REG - Burford Capital Ltd - Closing of Private Offering of Senior Notes

Burford CapitalAnnouncement

30/01/2024 16:15

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RNS Number : 4157B  Burford Capital Limited  30 January 2024

 

January 30, 2024

 

 

Burford Capital Announces Closing of Private Offering of Senior Notes

 

Burford Capital Limited ("Burford" or "Burford Capital"), the leading global
finance and asset management firm focused on law, today announces the closing
on January 30, 2024 of the private offering of $275.0 million aggregate
principal amount of additional 9.250% senior notes due 2031 (the "Additional
Notes") by its indirect, wholly owned subsidiary, Burford Capital Global
Finance LLC (the "Issuer"). The Additional Notes are guaranteed on a senior
unsecured basis by Burford Capital as well as Burford Capital Finance LLC and
Burford Capital PLC, both indirect, wholly owned subsidiaries of Burford
Capital (such guarantees, together with the Additional Notes, the
"Securities"). There was $400.0 million aggregate principal amount of the
Issuer's 9.250% senior notes due 2031 (the "Initial Notes") outstanding prior
to the closing of the offering. The Additional Notes were initially offered to
investors at an offering price equal to 103.625% of the principal amount
thereof, plus accrued interest from January 1, 2024, representing a yield to
worst of 8.251%. The Additional Notes were issued as "Additional Notes" under
the indenture, dated as of June 26, 2023 (the "Indenture"), by and among the
Issuer, Burford Capital, as parent guarantor, the other guarantors party
thereto from time to time and U.S. Bank Trust Company, National Association,
as trustee (pursuant to which the Issuer previously issued the Initial Notes).
The Additional Notes have identical terms to the Initial Notes (other than
with respect to the date of issuance, the issue price and the first interest
payment date) and will be treated as a single class for all purposes under the
Indenture.

 

Burford Capital intends to use the net proceeds from the offering of the
Securities for general corporate purposes.

 

The Securities have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or the laws of any
other jurisdiction and may not be offered or sold within the United States or
to, or for the account or benefit of, US persons absent registration or an
applicable exemption from registration under the Securities Act or any
applicable state securities laws. The Securities will be offered only to
persons reasonably believed to be "Qualified Institutional Buyers" within the
meaning of Rule 144A under the Securities Act or non-US persons outside the
United States pursuant to Regulation S under the Securities Act, in each case,
who are "Qualified Purchasers" as defined in Section (2)(a)(51)(A) under the
US Investment Company Act of 1940, as amended.

 

 

For further information, please contact:

 

 Burford Capital Limited
 For investor and analyst inquiries:
 Robert Bailhache, Head of Investor Relations, EMEA and Asia - email  +44 (0)20 3530 2023
 (mailto:rbailhache@burfordcapital.com)
 Jim Ballan, Head of Investor Relations, Americas - email             +1 (646) 793 9176
 (mailto:JBallan@burfordcapital.com)
 For press inquiries:
 David Helfenbein, Vice President, Public Relations - email           +1 (212) 235 6824
 (mailto:dhelfenbein@burfordcapital.com)

 Deutsche Numis - NOMAD and Joint Broker                              +44 (0)20 7260 1000
 Giles Rolls
 Charlie Farquhar

 Jefferies International Limited - Joint Broker                       +44 (0)20 7029 8000
 Graham Davidson
 James Umbers

 Berenberg - Joint Broker                                             +44 (0)20 3207 7800
 Toby Flaux
 James Thompson
 Yasmina Benchekroun

About Burford Capital

Burford Capital is the leading global finance and asset management firm
focused on law. Its businesses include litigation finance and risk management,
asset recovery and a wide range of legal finance and advisory activities.
Burford is publicly traded on the New York Stock Exchange (NYSE: BUR) and the
London Stock Exchange (LSE: BUR), and it works with companies and law firms
around the world from its offices in New York, London, Chicago, Washington,
DC, Singapore, Dubai, Sydney and Hong Kong.

 

This announcement does not constitute an offer to sell or the solicitation of
an offer to buy any securities of Burford.

 

This announcement does not constitute an offer of any Burford private fund.
Burford Capital Investment Management LLC, which acts as the fund manager of
all Burford private funds, is registered as an investment adviser with the US
Securities and Exchange Commission. The information provided in this
announcement is for informational purposes only. Past performance is not
indicative of future results. The information contained in this announcement
is not, and should not be construed as, an offer to sell or the solicitation
of an offer to buy any securities (including, without limitation, interests or
shares in any of Burford private funds). Any such offer or solicitation may be
made only by means of a final confidential private placement memorandum and
other offering documents.

 

Prohibition of sales to retail investors in the European Economic Area. The
Securities are not intended to be offered, sold or otherwise made available
to, and should not be offered, sold or otherwise made available to, any retail
investor in the European Economic Area (the "EEA"). For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU (as
amended, the "Insurance Distribution Directive"), where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU)
2017/1129 (as amended or superseded, the "Prospectus Regulation"). No key
information document required by Regulation (EU) 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Securities or otherwise
making them available to retail investors in the EEA has been prepared and,
therefore, offering or selling the Securities or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.

Prohibition of sales to retail investors in the United Kingdom. The Securities
are not intended to be offered, sold or otherwise made available to, and
should not be offered, sold or otherwise made available to any retail investor
in the United Kingdom (the "UK"). For these purposes, a retail investor means
a person who is one (or more) of: (i) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law
by virtue of the European Union (Withdrawal) Act 2018 (as amended, the
"EUWA"); (ii) a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (as amended, the "FSMA") and any rules or
regulations made under the FSMA to implement Directive (EU) 2016/97, where
that customer would not qualify as a professional client, as defined in point
(8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA; or (iii) not a qualified investor as
defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the EUWA (as amended or superseded, the "UK Prospectus
Regulation"). Consequently, no key information document required by Regulation
(EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (as
amended, the "UK PRIIPs Regulation") for offering or selling the Securities or
otherwise making them available to retail investors in the UK has been
prepared and, therefore, offering or selling the Securities or otherwise
making them available to any retail investor in the UK may be unlawful under
the UK PRIIPs Regulation.

 

IN MEMBER STATES OF THE EEA, THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO
ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS REGULATION IN
SUCH MEMBER STATE AND SUCH OTHER PERSONS AS THIS ANNOUNCEMENT MAY BE ADDRESSED
ON LEGAL GROUNDS, AND NO PERSON THAT IS NOT A RELEVANT PERSON OR QUALIFIED
INVESTOR MAY ACT OR RELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS. IN THE
UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO ARE
"QUALIFIED INVESTORS" WITHIN THE MEANING OF THE UK PROSPECTUS REGULATION AND
SUCH OTHER PERSONS AS THIS ANNOUNCEMENT MAY BE ADDRESSED ON LEGAL GROUNDS, AND
NO PERSON THAT IS NOT A RELEVANT PERSON OR QUALIFIED INVESTOR MAY ACT OR RELY
ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS.

Forward-looking statements

This announcement contains "forward-looking statements" within the meaning of
Section 21E of the US Securities Exchange Act of 1934, as amended, regarding
assumptions, expectations, projections, intentions and beliefs about future
events. These statements are intended as "forward-looking statements". In some
cases, predictive, future-tense or forward-looking words such as "aim",
"anticipate", "believe", "continue", "could", "estimate", "expect",
"forecast", "guidance", "intend", "may", "plan", "potential", "predict",
"projected", "should" or "will" or the negative of such terms or other
comparable terminology are intended to identify forward-looking statements,
but are not the exclusive means of identifying such statements. In addition,
Burford and its representatives may from time to time make other oral or
written statements that are forward-looking, including in its periodic reports
that Burford files with, or furnishes to, the US Securities and Exchange
Commission, other information made available to Burford's security holders and
other written materials. By their nature, forward-looking statements involve
known and unknown risks, uncertainties and other factors because they relate
to events and depend on circumstances that may or may not occur in the future.
Burford cautions you that forward-looking statements are not guarantees of
future performance and are based on numerous assumptions, expectations,
projections, intentions and beliefs and that Burford's actual results of
operations, including its financial position and liquidity, and the
development of the industry in which it operates, may differ materially from
(and be more negative than) those made in, or suggested by, the
forward-looking statements contained in this announcement. Significant factors
that may cause actual results to differ from those Burford expects include,
among others, those discussed under "Risk Factors" in Burford's annual report
on Form 20-F for the year ended December 31, 2022 filed with the US Securities
and Exchange Commission on May 16, 2023 and other reports or documents that
Burford files with, or furnishes to, the US Securities and Exchange Commission
from time to time. In addition, even if Burford's results of operations,
including its financial position and liquidity, and the development of the
industry in which it operates are consistent with the forward-looking
statements contained in this announcement, those results of operations or
developments may not be indicative of results of operations or developments in
subsequent periods.

 

Except as required by law, Burford undertakes no obligation to update or
revise the forward-looking statements contained in this announcement, whether
as a result of new information, future events or otherwise.

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