UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2024
Commission File Number: 001-39511
BURFORD CAPITAL LIMITED
(Translation of registrant’s name into English)
Oak House
Hirzel Street
St. Peter Port
Guernsey GY1 2NP
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x
Form 40-F ¨
Burford Capital Limited (“Burford Capital”),
the leading global finance and asset management firm focused on law, announced the closing on January 30, 2024 of the previously announced
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 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. The Indenture is filed
herewith as Exhibit 99.1.
Burford Capital intends to use the net proceeds
from the offering of the Securities for general corporate purposes.
This Report includes materials as Exhibit 99.2
that have been made available in respect of Burford Capital as of January 30, 2024.
This Report on Form 6-K is incorporated by reference
into the following Registration Statements of Burford Capital:
| · | Registration Statement (Form S-8 No. 333-274583) pertaining to the Burford Capital 2016 Long Term Incentive
Plan; |
| · | Registration Statement (Form S-8 No. 333-259493) pertaining to the Burford Capital Limited 2021 Non-Employee
Directors’ Share Plan; and |
| · | Registration Statement (Form S-8 No. 333-249328) pertaining to the Burford Capital 2016 Long Term Incentive
Plan. |
EXHIBIT INDEX
Exhibit |
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Description |
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Exhibit 99.1 |
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Indenture, dated as of June 26, 2023, by and among Burford Capital Global Finance LLC, as issuer, Burford Capital Limited, as parent guarantor, the other guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee (including as Exhibit A thereto the Form of 9.250% Senior Notes due 2031) (incorporated by reference to Exhibit 99.1 to the Report on Form 6-K of Burford Capital Limited (File No. 001-39511) as filed with the US Securities and Exchange Commission on June 26, 2023). |
Exhibit 99.2 |
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Release, dated January 30, 2024. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BURFORD CAPITAL LIMITED |
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By: |
/s/ Mark N. Klein |
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Name: Mark N. Klein |
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Title:
General Counsel and Chief Administrative Officer |
Date: January 30, 2024
Exhibit 99.2
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 |
+44 (0)20 3530 2023 |
Jim Ballan, Head of Investor
Relations, Americas - email |
+1 (646) 793 9176 |
For press inquiries: |
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David Helfenbein, Vice
President, Public Relations - email |
+1 (212) 235 6824 |
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Deutsche Numis - NOMAD and Joint Broker |
+44 (0)20 7260 1000 |
Giles Rolls |
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Charlie Farquhar |
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Jefferies International Limited - Joint Broker |
+44 (0)20 7029 8000 |
Graham Davidson |
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James Umbers |
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Berenberg – Joint Broker |
+44 (0)20 3207 7800 |
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.
Burford Capital (NYSE:BUR)
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