Willis Lease Finance Corp 8-K, filed Mar 16, 2020

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): March 16, 2020

WILLIS LEASE FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

4700 Lyons Technology Parkway Coconut Creek, FL  33076

(Address of principal executive offices, including zip code)

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

Not Applicable

(Former name or 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:

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

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).                                Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01.  Regulation FD Disclosure.

Willis Lease Finance Corporation (the “Company”) previously announced that an independent committee of the Board of Directors of the Company (the “Independent Committee”) has been in negotiations with Charles F. Willis, IV, the Company’s Chief Executive Officer and Chairman of the Board of Directors (the “Board”), Mr. Austin C. Willis, the Company’s Senior Vice President of Corporate Development and a Board member, and CFW Partners, L.P.  (collectively, the “Group”) regarding the Group’s proposed acquisition of the outstanding shares of common stock of the Company.  On March 16, 2020, the Independent Committee terminated negotiations with the Group due to significant uncertainty surrounding the proposed acquisition in light of recent market volatility, lack of visibility regarding future market performance and the importance of prioritizing the operations of the Company in light of the potential impacts of the COVID-19 pandemic.

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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 hereunto duly authorized.

Dated: March 16, 2020

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