Willis Lease Finance’s wholly-owned subsidiary, Willis Engine Structured Trust VI, proposed an offer of $336.7 million in aggregate principal amount of fixed rate notes. It is expected that the notes will be issued in three series, with the Series A notes to be issued in an aggregate principal amount of approximately $278.6 million, the Series B notes to be issued in an aggregate principal amount of approximately $38.7 million and the Series C notes to be issued in an aggregate principal amount of approximately $19.4 million. The notes will be secured by, among other things, Willis Engine Structured Trust VI’s direct and indirect interests in a portfolio of 29 aircraft engines and one airframe, which Willis Engine Structured Trust VI will acquire from Willis Lease Finance pursuant to an asset purchase agreement.

The net proceeds of the notes will be primarily applied to pay fees and expenses related to the issuance of the notes and to pay Willis Lease Finance periodically over a 270-day delivery period as consideration for the aircraft engines and the airframe acquired by Willis Engine Structured Trust VI from Willis Lease Finance in connection with the financing. Willis Lease Finance will apply any net proceeds it receives for general corporate purposes.

The notes being offered by Willis Engine Structured Trust VI have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The notes are being offered only to qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.