November 17, 2022
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CUSIP NO. 970646 10 5
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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CFW Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO, PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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2,134,148
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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2,134,148
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,134,148
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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32.26%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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November 17, 2022
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CUSIP NO. 970646 10 5
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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Charles F. Willis, IV
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO, PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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928,276
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8
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SHARED VOTING POWER
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2,145,430
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9
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SOLE DISPOSITIVE POWER
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708,410
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10
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SHARED DISPOSITIVE POWER
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1,925,564
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,073,706
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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46.46%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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November 17, 2022
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CUSIP NO. 970646 10 5
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Page 4 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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Austin Chandler Willis
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO, PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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99,504
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8
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SHARED VOTING POWER
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660,895
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9
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SOLE DISPOSITIVE POWER
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68,252
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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760,399
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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11.49%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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November 17, 2022
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CUSIP NO. 970646 10 5
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Page 5 of 7 Pages
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Item 4.
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Purpose of the Transaction
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Item 5. |
Interest in Securities of the Issuer
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•
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CFW Partners: 2,134,148
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•
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Charles F. Willis, IV: 3,073,706
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•
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Austin C. Willis: 760,399
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CFW Partners:
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Sole Voting Power
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0
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Shared Voting Power
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2,134,148
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Sole Dispositive Power
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0
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Shared Dispositive Power
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2,134,148
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Total beneficially owned
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2,134,148
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November 17, 2022
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CUSIP NO. 970646 10 5
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Page 6 of 7 Pages
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Charles F. Willis, IV:
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Sole Voting Power
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928,276
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Shared Voting Power
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2,145,430
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Sole Dispositive Power
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708,410
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Shared Dispositive Power
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1,925,564
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Total beneficially owned
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3,073,706
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Austin C. Willis:
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Sole Voting Power
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99,504
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Shared Voting Power
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660,895
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Sole Dispositive Power
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68,252
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Shared Dispositive Power
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0
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Total beneficially owned
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760,399
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Item 7. |
Materials to be Filed as Exhibits
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Joint Filing Agreement
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Consortium Agreement, dated November 17, 2022
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Proposal, dated November 17, 2022 (and Annex I of the Consortium Agreement)
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November 17, 2022
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CUSIP NO. 970646 10 5
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Page 7 of 7 Pages
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CFW PARTNERS, L.P.
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Date: November 17, 2022
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By:
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/s/ Charles F. Willis, IV
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Charles F. Willis, IV
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its General Partner
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Date: November 17, 2022
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By:
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/s/ Charles F. Willis, IV
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Charles F. Willis, IV
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Date: November 17, 2022
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By:
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/s/ Austin Chandler Willis
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Austin Chandler Willis
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CFW PARTNERS, L.P.
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Date: November 17, 2022
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By:
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/s/ Charles F. Willis, IV
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Charles F. Willis, IV,
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its General Partner
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Date: November 17, 2022
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By:
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/s/ Charles F. Willis, IV
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Charles F. Willis, IV
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Date: November 17, 2022
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By:
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/s/ Austin Chandler Willis
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Austin Chandler Willis
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.
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CFW PARTNERS, L.P
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By
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Name:
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Title:
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MITSUI & CO., LTD.
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By
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Name:
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Title:
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FUYO GENERAL LEASE CO., LTD.
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By
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Name:
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Title:
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JA MITSUI LEASING, LTD.
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By
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Name:
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Title:
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Term
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Summary
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Issuer
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Willis Lease Finance Corporation
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Investors
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Fuyo General Lease Co., Ltd., or its affiliate (“Fuyo”); and
JA Mitsui Leasing, Ltd., or its affiliate (“JAML”).
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Investment Amount
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Up to Ninety million dollars ($90,000,000) in total, in eight tranches of equal amounts. Fuyo will be the Investor with respect to four tranches (“Tranche 1,” “Tranche 2,” “Tranche 3” and “Tranche 4”), and JAML will be the Investor with respect to four tranches (“Tranche 5,” “Tranche 6,” “Tranche 7” and “Tranche 8”; all such tranches of Fuyo
and JAML are collectively referred to as the “Tranches”). Each investor shall invest the same amount at the same time.
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Securities Issued
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[●] shares of the Company’s Series A-3 Preferred Stock to be issued in eight Tranches.
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Issue Date
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The closing date of the Proposed Transaction.
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Ranking
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Series A-3 Preferred Stock shall rank: (i) pari passu to the Series A-1 and A-2 Preferred Stock; and (ii) senior to the common stock and to any other class or
series of Company’s preferred stock outstanding.
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Dividend
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Cumulative quarterly dividend at a rate per annum of 7.5% plus the Adjustment Rate (as defined below) per share.
The Adjustment Rate shall mean the rate in percent per annum obtained by deducting the Base Rate from the Swap Rate as of the Issue Date.
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Term
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Summary
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The Base Rate shall mean 3.19% (which represents the average of the Swap Rate as of each business day during the period from June 23, 2022 to June 29, 2022).
The Swap Rate shall mean the 7 year USD swap rate, displayed at “US Dollar Interest Rate Swap Fixing (USDSFIX=IBAL)” on Thomson Reuters.
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Liquidation Value
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Liquidation preference of $1,000 per share plus all accrued and unpaid dividends (whether or not declared).
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Mandatory Redemption1
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Series A-3 Preferred Stock has no stated maturity; provided, however, that each Investor shall have the option, in such Investor’s sole discretion, to require the Company to redeem all, or
any portion, of such stock (a “Mandatory Redemption”) for cash at the Liquidation Value on 90 days’ advance written notice upon the occurrence of any of the following events (each such event, a “Mandatory Redemption Event”):
1. Each Investor shall have the option to redeem such Investor’s Series A-3 Preferred Stock on the date that is the seventh (7th) anniversary of the Issue Date.
After the 7th anniversary of the Issue Date, each of Fuyo and JAML may only redeem an odd numbered Tranche (i.e., Tranche 1, 3, 5 or 7) on an anniversary of the Issue Date that is an odd number of years (e.g., 9th,
11th and 13th anniversary of the Issue Date) and may only redeem an even numbered Tranche (i.e., Tranche 2, 4, 6 or 8) on an anniversary of the Issue Date that is an even number of years (e.g., 8th, 10th,
12th anniversary of the Issue Date);
2. Each Investor of Series A-3 Preferred Stock shall have the option to redeem all (and not less than all) of its Tranches if there is a material breach by the
Company of the applicable stock purchase agreement for such Series A-3 Preferred Stock, including material breaches of representations and warranties contained in such stock purchase agreement made on the applicable original issue date,
that remains uncured on the date that such holder of Series A-3 Preferred Stock gives written notice to the Company of such material breach;
3. CFW Partners, L.P. and certain members of the “Willis Family Group” (viewed collectively, as a single stockholder) cease to be the largest single direct or
indirect stockholder;
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Term |
Summary
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4. The Company’s “surplus” is less than the sum of the Liquidation Value of all of the Series A Preferred Stock and the liquidation value of any other class or
series of shares;
5. The Company (either individually or on a consolidated basis with its subsidiaries) incurs an operating loss or ordinary loss (as such terms are used in the
existing preferred) for 2 consecutive fiscal years;
6. The Company undergoes a consolidation, merger, or sale of stock (other than between the board members or management team) and the stockholders of the Company
immediately prior to such transaction hold (beneficially) less than 50% of the issued and outstanding stock of the Company after giving effect to such transaction; and
7. The Company assigns, sells or otherwise disposes of all or substantially all of its assets.
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Company Redemption
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The Company may redeem all or any fewer number of Tranches of Series A-3 Preferred Stock in multiples of 2 Tranches, in whole, within ninety (90) days’ advance written notice to the holders of Series A-3
Preferred Stock, at any time and from time to time for cash at the Liquidation Value as follows: Tranches 1 and 5, Tranches 2 and 6, Tranches 3 and 7, and Tranches 4 and 8.
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Voting Rights
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Holders of the Series A-3 Preferred Stock shall not have any voting rights, except as provided by applicable law and as set forth below. Approval of holders of a majority of Series A-3 Preferred Stock is
required to:
1. Authorize or create, or increase the authorized or issued amount of, any other class or series of shares of capital stock ranking senior to Series A Preferred
Stock with respect to payment of dividends or the distribution of assets upon a Liquidation or reclassify any authorized shares of capital stock of the Company into such capital stock, or create, authorize or issue any obligation or
security convertible into or evidencing the right to purchase any such shares of capital stock ranking senior in priority to Series A Preferred Stock;
2. Except for equity securities of one or more classes that (i) rank pari passu to Series A Preferred Stock with respect
to payment of dividends or the distribution of assets upon a liquidation, (ii) have an aggregate liquidation value at the time of calculation less than or equal to $25,000,000 and (iii) have a maximum per annum dividend rate of fifteen
percent (15%), authorize or create, or increase the authorized or issued amount of, any other class or series of shares of capital stock that ranks pari passu to Series A Preferred Stock with
respect to payment of dividends or the distribution of assets upon a Liquidation or reclassify any authorized shares of capital stock of the Company into such capital stock;
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Term |
Summary
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3. Authorize or create, or increase the authorized or issued amount of, any additional shares of Series A Preferred Stock; or
4. Amend, alter or repeal the provisions of the certificate of incorporation, any certificate of designations, the bylaws of the Company or any other document
similar to the foregoing, whether by merger, consolidation, transfer or conveyance of substantially all of its assets, or otherwise so as to materially and adversely affect any right, preference, privilege or voting power of Series A
Preferred Stock or the holders thereof; provided, however, so long as any shares of Series A Preferred Stock remain outstanding or are converted into securities of the surviving entity, in each case with terms that are
substantially similar in all material respects to the shares of Series A Preferred Stock, the occurrence of such event will not be deemed to materially and adversely affect such rights, preferences, privileges or voting or other powers of
holders of Series A Preferred Stock.
Changes to the terms of the Series A Preferred Stock (other than non-substantive clarifications) shall be effective only upon the vote of the Board of Directors and the approval of a
majority of Series A Preferred Stock.
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Restrictions on Transfer
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The holders of Series A Preferred Stock may not transfer all or any part of Series A Preferred Stock; provided, however, that such holders may assign part or all of Series A Preferred Stock
with the consent of the Company or after 90 days after the occurrence of any Mandatory Redemption Event.2
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Preemptive Rights
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None.
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Fee
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The Company pays 100 bps of the Investment Amount contributed by each respective Investor, to such Investor at the Issue Date.
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Withholding
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The Company shall be entitled to deduct and withhold on any amounts payable pursuant to the terms of the Series A Preferred Stock with respect to any Investor to the extent required by applicable law.
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Very truly yours,
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Charles F. Willis, IV
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