Willis Lease Finance Acquires 25 Assets for $262.9M

Willis Lease Finance Corporation (WLFC) has expanded its aviation asset portfolio with the acquisition of 12 commercial aircraft and 13 spare engines from WNG International Master Fund II, L.P. for an adjusted purchase price of approximately $262.9 million. The transaction officially closed on August 24, 2026, following an amended Purchase and Sale Agreement originally signed in July.

Announced in a press release and detailed in a Form 8-K filed with the U.S. Securities and Exchange Commission (SEC) on August 25, 2026, the acquisition was executed through WLFC’s wholly owned subsidiary, Willis Dallas Ltd. The deal involved the purchase of the entire issued share capital of WNG II Aircraft Leasing (Cayman) Ltd. and 100 percent of the membership interests of WNG Aircraft Management 3, LLC.

Financial structure and asset allocation

The transaction featured a base purchase price of $379.3 million, which was adjusted down to approximately $262.9 million at closing. According to the SEC filing, these adjustments accounted for basic rent, maintenance reserves, cash security deposits, and assets lost or disposed of prior to the closing date. A 6.25 percent per annum interest rate was applied as an upward adjustment from the historical economic closing date through the actual closing date. The final payment was also reduced by a previously funded $10 million deposit and a $1,517,200 holdback amount.

The acquired portfolio consists of 12 commercial aircraft and 13 spare aircraft engines. WLFC stated in its regulatory filings that it intends to allocate 10 of the acquired engines and six of the aircraft to subsidiaries of joint ventures or managed investment vehicles, integrating the new assets into its existing leasing and management platform.

Strategic growth and recent corporate activity

The acquisition from WNG International Master Fund II aligns with WLFC’s stated objectives of expanding its integrated leasing, asset management, and aftermarket service capabilities. WLFC Chief Executive Officer Austin C. Willis highlighted the strategic fit of the newly acquired portfolio.

“We believe this acquisition represents an attractive opportunity to put capital to work in assets that fit well with our existing business. It builds on our core strengths in aircraft and engine leasing and reflects our continued focus on disciplined growth and long-term value creation.”

This transaction follows a series of significant corporate actions by the Coconut Creek, Florida-based lessor in the third quarter of 2026. On July 17, 2026, WLFC effected a three-for-one forward stock split designed to increase the liquidity and accessibility of its shares. Shortly after, on July 29, 2026, the company signed a five-year agreement with RTX’s Pratt & Whitney for engine storage and lease return services. WLFC subsequently reported its second-quarter financial results on August 4, 2026, posting total revenue of $388.3 million and net income of $55.2 million for the first half of the year.

AirPro News analysis

We view this acquisition as a logical extension of WLFC’s core leasing and asset management strategy. By acquiring an established portfolio and immediately planning to allocate a significant portion of the assets to joint ventures and managed vehicles, WLFC is leveraging its platform to generate management fees while expanding its physical footprint. The adjusted purchase price reflects standard industry mechanisms for transferring operational aviation assets, ensuring the buyer is compensated for rent and maintenance reserves accrued prior to the physical closing. Coupled with the recent Pratt & Whitney agreement and strong first-half financial results, this acquisition indicates a period of structured capital deployment for the lessor.

Sources: Willis Lease Finance Corporation