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
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For investor and analyst inquiries:
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Robert Bailhache, Head of Investor
Relations, EMEA and Asia - email
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+44 (0)20
3530 2023
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Jim Ballan, Head of Investor
Relations, Americas - email
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+1 (646)
793 9176
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For press inquiries:
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David Helfenbein, Vice President,
Public Relations - email
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+1 (212)
235 6824
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Deutsche Numis -
NOMAD and Joint Broker
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+44 (0)20
7260 1000
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Giles Rolls
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Charlie Farquhar
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Jefferies International Limited - Joint Broker
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+44 (0)20
7029 8000
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Graham Davidson
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James Umbers
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Berenberg - Joint
Broker
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+44 (0)20
3207 7800
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Toby Flaux
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James Thompson
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Yasmina Benchekroun
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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.