SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 28)

Willis Lease Finance Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

970646 10 5

(CUSIP Number)

Charles F. Willis, IV

c/o Willis Lease Finance Corporation

4700 Lyons Technology Parkway

Coconut Creek, Florida 33073

(415) 408-4700

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 18, 2023

Date of Event Which Requires Filing of this Statement

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this statement, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The share numbers listed for voting and dispositive power as of a particular date include the number of shares into which options were exercisable or would be exercisable within 60 days of such date.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

January 18, 2023
CUSIP NO. 970646 10 5	Page 2 of 6 Pages

1	NAMES OF REPORTING PERSONS
	CFW Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,134,148
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,134,148
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,134,148
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	32.26%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

January 18, 2023
CUSIP NO. 970646 10 5	Page 3 of 6 Pages

1	NAMES OF REPORTING PERSONS
	Charles F. Willis, IV
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			928,276
		8	SHARED VOTING POWER
			2,145,430
		9	SOLE DISPOSITIVE POWER
			708,410
		10	SHARED DISPOSITIVE POWER
			1,925,564
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,073,706
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	46.46%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

January 18, 2023
CUSIP NO. 970646 10 5	Page 4 of 6 Pages

1	NAMES OF REPORTING PERSONS
	Austin Chandler Willis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			99,504
		8	SHARED VOTING POWER
			660,895
		9	SOLE DISPOSITIVE POWER
			68,252
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	760,399
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.49%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

January 18, 2023
CUSIP NO. 970646 10 5	Page 5 of 6 Pages

The Schedule 13D filed with the Securities and Exchange Commission on December 11, 2000 (the “Initial 13D”) by CFW Partners, the Trust and Mr. Charles F. Willis, IV with respect to the Common Stock, par value $0.01 per share (the “Shares”), issued by Willis Lease Finance Corporation, a Delaware corporation (the “Issuer”), as amended on August 28, 2013, October 1, 2013, July 7, 2015, December 23, 2015, March 23, 2016, May 20, 2016, June 8, 2016, October 6, 2016, April 4, 2018, September 13, 2018, April 1, 2019, June 27, 2019, September 16, 2019, November 4, 2019, February 10, 2020, March 10, 2020, March 16, 2020, April 6, 2020, August 26, 2020, September 17, 2020, March 16, 2021, March 23, 2021, June 25, 2021, August 11, 2021, September 7, 2021, April 5, 2022, and November 17, 2022 (together with the Initial 13D, the “13D”), is hereby amended as set forth below. Capitalized terms not defined herein have the meanings ascribed to them in the 13D.

Item 4. Purpose of the Transaction

Item 4 of the 13D is hereby amended to add the following:

On January 18, 2023, Charles F. Willis, IV, on behalf of CFW Partners, L.P. (“CFW”), Mitsui & Co., Ltd. (“Mitsui”), Fuyo General Lease Co., Ltd. (“Fuyo”), and JA Mitsui Leasing, Ltd. (“JAML” and collectively with CFW, Mitsui, and Fuyo, the “Consortium”), delivered a letter (the “Letter”) to the Special Committee of the Board of Directors of the Issuer reaffirming the Consortium’s interest in acquiring all of the outstanding Shares of the Issuer not already owned by CFW, Charles F. Willis, IV, Austin Chandler Willis and their respective affiliates in exchange for cash consideration of $45 per Share (the “Offer Price”).  The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which is filed as Exhibit 2 hereto.

While the Reporting Persons believe the Offer Price represents a fair value for the Shares, the ultimate terms of a transaction, including price, will be determined through negotiations between the Consortium and the Special Committee of the Board of Directors of the Issuer, and accordingly there can be no assurance that an agreement for a transaction will be entered into or that the terms of any such transaction will not differ materially from the terms contemplated by the Letter.

Except as set forth in this Item 4, the Reporting Persons do not have any plans or proposals with respect to any of the actions specified in Item 4 of the 13D.

Item 7. Materials to be Filed as Exhibits

Item 7 is hereby amended and supplemented by adding the following exhibits as the last exhibits of Item 7 of the 13D:

1. Joint Filing Agreement

2. Reaffirmation Letter, dated January 18, 2023

January 18, 2023
CUSIP NO. 970646 10 5	Page 6 of 6 Pages

SIGNATURES

After reasonable 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.

	CFW PARTNERS, L.P.
Date: January 18, 2023	By:	/s/ Charles F. Willis, IV
		Charles F. Willis, IV
		its General Partner
Date: January 18, 2023	By:	/s/ Charles F. Willis, IV
		Charles F. Willis, IV
Date: January 18, 2023	By:	/s/ Austin Chandler Willis
		Austin Chandler Willis

EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

Agreement among CFW Partners, L.P., a Delaware limited partnership, Charles F. Willis, IV and Austin Chandler Willis, whereby, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, each of the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D with respect to the equity securities of Willis Lease Finance Corporation and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement in counterpart as of this 18th day of January 2023.

	CFW PARTNERS, L.P.
Date: January 18, 2023	By:	/s/ Charles F. Willis, IV
		Charles F. Willis, IV,
		its General Partner
Date: January 18, 2023	By:	/s/ Charles F. Willis, IV
		Charles F. Willis, IV
Date: January 18, 2023	By:	/s/ Austin Chandler Willis
		Austin Chandler Willis

EX-99.2

EXHIBIT 2

January 18, 2023

Special Committee of the Board of Directors

Willis Lease Finance Corporation

4700 Lyons Technology Parkway

Coconut Creek, FL 33073

Dear Members of the Special Committee:

We are writing on behalf of CFW Partners, L.P. (“CFW”), Mitsui & Co., Ltd., Fuyo General Lease Co., Ltd., and JA Mitsui Leasing, Ltd. to reaffirm our interest in acquiring all of the outstanding shares of common stock of Willis Lease Finance Corporation (the “Company”) that are not owned by CFW, Charles F. Willis, IV, Austin Chandler Willis and their respective affiliates (collectively, the “Willis Parties”) at a cash purchase price of $45 per share of common stock (the “Offer Price”). Given the macro-economic headwinds, uncertainty facing the global economy generally and the aviation industry in particular, the long-term cost of capital facing the Company, material wage inflation effecting both the leasing business as well as the services businesses and geopolitical uncertainty abroad, we continue to believe that the Offer Price is fair and provides certain value and immediate liquidity for the Company’s unaffiliated stockholders.

Due to our obligations under the federal securities laws, we intend to promptly file a Schedule 13D amendment, including a copy of this letter, with the Securities and Exchange Commission.

This letter does not constitute a contract, commitment or other binding obligation on the part of any person in any respect. In addition, this letter does not constitute an offer or proposal capable of acceptance and may be withdrawn at any time and in any manner.  Any obligation of the Willis Parties with respect to the proposed transaction will be only as set forth in a definitive written agreement executed and delivered by them.

Very truly yours,

Charles F. Willis, IV