2015, as amended by Amendment No. 1 to the Tender Offer Statement on Schedule TO filed with the SEC on December 17, 2015, (together with related exhibits, the “Schedule TO”), in connection with the offer by the Company to purchase for cash up to the aggregate purchase price not exceeding $8 million in value up to 516,129 shares of its common stock, $0.01 par value, at a per share price of not less than $15.50 nor greater than $18.00 per share upon the terms and subject to the conditions described in the Offer to Purchase, dated November 17, 2015 (the “Offer to Purchase”), a copy of which was filed herewith as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal,” and together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Tender Offer”).

The purpose of this Amendment is to amend and supplement the Schedule TO.  Only those items amended are reported in this Amendment.  Except as specifically provided herein, the information contained in this Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged.  This Amendment should be read in conjunction with the Schedule TO and the Tender Offer.

Item 4.Terms of the Transaction

Paragraph (a) of Item 4 of the Schedule TO is hereby amended and supplemented by adding the following to the end thereof:

“The Company has accepted for purchase 643,821 shares of the Company’s common stock, at a purchase price of $18.00 per share, for an aggregate purchase price of $11,588,778, excluding fees and expenses relating to the tender offer. These shares represent approximately 7.9% of the total number of the shares of the Company’s common stock issued and outstanding as of December 18, 2015. The shares purchased include 516,129 shares that the Company was obligated to purchase under the terms of the offer and an estimated additional 127,692 shares that the Company elected to purchase in accordance with the optional purchase provisions of the offer. As the Company purchased all the shares that were validly tendered, there is no proration factor.”

Item 11.Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following paragraph at the end thereof:

“On December 22, 2015, the Company issued a press release announcing the final results of the Tender Offer, which expired at 5:00 p.m., New York City time, on December 16, 2015.  A copy of the press release is filed as Exhibit (a)(5)(D) to this Schedule TO and is incorporated herein by reference.”

Item 12.Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

“(a)(5)(D) Press release announcing the final results of the Tender Offer, dated December 22, 2015”

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 22, 2015	WILLIS LEASE FINANCE CORPORATION
	By:	/s/ CHARLES F. WILLIS, IV
		Charles F. Willis, IV
		Chief Executive Officer

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INDEX TO EXHIBITS

Exhibit Number		Description
(a)(1)(A)	*	Offer to Purchase, dated November 17, 2015
(a)(1)(B)	*	Letter of Transmittal
(a)(1)(C)	*	Notice of Guaranteed Delivery
(a)(1)(D)	*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 17, 2015
(a)(1)(E)	*	Letter to Clients, for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 17, 2015
(a)(2)		None
(a)(3)		Not applicable
(a)(4)		Not applicable
(a)(5)(A)	*	Press release announcing the Tender Offer, dated November 17, 2015
(a)(5)(B)	*	Email communication to employees, dated November 17, 2015
(a)(5)(C)	*	Press release announcing the preliminary results of the Tender Offer, dated December 17, 2015
(a)(5)(D)		Press release announcing the final results of the Tender Offer, dated December 22, 2015
(b)	**	Second Amended and Restated Credit Agreement, dated as of June 4, 2014, among the Company, Union Bank, N.A., as administrative agent and security agent, and certain lenders and financial institutions named therein (incorporated by reference to Exhibit 10.16 to our report on Form 10-Q filed on August 11, 2014).
(d)(1)		Form of Indemnification Agreement entered into between the Registrant and its directors and officers (incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 1, 2010).
(d)(2)		1996 Stock Option/Stock Issuance Plan, as amended and restated as of March 1, 2003 (incorporated by reference to Exhibit 99.1 from Form S-8 filed with the Commission on September 26, 2003)
(d)(3)		2007 Stock Incentive Plan (incorporated by reference to the Registrant’s Proxy Statement for 2007 Annual Meeting of Stockholders filed on April 30, 2007).
(d)(4)		Amended and Restated Employment Agreement between Registrant and Charles F. Willis IV dated as of December 1, 2008 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 22, 2008).
(d)(5)		Employment Agreement between the Registrant and Donald A. Nunemaker dated November 21, 2000 (incorporated by reference to Exhibit 10.3 to our report on Form 10-K filed on April 2, 2001).
(d)(6)		Amendment to Employment Agreement between Registrant and Donald A. Nunemaker dated December 31, 2008 (incorporated by reference to Exhibit 10.6 to our report on Form 10-Q filed on May 9, 2011).
(d)(7)		Employment Agreement between the Registrant and Bradley S. Forsyth dated February 20, 2007 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on February 21, 2007).
(d)(8)		Amendment to Employment Agreement between Registrant and Bradley S. Forsyth dated December 31, 2008 (incorporated by reference to Exhibit 10.10 to our report on Form 10-Q filed on May 9, 2011).
(d)(9)		Employment Agreement between the Registrant and Dean M. Poulakidas dated March 31, 2013

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		(incorporated by reference to Exhibit 10.23 to Form 8-K filed on June 19, 2013).
	(g)	None
	(h)	None
*	Previously filed.
**	Portions of these exhibits have been omitted pursuant to a request for confidential treatment and the redacted material has been filed separately with the Commission.

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EX-99.(A)(5)(D)

Exhibit (a)(5)(D)

Willis Lease Finance Corporation Announces Final Results of Its Modified Dutch Auction Tender Offer

NOVATO,  California, December 22, 2015 - Willis Lease Finance Corporation (the “Company”) (NASDAQ: WLFC) today announced the final results of its modified “Dutch auction” tender offer, which expired at 5:00 p.m., New York City time, on December 16, 2015.

The Company has accepted for purchase 643,821 shares of the Company’s common stock, at a purchase price of $18.00 per share, for an aggregate purchase price of $11,588,778, excluding fees and expenses relating to the tender offer.  These shares represent approximately 7.9% of the total number of the shares of the Company’s common stock issued and outstanding as of December 18, 2015.  The shares purchased include 516,129 shares that the Company was obligated to purchase under the terms of the offer and an estimated additional 127,692 shares that the Company elected to purchase in accordance with the optional purchase provisions of the offer.

As the Company purchased all the shares that were validly tendered, there is no proration factor.

The depositary will promptly issue payment for shares validly tendered and accepted for purchase in accordance with applicable law. Shares tendered and not accepted for purchase will be returned promptly to shareholders by the depositary in accordance with applicable law.

Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as dealer manager, D.F. King & Co., Inc., is serving as the information agent for the tender offer, and American Stock Transfer & Trust Company, LLC is acting as the depositary for the tender offer. Shareholders who have questions or would like additional information about the tender offer may contact the information agent, D.F. King & Co., Inc., the information agent for the Tender Offer, by telephone at:  (866) 796-7181 (toll-free), or in writing to: infoagent@dfking.com.

The Company may, in the future, purchase additional shares of its common stock pursuant to its previously announced share repurchase program.  However, the Company and its affiliates are prohibited from purchasing shares until at least 10 business days after December 16, 2015.

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About Willis Lease Finance Corporation

Willis Lease Finance Corporation leases large and regional spare commercial aircraft engines, auxiliary power units and aircraft to airlines, aircraft engine manufacturers and maintenance, repair and overhaul providers in 120 countries. These leasing activities are integrated with engine and aircraft trading, engine lease pools supported by cutting edge technology, as well as various end-of-life solutions for aircraft, engines and aviation materials provided through its subsidiary, Willis Aeronautical Services, Inc.

Forward Looking Statements

This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management’s judgment, beliefs, current trends, and anticipated product performance.  These statements include, but are not limited to, the prompt payment for the shares and the prompt return of shares not accepted for purchase.  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 we undertake no obligation to update them. Our 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 and our ability to capitalize on those trends, including growth rates of markets and other economic factors; risks associated with owning and leasing jet engines and aircraft; our ability 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, both to us and our customers; our ability 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 our portfolio; and risks detailed in the Company’s Annual Report on Form 10-K and other continuing reports filed with the SEC.

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