Burford Capital Statement Re YPF Appeal Decision

Rhea-AI Summary

Burford Capital (NYSE:BUR) said the Second Circuit reversed the District Court judgment in the YPF case by a 2-1 majority on March 27, 2026, with Judge Cabranes dissenting. Plaintiffs have 14 days to seek rehearing en banc; arbitration remains a possible alternative.

Burford expects a partial non-cash write-down after an intermediate appellate loss and will report details in its Q1 results, normally released in early May. A material write-down could limit debt incurrence and restricted payments under indenture debt-to-equity tests.

Positive

• Core portfolio business continues to perform strongly
• Raised additional capital to support future investment activity

Negative

• Expect a partial non-cash write-down after the appellate loss
• Material write-down could reduce balance sheet equity and limit new debt incurrence under indentures

Key Figures

Capital raised from ADRs: $1.1 billion Panel size: 3 judges Time since promises: Two decades +2 more

5 metrics

Capital raised from ADRs $1.1 billion Amount Argentina may not have raised without investor protections, per court opinion

Panel size 3 judges Second Circuit three-judge panel reviewing the YPF matter

Time since promises Two decades Court noted refusal to honor protections two decades after making them

En banc deadline 14 days Deadline for plaintiffs to file rehearing en banc petition

Write-down timing First quarter Management expects a partial non-cash write-down after intermediate appellate loss

Market Reality Check

Price: $7.86 Vol: Volume 35,704,179 vs 20-d...

high vol

$7.86 Last Close

Volume Volume 35,704,179 vs 20-day average 2,266,179 (relative volume 15.76x) shows unusually heavy trading ahead of this decision. high

Technical Shares at $4.19 are trading below the 200-day MA at $10.86, reflecting a prolonged downtrend into this news.

Peers on Argus

BUR ticked up about 0.77% while peers like APAM, BBUC, GCMG, ADX, and HTGC were ...

BUR ticked up about 0.77% while peers like APAM, BBUC, GCMG, ADX, and HTGC were all down between roughly -0.79% and -2.42%, pointing to stock-specific drivers rather than a sector-wide move.

Historical Context

5 past events · Latest: Mar 09 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Mar 09	Insider buying & buyback	Positive	+6.4%	Executive share purchases and new share repurchase program signaled management confidence.
Feb 26	Earnings results	Positive	-11.1%	FY25 and 4Q25 results with higher commitments and realizations plus a final dividend.
Feb 10	Earnings date set	Neutral	+3.0%	Announcement of FY25 results release timing and investor call details.
Jan 29	Thought-leadership report	Neutral	+1.9%	Publication discussing evolving economics of corporate disputes and legal finance trends.
Jan 27	Bond redemption terms	Neutral	+1.7%	Announcement of redemption price and details for early repayment of 2026 bonds.

Pattern Detected

Recent company-specific news has mostly seen price moves aligned with the apparent tone, except for a sharp decline on the latest earnings release.

Recent Company History

Over the last few months, Burford reported several notable developments. On Jan 27, it priced the early redemption of its 5.000% bonds due 2026, followed by a thematic “Burford Quarterly” publication on Jan 29. An earnings-date announcement on Feb 10 preceded FY25 results on Feb 26, which highlighted higher commitments and modeled realizations but coincided with a double‑digit decline. Substantial insider share purchases and a repurchase program on Mar 9 saw a strong positive reaction. Against that backdrop, the YPF appellate setback adds a new legal and balance sheet dimension.

Market Pulse Summary

This announcement details a Second Circuit panel decision reversing a prior judgment in the YPF case...

Analysis

This announcement details a Second Circuit panel decision reversing a prior judgment in the YPF case, which Burford expects will trigger a partial non-cash write-down under its valuation policy. Management highlights that a material write-down of the YPF asset could constrain new debt issuance and certain payments under its senior note indentures. At the same time, the company points to potential investment-treaty arbitration as an alternative path and emphasizes that its broader portfolio, beyond YPF, drives current business performance. Investors may watch upcoming first-quarter reporting for quantified impacts.

Key Terms

adr, nyse, forum non conveniens, indentures, +1 more

5 terms

adr financial

"It may well be that the Republic would not have been able to raise $1.1 billion from YPF's NYSE-listed ADRs without these investor protections"

An American Depositary Receipt (ADR) is a financial certificate that lets investors buy shares of a foreign company through U.S. stock markets, similar to buying a local wrapper that represents the underlying foreign shares. ADRs matter because they make investing in overseas companies easier and more liquid by trading in U.S. dollars and under U.S. market rules, while still carrying currency, regulatory, and country-specific risks that can affect share value.

nyse financial

"It may well be that the Republic would not have been able to raise $1.1 billion from YPF's NYSE-listed ADRs without these investor protections"

A large, regulated marketplace where stocks and other securities are listed and traded, acting like a global auction house that matches buyers and sellers and helps determine share prices. It matters to investors because listing and trading there provide liquidity, price discovery, and regulatory oversight—making it easier to buy or sell holdings and giving companies a visible platform that can affect credibility and access to capital.

forum non conveniens regulatory

"The Court also did not accept Argentina's arguments as to forum non conveniens, a topic that was the focus of many investors"

A legal rule allowing a court to decline hearing a lawsuit if another location is clearly more appropriate, like asking a referee to move a game to the home field of the team with the closest ties. For investors, it matters because moving a case can change legal costs, speed of resolution, laws that apply, and the likelihood of a particular outcome, all of which can affect a company’s financial risk and stock value.

indentures financial

"below the level required under the indentures governing our senior notes to incur additional debt"

Indentures are the written contracts that set out the terms and protections for a debt issue, such as a bond or note, including payment schedule, interest rate, collateral, and what happens if the borrower misses payments. Think of it like the rulebook and safety features for a loan that both the borrower and lenders agree to; investors use it to assess their rights, recoveries in trouble, and limits on the issuer’s future actions.

senior notes financial

"under the indentures governing our senior notes to incur additional debt under the provisions permitting debt incurrences"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

AI-generated analysis. Not financial advice.

NEW YORK, March 27, 2026 /PRNewswire/ -- Burford Capital Limited ("Burford"), the leading global finance and asset management firm focused on law, announces that the United States Court of Appeals for the Second Circuit (the "Second Circuit" or the "Court") released its opinion in the YPF matter today, with a majority of the three-judge panel reversing the District Court's entry of judgment in favor of Petersen and Eton Park.  Judge Cabranes dissented and would have affirmed the judgment.

Second Circuit decision

The Court's opinion discussed "the Republic's knowing and flagrant violation of the promises it made to foreign investors" and noted:

• None of the parties, including Argentina, dispute that Argentina violated YPF's Bylaws
• Argentina touted its commitment to tender for minority shareholders' shares and provide a compensated exit in the event of Argentina retaking control of YPF
• Argentina's "reason for doing so was plainly to assure private investors – many of whom were based in the United States – that they would be protected"
• "It may well be that the Republic would not have been able to raise $1.1 billion from YPF's NYSE-listed ADRs without these investor protections"
• Argentina's "refusal to honor those protections two decades after making them cast doubt on the security of foreign investment in the country more broadly"

The Court also did not accept Argentina's arguments as to forum non conveniens, a topic that was the focus of many investors following last year's oral argument.

However, the majority proceeded to hold that Argentina's commitment to make a tender offer was not enforceable by the shareholders who relied on it, in a remarkable abdication of the Second Circuit's role as a guardian of the rights of NYSE investors.  In essence, the majority held that promises like these – central to the operation of the US capital markets – cannot necessarily be enforced.

The majority also held that even though Petersen and Eton Park's claims did not challenge the expropriation itself, they were somehow sufficiently related to Argentina's expropriation of a majority of YPF's shares that they should have been brought in the Argentine expropriation compensation process, a process uniquely poorly designed to give US investors the benefit of the bargain promised in the Bylaws.

The majority's opinion concluded by noting that "to the extent that the Republic committed a wrong against the shareholders it promised to protect, Argentine law did not leave YPF's minority shareholders without any remedy – Plaintiffs could have sought … to enforce the Bylaws' protections in Argentine court".  Doubtless investors who rely on the security of the US capital markets will find little comfort in the idea that they need to seek redress in the courts of the very sovereign that breached its solemn promises.

The dissent took the opposite view – that investors were meant to be protected, that the majority's "narrow" opinion "minimize[s] if not forgets" the "factual realities" and that the District Court was correct and should be affirmed.

Next steps in the US courts

The panel decision is sufficiently extraordinary that we expect that the plaintiffs will seek rehearing en banc by the entire Second Circuit, although statistically the Court rarely grants such requests.  (Our release of October 22, 2025 details the various procedural options following a decision by the Second Circuit panel.)  The plaintiffs will make a final decision about their next step in the days to come; such a filing is due in 14 days.

Following the Second Circuit's decision on the en banc petition, assuming plaintiffs seek such relief, plaintiffs will consider further steps including whether to seek further review from the Supreme Court of the United States.

Arbitration

In light of the position in the US courts, plaintiffs are likely to consider seriously the commencement of investment treaty arbitration against Argentina.  This is the alternative avenue that has always been available should the US courts not entertain the case.  It is premature to discuss publicly the scope and contours of the arbitration path, but it is important to recall that US litigation was never the only path for potential relief here, and that Argentina has lost many such investment arbitrations in the past, including a substantial claim funded by Burford that yielded a highly successful result.

Impact on Burford

Burford's management and board of directors, along with Burford's valuation committee and its external auditors, will consider the financial impact of the decision in connection with Burford's first quarter reporting.  Burford's valuation policy calls for a partial write-down of assets following an intermediate appellate loss, and we would expect such a non-cash write-down to occur here, although we have not yet determined its magnitude and will include those details as part of our first quarter reporting which we would normally release in early May.

Given the substantial carrying value of the YPF matter on Burford's balance sheet, a material write-down could reduce Burford's balance sheet equity value below the level required under the indentures governing our senior notes to incur additional debt under the provisions permitting debt incurrences based on our debt to equity ratio, which would limit Burford's ability to issue new debt.  Our ability to make restricted payments or permitted investments based on our debt to equity ratio also could be limited.  Burford no longer has any outstanding debt with maintenance financial covenants that would be implicated by a decline in balance sheet equity.

Christopher Bogart, Burford's Chief Executive Officer, commented:

"The Second Circuit decision is obviously very disappointing and a remarkable abandonment of the rights of minority NYSE shareholders.  However, we have always said that there was risk associated with litigating this case in the US courts, and unless plaintiffs can overturn this regrettable panel decision, investment treaty arbitration remains an entirely viable prospect.  We have long had King & Spalding, consistently ranked the leading arbitration firm in the world, at work on this path forward."

"Burford's business today is driven by a large portfolio of matters apart from YPF. That core business continues to perform strongly. We recently raised additional capital to support future investment activity, and we remain focused on the long-term strength of our capital structure. As we evaluate next steps, we remain confident in the strength of the business and the opportunities ahead."

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, Communications - email	+1 646 504 7074
Deutsche Numis - NOMAD and Joint Broker	+44 (0)20 7545 8000
Duncan Monteith
Charlie Farquhar
BofA Securities – Joint Broker	+44 (0)20 7628 1000
Peter Luck
David Lloyd
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

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.

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 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, (i) uncertainty relating to adverse litigation outcomes and the timing of resolution of litigation matters and (ii) those discussed in the "Risk Factors" section of Burford's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the US Securities and Exchange Commission on February 26, 2026. 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.

View original content:https://www.prnewswire.com/news-releases/burford-capital-statement-re-ypf-appeal-decision-302727656.html

SOURCE Burford Capital Limited

FAQ

What did Burford (BUR) announce about the Second Circuit decision on March 27, 2026?

The Second Circuit reversed the District Court judgment by a 2-1 majority, with one dissent. According to the company, plaintiffs have 14 days to seek rehearing en banc and may consider arbitration or Supreme Court review thereafter.

Will Burford (BUR) take a write-down related to the YPF appellate decision and when will it be reported?

Burford expects a partial non-cash write-down following the intermediate appellate loss. According to the company, the magnitude will be determined and disclosed in its first quarter reporting, normally released in early May.

How could the YPF decision affect Burford (BUR)'s ability to issue new debt or make restricted payments?

A material write-down could reduce balance sheet equity below indenture thresholds and limit debt incurrence and restricted payments. According to the company, this may constrain permitted investments tied to the debt-to-equity ratio.

What legal options do plaintiffs have after the Second Circuit decision in the YPF matter involving Burford (BUR)?

Plaintiffs can seek rehearing en banc within 14 days and potentially Supreme Court review thereafter. According to the company, they are also likely to consider investment treaty arbitration as an alternative pathway for relief.

Did Burford (BUR) indicate the wider impact of the Second Circuit opinion on foreign investor protections?

Burford noted the majority opinion limited enforceability of investor protections and raised concerns about US market safeguards. According to the company, the dissent argued the decision ignored factual realities protecting minority NYSE shareholders.

Does Burford (BUR) have short-term covenant risk from the YPF decision affecting existing debt?

Burford stated it no longer has outstanding debt with maintenance covenants that would be implicated by a balance-sheet equity decline. According to the company, this reduces immediate covenant default risk despite potential limits on new debt.