Preferred Stock Channel
Willis Lease Finance Corp. | 9.0% Series A Cumulative Redeemable Preferred Stock (WLFCP)

Prospectus excerpt:  Series A Preferred Stock: 3,200,000 shares of 9.0% Series A Cumulative Redeemable Preferred Stock (3,680,000 shares if the underwriters' over-allotment is exercised in full).

Offering Price per Share: $10.00

Payment and Settlement: We expect that the Series A Preferred Stock will be ready for delivery against payment through the facilities of The Depository Trust Company on or about February 7, 2006.

Form: The Series A Preferred Stock will be issued and maintained in book-entry form and registered in the name of the nominee of The Depository Trust Company, except under certain limited circumstances.

Dividends: Holders of the Series A Preferred Stock will be entitled to receive, when, as and if declared by our board of directors, cumulative cash dividends on the Series A Preferred Stock at an annual rate of 9.0% of the $10.00 liquidation preference (equivalent to $0.90 per year per share of Series A Preferred Stock). Our revolving credit facility prohibits our declaration or payment of dividends on shares of any class or series of our capital stock, including our Series A Preferred Stock if an event of a default under such facilities has or will occur and remains uncured.

To the extent declared by our board of directors, dividends will be payable monthly on the 15th of each month, or if not a business day, the next succeeding business day, provided that the first dividend will be paid on a date that is at least 45 days after the initial sale of the Series A Preferred Stock to the public. Dividends paid will be cumulative from and including February 7, 2006. The first dividend is expected to be paid beginning on March 15, 2006. Our board of directors is not required to declare these dividends, and holders of the Series A Preferred Stock cannot force it to do so. Accrued and unpaid dividends on the Series A Preferred Stock will not bear interest. We will not be permitted to pay or set aside dividends on any of our capital stock ranking junior to the Series A Preferred Stock unless we have paid or set aside for payment all dividends in arrears, if any, on the outstanding shares of the Series A Preferred Stock and any other series of stock ranking equally to the Series A Preferred Stock.

Ratio of Earnings to Fixed Charges and Preferred Dividends and Distributions: Our ratio of earnings to fixed charges and preferred dividends for the year ended December 31, 2000 was 1.36, for the year ended December 31, 2001 was 1.38, for the year ended December 31, 2002 was 1.29, for the year ended December 31, 2003 was 1.48, for the year ended December 31, 2004 was 1.48 and for the nine month period ended September 30, 2005 was 1.15. We had no preferred stock outstanding during these periods. See "Ratio of Earnings to Fixed Charges and Preferred Dividends and Distributions" included elsewhere in this prospectus.

Ranking: The Series A Preferred Stock will rank junior to all our indebtedness and senior to our common stock and to any other of our equity securities that we may issue in the future that by their terms rank junior to the Series A Preferred Stock with respect to payment of dividends and distribution of assets upon our liquidation, dissolution or winding up. We can issue additional shares of Series A Preferred Stock and preferred stock that ranks equally in priority as the Series A Preferred Stock, but cannot issue any preferred stock that ranks senior to the Series A Preferred Stock.

Liquidation Preference: If we liquidate, dissolve or wind-up, holders of the Series A Preferred Stock will have the right to receive $10.00 per share, plus all accrued and unpaid dividends (whether or not declared) up to the date of payment of such amount, after payment of all our indebtedness and lease obligations, and before any payments are made to the holders of our common stock and any other equity securities ranking junior to the Series A Preferred Stock.

Holders of the Series A Preferred Stock will not have a liquidation preference if we consolidate or merge with or into any other corporation, trust or entity, or if any corporation, trust or other entity consolidates or merges with or into us, or if all or substantially all of our property or business is sold, leased or conveyed, because those events will not be deemed to be a liquidation, dissolution or winding up of our business.

Further, if in a consolidation, merger or otherwise, we are not the surviving entity, and if the Series A Preferred Stock remains outstanding and is exchangeable for a security of the surviving entity with terms that are materially the same as the terms of the Series A Preferred Stock, then the occurrence of such event will not be deemed to materially or adversely affect holders' rights, preferences, privileges or voting powers.

No Maturity: The Series A Preferred Stock has no stated maturity date. After February 15, 2011, we may, but are not required to, redeem the shares. Accordingly, the Series A Preferred Stock will remain outstanding indefinitely, unless we decide to redeem them, or they are otherwise cancelled or exchanged.

No Conversion: The Series A Preferred Stock is not convertible into any of our property or other securities.

Optional Redemption by Us: We may not redeem the Series A Preferred Stock prior to February 15, 2011.

On or after February 15, 2011, we may, at our option, redeem the Series A Preferred Stock, in whole or in part, at any time and from time to time, on any scheduled dividend payment date for cash at a price of $10.00 per share, plus accrued and unpaid dividends, if any, to and including the redemption date. We are not required to create a sinking fund or otherwise set aside funds to redeem the Series A Preferred Stock. We may not redeem a portion of the Series A Preferred Stock if fewer than 20% of the original number of shares of Series A Preferred Stock issued (including pursuant to any future issuance) would remain outstanding after the redemption.

Limited Voting Rights: Holders of the Series A Preferred Stock will generally have no voting rights.

However, if dividends on any outstanding Series A Preferred Stock have not been paid for an aggregate of 18 or more months (whether consecutive or nonconsecutive) and remain unpaid, holders of the Series A Preferred Stock will be entitled to vote as a separate class with other holders of Series A Preferred Stock and holders of all other series of our preferred stock upon which like voting rights have been conferred, and will be entitled to elect two additional directors to serve on our board of directors until all unpaid dividends on the Series A Preferred Stock have been paid.

In addition, certain material and adverse changes to the terms of the Series A Preferred Stock cannot be made without the affirmative vote of the holders of at least two-thirds of the outstanding shares of the Series A Preferred Stock.

Full Prospectus PDF », Secondary Prospectus PDF », WLFC Page »

Series:A
Redeemable?:Yes
Call Date:2/15/2011 (Now Trading Post Call Date)
Perpetual?:Yes
Cumulative?:Yes
Shares Offered:3,200,000
Overallotment:480,000
Liquidation Preference:$10.00
Original Coupon:9.00%
Pay Period:Monthly
CDx3 Compliance Rating: Learn WLFCP's Rating
Willis Lease Finance is a lessor and servicer of commercial aircraft and aircraft engines. Co. separates its business into the following reportable segments: Leasing and Related Operations, which leases aircraft and aircraft engines and provides related services to a group of commercial aircraft operators and maintenance, repair and overhaul organizations worldwide; and Spare Parts Sales, which primarily engages in the sale of aircraft engine parts and materials through the acquisition or consignment of engines from third parties or from the leasing portfolio through its wholly owned subsidiary, Willis Aeronautical Services, Inc.

Preferred: WLFCP


Open the WLFC Information Page »
Name:  Willis Lease Finance Corp.
Website:  www.willislease.com
Sector:  Aerospace & Defense
Number of ETFs Holding WLFC:  13 (see which ones)
Total Market Value Held by ETFs:  $10,442,948
Total Market Capitalization:  $322,000,000
% of Market Cap. Held by ETFs:  3.24%

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