NEW
YORK, Jan. 30, 2024 /PRNewswire/ -- 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.
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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SOURCE Burford Capital