REG - Burford Capital Ltd - Private Offering of Senior Notes

Burford CapitalAnnouncement

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RNS Number : 9937P  Burford Capital Limited  07 July 2025

 

July 7, 2025

 

 

BURFORD CAPITAL ANNOUNCES 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 planned
private offering of $400 million aggregate principal amount of senior notes
due 2033 (the "Notes") by its indirect, wholly owned subsidiary, Burford
Capital Global Finance LLC, subject to market and other conditions. The Notes
will be 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
Notes, the "Securities").

 

Burford Capital intends to use the net proceeds from the offering of the
Securities to repay the 6.125% bonds due 2025 of Burford Capital Finance LLC
(the "2025 Bonds") at their maturity date and the remainder for general
corporate purposes, including the potential repayment or retirement of other
existing indebtedness, which may include the 5.000% bonds of Burford Capital
PLC due 2026. This release does not constitute a notice of redemption with
respect to, or an offer to purchase, the 2025 Bonds or any other indebtedness.

 

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:
 Americas: Josh Wood, Head of Investor Relations - email                       +1 212 516 5824
 (mailto:jwood@burfordcapital.com)
 EMEA & Asia:  Rob Bailhache, Head of EMEA & Asia Investor Relations           +44 (0)20 3530 2023
  - email (mailto:rbailhache@burfordcapital.com)
 For press inquiries:
 David Helfenbein, Senior Vice President, Public Relations - email             +1 646 504 7074
 (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 works with companies and law firms around
the world from its global network of offices.

 

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 (EU) 2016/97 (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)
No. 2017/1129 (as amended, 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) 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"); and (b) the expression "offer" includes the communication in any
form and by any means of sufficient information on the terms of the offer and
the Notes to be offered so as to enable an investor to decide to purchase or
subscribe for the Notes. 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 press release contains "forward-looking statements" within the meaning of
Section 27A of the US Securities Act of 1933, as amended, and Section 21E of
the US Securities Exchange Act of 1934, as amended, that are intended to be
covered by the safe harbor provided for under these sections. In some cases,
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. Although Burford believes that the assumptions, expectations,
projections, intentions and beliefs about future results and events reflected
in forward-looking statements have a reasonable basis and are expressed in
good faith, forward-looking statements involve known and unknown risks,
uncertainties and other factors, which could cause Burford's actual results
and events to differ materially from (and be more negative than) future
results and events expressed, projected or implied by these forward-looking
statements. Factors that might cause future results and events to differ
include, among others, those discussed in the "Risk Factors" section of
Burford's Annual Report on Form 10-K for the year ended December 31, 2024
filed with the US Securities and Exchange Commission on March 3, 2025. These
factors should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements contained in the periodic and
current reports that Burford files with or furnishes to the US Securities and
Exchange Commission. Many of these factors are beyond Burford's ability to
control or predict, and new factors emerge from time to time. Furthermore,
Burford cannot assess the impact of each such factor on its business or the
extent to which any factor or combination of factors may cause actual results
and events to be materially different from those contained in any
forward-looking statement. Given these uncertainties, readers are cautioned
not to place undue reliance on Burford's forward-looking statements.

 

All subsequent written and oral forward-looking statements attributable to
Burford or to persons acting on its behalf are expressly qualified in their
entirety by these cautionary statements. The forward-looking statements speak
only as of the date of this press release and, except as required by
applicable law, Burford undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

 

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