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: April 20, 2016

Willis Lease Finance Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	001-15369	68-0070656
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

773 San Marin Drive, Suite 2215
Novato, California 94998

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 408-4700

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:

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

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

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

o  Pre-commencement communications pursuant 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.

The Company entered into a Third Amended and Restated Credit Agreement dated as of April 20, 2016 (the “Credit Facility”).  This $890 million revolving credit facility has an accordion feature up to $1 billion and is provided by a syndicate of thirteen banks including: MUFG Union Bank, N.A. as Administrative Agent, Joint Lead Arranger and Joint Bookrunner; Bank of America, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents; Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Bookrunners; U.S. Bank National Association, as Documentation Agent, Joint Lead Arranger and Joint Bookrunner; Capital One, N.A., as Senior Managing Agent; and The Huntington National Bank, as Managing Agent.

This Credit Facility refinances the loans outstanding under and replaces the Company’s existing Second Amended and Restated Credit Agreement, dated as of June 4, 2014 among the Company, Union Bank, N.A., as Administrative Agent, Joint Lead Arranger and Joint Bookrunner and certain other banks named therein.  The new Credit Facility is available to finance the acquisition of aircraft, aircraft engines and related equipment, as well as for general working capital purposes.

The Credit Facility provides an $890 million revolving credit facility for a term of five years and is secured by substantially all of the Company’s assets.  Total availability under the Credit Facility is subject to a borrowing base calculation that includes specified percentages of the net book value of eligible aircraft engines, airframes, related equipment and other fixed assets ancillary to the service of aircraft or engines.

At the Company’s option, loans under the Credit Facility will bear interest at either the base rate or LIBOR, plus, in each case, an applicable interest margin.  The base rate will be equal to the highest of (1) the “Reference Rate” of MUFG Union Bank, N.A., as published from time to time, (2) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 0.50%, and (3) the one-month LIBOR rate plus 1.50%.  The applicable margin for loans under the Credit Facility ranges from 0.25% to 1.75% per annum in the case of base rate loans and from 1.50% to 3.00% in the case of LIBOR loans, in each case based upon the Leverage Ratio (as defined in the Credit Facility) for the Company and its subsidiaries. The initial applicable margin for loans under the Credit Facility will be 1.50% in the case of base rate loans, and 2.75% in the case of LIBOR loans.

The Credit Facility contains certain usual and customary affirmative and negative covenants which include, among others: financial covenants and limitations on liens; additional indebtedness; further negative pledges; investments; payment of dividends; mergers; and restricted payments.  The financial covenants include maintenance of a maximum consolidated leverage ratio, a minimum consolidated interest coverage ratio and a minimum unconsolidated (parent company) interest coverage ratio. The Credit Facility also contains usual and customary events of default, including, among others:  non-payment of principal, interest, fees and other amounts; material breach of a representation or warranty; non-performance of covenants and obligations; default on other material debt; bankruptcy or insolvency; material judgments; material adverse changes; and change in control.

Item 7.01 Regulation FD Disclosure

On April 21, 2016, the Company issued a Press Release in connection with the matters described above.  A copy of this Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements & Exhibits

The Company hereby furnishes the following exhibit pursuant to Item 7.01, “Regulation FD Disclosure”.

Exhibit No.	Description
99.1	Press Release issued by Willis Lease Finance Corporation, dated April 21, 2016.

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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 duly authorized officer.

Dated April 22, 2016

WILLIS LEASE FINANCE CORPORATION
By:	/s/ Dean M. Poulakidas
Dean M. Poulakidas
Senior Vice President and
General Counsel

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EX-99.1

Exhibit 99.1

		CONTACT:	Joseph Howard Treasurer 415-408-4700
NEWS RELEASE

Willis Lease Expands Revolving Credit Agreement Up To $1 Billion

NOVATO, CA — April 21, 2016 — Willis Lease Finance Corporation (NASDAQ: WLFC), the premier independent jet engine lessor, announced today that it has expanded its $700 million revolving credit facility by over 40% to $1 billion, which includes a $110 million accordion feature. The facility has a 5-year term and additional flexibility. Willis Lease and its subsidiaries will use the expanded credit facility to continue growing the lease portfolio, which included nearly $1.5 billion of owned and managed assets as of December 31, 2015.

“Our treasury and legal teams, led by our Treasurer, Joe Howard, and our General Counsel, Dean Poulakidas, worked extremely hard to close this transaction. Through their efforts, this improved credit facility delivers significant access to capital and flexibility to grow and take advantage of opportunities as they become available,” said Charles F. Willis, Chairman and CEO. “We expect this expanded credit facility to be a significant tool for us as we continue to grow and position the Company for the future.”

The $890 million revolving credit facility has an accordion feature up to $1 billion and is provided by a syndicate of thirteen banks including: MUFG Union Bank, N.A. as Administrative Agent, Joint Lead Arranger and Joint Bookrunner, Bank of America, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents; Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Bookrunners; U.S. Bank National Association, as Documentation Agent, Joint Lead Arranger and Joint Bookrunner, Capital One, N.A., as Senior Managing Agent, and The Huntington National Bank, as Managing Agent.

New banks joining the revolver include CIT Bank, N.A. and Apple Bank for Savings.

“Access to capital is fundamental to our success and we are grateful for the continued support of our existing banks and look forward to developing even deeper relationships with our new lenders,” said Howard.

“We are very pleased to have closed this improved revolving credit facility and even more pleased that many of our existing lenders increased their commitment to us,” said Brian R. Hole, President. “We place great value in the relationships we have with our lenders and we view their commitment to this facility as a sign of the global financial community’s strong confidence in our business model.”

About Willis Lease Finance

Willis Lease Finance Corporation leases large and regional spare commercial aircraft engines, auxiliary power units and aircraft to airlines, other lessors, 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. As of December 31, 2015, Willis had a total lease portfolio consisting of 201 engines and related equipment, 10 aircraft and 5 spare parts packages with 85 lessees in 46 countries and an aggregate net book value of $1.1 billion.

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 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/A and other continuing reports filed with the Securities and Exchange Commission.

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Note: Transmitted on GlobeNewswire on April 21, 2016, at 6:01 p.m. PDT.