Burford Capital sells $500M 8.5% 2034 notes

Burford Capital Limited disclosed that its indirect subsidiary Burford Capital Global Finance LLC has closed a private offering of $500,000,000 aggregate principal amount of 8.50% senior notes due 2034.

Rhea-AI Filing Summary

Burford Capital Limited disclosed that its indirect subsidiary Burford Capital Global Finance LLC has closed a private offering of $500,000,000 aggregate principal amount of 8.50% senior notes due 2034. The notes are guaranteed on a senior unsecured basis by Burford Capital and were issued under an indenture dated January 15, 2026 with U.S. Bank Trust Company, National Association, as trustee.

Burford Capital intends to use the net proceeds to redeem its 5.000% bonds due 2026 and for general corporate purposes, which may include repaying or retiring other existing debt. The new notes pay interest at 8.50% per annum, with semi-annual payments each January 15 and July 15, starting on July 15, 2026, to holders of record on the preceding January 1 and July 1.

The notes mature on January 15, 2034 but may be redeemed by the issuer, in whole or in part, before maturity as described in the indenture. Burford Capital PLC has issued a notice to redeem all outstanding 2026 bonds, with redemption scheduled for January 30, 2026, aligning the new financing with the upcoming bond maturity.

Insights

Capital structure and credit analyst

Burford refinances 2026 bonds with longer-dated, higher-coupon notes.

Burford Capital has issued $500,000,000 of 8.50% senior notes due 2034 through its subsidiary and plans to use the proceeds to redeem 5.000% bonds due 2026. This shifts a significant portion of its debt maturity profile out by roughly eight years while locking in a higher interest cost.

The notes are senior unsecured and guaranteed by Burford Capital, and the indenture places limits on additional indebtedness, restricted payments, liens, certain mergers or asset sales, and affiliate transactions, all subject to stated exceptions. These covenants provide some protection to noteholders but still allow flexibility within the defined thresholds.

A key milestone is the scheduled redemption of all outstanding 2026 bonds on January 30, 2026, funded by the new issuance. Investors may focus on how the higher 8.50% coupon versus the prior 5.000% bonds affects Burford’s ongoing interest expense and leverage profile once the refinancing is fully executed.

8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt transaction did BUR (Burford Capital) announce in this 8-K?

Burford Capital reported that its subsidiary Burford Capital Global Finance LLC closed a private offering of $500,000,000 aggregate principal amount of 8.50% senior notes due 2034, guaranteed on a senior unsecured basis by Burford Capital.

What will Burford Capital use the $500,000,000 8.50% notes proceeds for?

Burford Capital intends to use the net proceeds from the 8.50% senior notes to redeem its 5.000% bonds due 2026 and use the remaining funds for general corporate purposes, which may include repaying or retiring other existing indebtedness.

What are the key terms of Burford Capital’s new 8.50% notes due 2034?

The notes bear interest at 8.50% per annum, payable semi-annually in arrears on January 15 and July 15, starting July 15, 2026, and mature on January 15, 2034. They are senior unsecured obligations of the issuer and are guaranteed by Burford Capital.

When will Burford Capital’s 5.000% 2026 bonds be redeemed?

Burford Capital PLC has issued a notice of redemption to redeem all outstanding 5.000% bonds due 2026, with the redemption scheduled for January 30, 2026, in accordance with the terms of those bonds.

Do the new 8.50% notes include a change of control protection?

Yes. If a Change of Control Triggering Event occurs as defined in the indenture, the issuer must offer to repurchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest to the repurchase date.

What restrictions does the indenture place on Burford Capital and its subsidiaries?

The indenture limits Burford Capital and certain subsidiaries from, among other things, incurring or guaranteeing additional debt, paying certain cash dividends or other restricted payments, creating certain liens, undertaking specified mergers or major asset sales, and entering into certain affiliate transactions, all subject to stated exceptions and qualifications.

Can Burford Capital redeem the 8.50% notes before 2034 maturity?

Yes. The issuer may, at its option, redeem the notes in whole or in part at any time before maturity, on the terms and at the prices described in the indenture governing the 8.50% senior notes due 2034.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/15/2026 - 04:30 PM Learn about SEC filing dates

0001714174FALSE00017141742026-01-152026-01-15

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): January 15, 2026

_______________________________________________________

BURFORD CAPITAL LIMITED

(Exact name of registrant as specified in its charter)

_______________________________________________________

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 1.01    Entry into a Material Definitive Agreement.

On January 15, 2026, Burford Capital Global Finance LLC (the “Issuer”), an indirect, wholly owned subsidiary of Burford Capital Limited (“Burford Capital”), closed its previously announced private offering (the “Offering”) of $500,000,000 aggregate principal amount of the Issuer’s 8.50% senior notes due 2034 (the “Notes”). The Notes are guaranteed on a senior unsecured basis by Burford Capital.

The Notes were issued pursuant to an indenture, dated as of January 15, 2026 (the “Indenture”), by and among the Issuer, the guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Company intends to use the net proceeds from the Offering to redeem the 5.000% bonds due 2026 of Burford Capital PLC (the “2026 Bonds”) and the remainder for general corporate purposes, which may include the repayment or retirement of other existing indebtedness.

The Notes will bear interest at a rate of 8.50% per annum, with interest on the Notes payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 2026, to holders of record on the immediately preceding January 1 and July 1, respectively.

The Indenture limits the ability of Burford Capital and certain of its subsidiaries, among other things, to incur or guarantee additional indebtedness; pay cash dividends or make other cash distributions in respect of, or repurchase or redeem, capital stock or make other restricted payments (including restricted investments); create or incur certain liens; complete certain mergers or consolidations with another company or sell all or substantially all of their assets; and enter into transactions with affiliates, in each case, subject to certain exceptions and qualifications set forth in the Indenture.

The Notes will mature on January 15, 2034. However, the Issuer may redeem the Notes, at its option, in whole or in part, at any time and from time to time prior to their maturity, as described in the Indenture.

Upon the occurrence of certain events defined as constituting a Change of Control Triggering Event (as defined in the Indenture), the Issuer will be required to make an offer to repurchase all of the outstanding Notes at a purchase price equal to 101% of the principal amount thereof on the date of repurchase, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture. A copy of the Indenture is attached to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included under Item 1.01 is incorporated herein by reference.

Item 8.01    Other Events.

On January 15, 2026, Burford Capital PLC issued a notice of redemption to redeem all of the outstanding 2026 Bonds. The 2026 Bonds will be redeemed on January 30, 2026 in accordance with the terms thereof. This Current Report on Form 8-K does not constitute a notice of redemption with respect to, or an offer to purchase, the 2026 Bonds or any other indebtedness.

Item 9.01    Financial Statements and Exhibits.

    (d)    Exhibits

Exhibit No.						Description
4.1						Indenture, dated as of January 15, 2026, by and among Burford Capital Global Finance LLC, as issuer, the 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 8.50% Senior Notes due 2034).
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: January 15, 2026