0001714174FALSE00017141742025-03-172025-03-17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM 8-K
_______________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 17, 2025 (March 17, 2025)
_______________________________________________________
BURFORD CAPITAL LIMITED
(Exact name of registrant as specified in its charter)
_______________________________________________________
| | | | | | | | |
Bailiwick of Guernsey | 001-39511 | N/A |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Oak House, Hirzel Street
St. Peter Port
Guernsey GY1 2NP
(Address of principal executive offices) (Zip code)
+44 1481 723 450
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
_______________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Ordinary shares, no par value | BUR | New York Stock Exchange |
| Ordinary shares, no par value | BUR | London Stock Exchange AIM |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Share Repurchase Program
On March 17, 2025, the board of directors of Burford Capital Limited (the “Company”) authorized a share repurchase program for the Company’s ordinary shares, no par value per share, with authorization effective immediately to repurchase up to a maximum aggregate amount of $20.0 million (the “Share Repurchase Program”) in connection with the Company’s future obligations under the Burford Capital Deferred Compensation Plan.
A copy of the press release announcing the Share Repurchase Program is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Purchases of 2025 Bonds
On March 17, 2025, Burford Capital Finance LLC, a special purpose financing vehicle and an indirect wholly-owned subsidiary of the Company, issued a press release announcing that, as of March 14, 2025, it has purchased in open market transactions an aggregate of $57,214,400 principal amount of its 6.125 per cent. US-dollar-denominated bonds due August 12, 2025 (the “2025 Bonds”).
A copy of the press release announcing the purchases of the 2025 Bonds is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| Exhibit No. | | Description |
| | |
99.1 | | |
| | |
| 99.2 | | |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| | | | | | | | | | | |
| | |
| BURFORD CAPITAL LIMITED |
| |
| By: | | /s/ Mark N. Klein |
| | Name: Mark N. Klein |
| | Title: General Counsel and Chief Administrative Officer |
Date: March 17, 2025
Exhibit 99.1
March 17, 2025
Intended Purchases of Ordinary Shares
in Connection with the Deferred Compensation Plan
Burford Capital Limited (“Burford”), the leading global finance and asset management firm focused on law, today announces that, on March 17, 2025, Burford’s board of directors authorized a share repurchase program for Burford’s ordinary shares, no par value per share (“Ordinary Shares”), to repurchase up to a maximum aggregate amount of $20.0 million (the “Share Repurchase Program”) in connection with Burford’s future obligations under the Burford Capital Deferred Compensation Plan.
The aggregate number of Ordinary Shares that may be acquired pursuant to the Share Repurchase Program may not exceed 21,864,608 Ordinary Shares under the authority granted to Burford by the shareholders at the annual general meeting held on May 15, 2024 (the “General Authority”). The Share Repurchase Program will commence with immediate effect and will continue until the earlier of (i) the expiration of the General Authority and (ii) until the maximum aggregate amount has been purchased under the Share Repurchase Program. It is intended that Ordinary Shares acquired pursuant to the Share Repurchase Program will be initially held in treasury and, at Burford’s sole discretion, may subsequently be used in connection with Burford’s short- and long-term incentive compensation, equity, equity-based and deferred compensation plans, as the case may be.
Burford intends to make the acquisitions of Ordinary Shares under the Share Repurchase Program in the United States in accordance with, and subject to the limits prescribed by, the General Authority and Rule 10b-18 under the US Securities Exchange Act of 1934, as amended. Acquisitions of Ordinary Shares pursuant to the Share Repurchase Program will take place in open market transactions and may be made from time to time depending on market conditions, share price and trading volume. The Share Repurchase Program does not require Burford to acquire any specific number of Ordinary Shares and may be modified, suspended, extended or terminated by Burford at any time without prior notice.
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 |
EMEA & Asia: Rob Bailhache, Head of EMEA & Asia Investor Relations - email | +44 (0)20 3530 2023 |
| For press inquiries: | |
David Helfenbein, Senior Vice President, Public Relations - email | +1 212 516 5824 |
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, D.C., Singapore, Dubai and Hong Kong.
For more information, please visit www.burfordcapital.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any ordinary shares or other securities of Burford.
This press release 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 press release is for informational purposes only. Past performance is not indicative of future results. The information contained in this press release is not, and should not be construed as, an offer to sell or the solicitation of an offer to buy any securities (including 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.
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 Buford 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.
Exhibit 99.2
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.
March 17, 2025
Open Market Purchases and Cancellation of 2025 Bonds
Burford Capital Finance LLC (the “Issuer”), a special purpose financing vehicle and an indirect wholly-owned subsidiary of Burford Capital Limited (“Burford”), hereby announces that, as of March 14, 2025, it has purchased in open market transactions an aggregate of $57,214,400 principal amount of its 6.125 per cent. US-dollar-denominated bonds due August 12, 2025 (ISIN: XS1756325228) (the “2025 Bonds”). In accordance with the terms and conditions of the 2025 Bonds, the purchased 2025 Bonds will be cancelled. Following the purchases and cancellation of the 2025 Bonds, the outstanding principal amount of the 2025 Bonds will be $122,785,600.
The Issuer may seek to make further purchases in open market transactions of the 2025 Bonds from time to time, subject to market conditions.
This announcement does not constitute or form part of an offer to sell or purchase, or a solicitation of an offer to sell or purchase, the 2025 Bonds or any other securities.
This announcement is released by the Issuer and contains information that qualified or may have qualified as inside information within the meaning of Article 7(1) of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended.
For further information, please contact:
| | | | | |
Allia C&C – Dealer Broker | |
| Mark Glowrey | +44 20 3039 3465 |
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, D.C., Singapore, Dubai and Hong Kong.
For more information, please visit www.burfordcapital.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any ordinary shares or other securities of Burford.
This press release 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 press release is for informational purposes only. Past performance is not indicative of future results. The information contained in this press release is not, and should not be construed as, an offer to sell or the solicitation of an offer to buy any securities (including 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.
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 Buford 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.
