Filing Details

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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)
	46.44%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

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, November 17, 2022, and January 18, 2023 (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

In response to the indication of interest submitted by CFW Partners, L.P. (“CFW”) on November 17, 2022, on behalf of 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”), to acquire 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 Special Committee of the Board of Directors of the Issuer (the “Special Committee”) responded on March 9, 2023 to the Consortium’s indication of interest with a counterproposal requesting that the Consortium increase its 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, 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 is hereby amended and supplemented by adding the following exhibits as the last exhibits of Item 7 of the 13D:

 

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.

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