Sec Form 13D Filing - WILLIS CHARLES F IV filing for WILLIS LEASE FINANCE CORP (WLFC) - 2022-11-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 27)

Willis Lease Finance Corporation

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(Name of Issuer)

Common Stock

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(Title of Class of Securities)

970646 10 5

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(CUSIP Number)

Charles F. Willis, IV

c/o Willis Lease Finance Corporation

4700 Lyons Technology Parkway

Coconut Creek, Florida 33073

(415) 408-4700

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(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 16, 2022

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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).

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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

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

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, and April 5, 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.

On November 17, 2022, Mitsui & Co., Ltd., a Japanese limited company (“Mitsui”), Fuyo General Lease Co., Ltd. (“Fuyo”), JA Mitsui Leasing, Ltd. (“JAML”) and CFW Partners, L.P. (Mitsui, Fuyo, JAML, and CFW Partners, L.P., each a “Member” and collectively, the “Consortium”) entered into a consortium agreement (the “Consortium Agreement”), pursuant to which the Consortium will cooperate in good faith in connection with an acquisition transaction (“Proposed Transaction”) with respect to the Issuer as contemplated by the Proposal (as defined below). The Consortium Agreement provides for, without limitation, cooperation in: (i) negotiating with the Issuer and the independent special committee of the Issuer’s board of directors with respect to the Proposed Transaction; (ii) engaging advisors; (iii) financing the Proposed Transaction; and (iv) entering into definitive documentation with respect to the Proposed Transaction. During the period commencing on November 17, 2022 for a period of three months, subject to extension or early termination on the occurrence of certain events as set forth in the Consortium Agreement, the Members have agreed to work exclusively with each other to implement the Proposed Transaction, including, without limitation, (a) voting or causing to be voted at shareholders’ meetings, in favor of the Proposed Transaction, (b) voting against any competing transaction, (c) refraining from engaging in a competing proposal, and (d) not disposing of any securities of the Issuer.

 

 

The Proposed Transaction is subject to a number of conditions, including, among other things, the negotiation and execution of definitive documents mutually acceptable in form and substance to the Issuer and the Consortium. Neither the Issuer nor any Member is obligated to complete the Proposed Transaction, and a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive documents. While the Consortium believes that 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 independent special committee of the Issuer’s board of directors. 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 from the terms contemplated in the Proposal.

 

The foregoing descriptions of the Consortium Agreement and Proposal do not purport to be complete and are qualified in their entirety by reference to the full text of the Consortium Agreement and Proposal, which are filed as Exhibits 2 and 3 hereto and incorporated herein by reference.

 

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 5 of the 13D is hereby amended to add the following:

(a) As of November 17, 2022, the Reporting Persons beneficially owned the following Shares:

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CFW Partners: 2,134,148

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Charles F. Willis, IV: 3,073,706

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Austin C. Willis: 760,399

(b) As of November 17, 2022, the Reporting Persons had the power to vote, dispose of or direct the vote or disposition of the following Shares:

(c) There have been no transactions in the Shares by the Reporting Persons in the past sixty days.

(d) No person(s) other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of the Issuer beneficially owned by the Reporting Persons.

(e) Not applicable.

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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