EX-2 3 a19-18681_1ex2.htm EX-2

EXHIBIT 2

 

September 16, 2019

 

Board of Directors
Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, FL 33073

 

Dear Members of the Board:

 

Following our previous non-binding indication of interest submitted on June 27, 2019, we are pleased to submit this revised non-binding indication of interest to acquire (the “Transaction”) all of the outstanding shares of common stock of Willis Lease Finance Corporation (the “Company”) that are not owned by CFW Partners, L.P., a Delaware limited partnership, Charles F. Willis, IV, Austin Chandler Willis and their respective affiliates (collectively, the “Willis Parties”) at a cash purchase price of $58.00 per share of common stock (the “Offer Price”), which represents a premium of 5.7% over the Company’s closing stock price on June 26, 2019, of $54.85 and an increase of 68.95% over the Company’s closing stock price on September 17, 2018.

 

We believe the Offer Price represents a fair value for the Company and that the proposed Transaction will provide the Company’s common stockholders with immediate liquidity and certainty of value while allowing the Company to focus on its long-term development and growth without undue emphasis on short-term results.

 

We expect that the special committee consisting of disinterested and independent members of the Company’s board of directors formed on April 30, 2019 and confirmed on August 1, 2019 will evaluate, negotiate and determine whether to approve the Transaction and that the Transaction will be subject to a non-waivable condition requiring the approval of the holders of a majority of the shares of the Company’s common stock not held by the Willis Parties and the Company’s senior management.  We will not proceed with the proposed Transaction unless it is so approved.

 

The consummation of the Transaction is subject to, among other things, the Willis Parties’ satisfactory completion of its due diligence investigation of the Company, negotiation of definitive documents, corporate approval, the receipt of regulatory clearances and the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

 

As significant owners of the Company’s stock, we have no interest in selling any of our shares of Company stock or voting in favor of any alternative sale, merger or similar transaction involving the Company.  If the special committee does not recommend, or the majority of the minority stockholders of the Company described above do not approve, the proposed Transaction, we currently intend to continue as long-term stockholders of the Company.

 

We are highly confident that we will be able to secure financing commitments on an accelerated basis, and we contemplate that the proposed Transaction would not be subject to any financing condition.

 


 

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.

 

We look forward to discussing this proposal with you at your convenience and working with you to complete the Transaction expeditiously.

 

 

Very truly yours,

 

 

 

/s/ Charles F. Willis, IV

 

Charles F. Willis, IV