Burford Capital closes $300M 8% notes due 2029
Burford Capital Ltd, through its indirect wholly owned subsidiary Burford Capital Global Finance LLC, closed a previously announced private offering of $300 million aggregate principal amount of 8.000% senior secured notes due 2029.
Rhea-AI Filing Summary
Burford Capital Ltd, through its indirect wholly owned subsidiary Burford Capital Global Finance LLC, closed a previously announced private offering of $300 million aggregate principal amount of 8.000% senior secured notes due 2029. The notes are guaranteed on a senior secured basis by Burford Capital and are secured by substantially all of the Issuer’s assets and the capital stock of certain Burford Capital subsidiaries, subject to exceptions.
Burford Capital intends to use the net proceeds from this offering, together with cash on hand, to redeem in full its 6.250% senior notes due 2028. The new notes bear interest at 8.000% per annum, payable semi-annually in arrears on April 15 and October 15, commencing April 15, 2027, and mature on October 15, 2029. An indenture governing the notes places limits on additional indebtedness, cash dividends and other restricted payments, certain liens, major asset sales and mergers, affiliate transactions, and, for Burford Capital itself, engaging in material business activities or owning material assets.
If a Change of Control Triggering Event (as defined in the indenture) occurs, the Issuer must offer to repurchase all outstanding notes at 101% of principal plus accrued and unpaid interest.
Positive
- Net proceeds from the $300 million notes, together with cash on hand, are intended to redeem in full 6.250% senior notes due 2028, which would refinance near-term debt and extend the maturity profile to 2029.
Negative
- The new senior secured notes carry a higher fixed coupon of 8.000% compared with the 6.250% rate on the notes targeted for redemption, increasing cash interest expense on this debt.
- The indenture imposes restrictive covenants on additional indebtedness, cash dividends, restricted payments, liens, asset sales, mergers, affiliate transactions and Burford Capital’s ability to conduct material business activities or own material assets.
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8-K Event Classification
3 items: 1.01, 2.03, 9.01
3 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 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
New notes principal amount: $300,000,000
Coupon rate on new notes: 8.000% per annum
Maturity date of new notes: October 15, 2029
+3 more
6 metrics
New notes principal amount
$300,000,000
Aggregate principal amount of 8.000% senior secured notes due 2029 issued in the private offering
Coupon rate on new notes
8.000% per annum
Interest rate on senior secured notes due 2029, payable semi-annually
Maturity date of new notes
October 15, 2029
Stated maturity of the 8.000% senior secured notes
Interest payment dates
April 15 and October 15
Semi-annual interest payments, commencing April 15, 2027, to holders of record on April 1 and October 1
Coupon on notes to be redeemed
6.250% per annum
Interest rate on the Issuer’s senior notes due 2028 targeted for full redemption
Change of control repurchase price
101% of principal amount
Price at which the Issuer must offer to repurchase notes after a Change of Control Triggering Event, plus accrued interest
Key Terms
senior secured notes, Indenture, Change of Control Triggering Event, restricted payments, +1 more
5 terms
senior secured notes financial
"private offering of $300 million aggregate principal amount of the Issuer’s 8.000% senior secured notes due 2029"
Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.
Indenture financial
"The Notes were issued pursuant to an indenture, dated as of September 17, 2026"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Change of Control Triggering Event financial
"Upon the occurrence of certain events defined as constituting a Change of Control Triggering Event"
A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.
restricted payments financial
"pay cash dividends or make other cash distributions in respect of, or repurchase or redeem, capital stock or make other restricted payments"
Restricted payments are cash or asset transfers that a company is contractually barred or limited from making, such as dividends, stock buybacks, certain investments or returns of capital, typically under loan agreements or bond covenants. Investors care because these limits protect creditors by keeping cash in the business, and they directly affect shareholder returns and a company’s flexibility to reward owners or pursue opportunities — like rules on withdrawals from a shared bank account.
senior lien basis financial
"the Securities are secured on a senior lien basis by substantially all of the assets of the Issuer"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What debt transaction did BUR (Burford Capital Ltd) complete on September 17, 2026?
Burford Capital completed a private offering of $300 million aggregate principal amount of 8.000% senior secured notes due 2029 through its indirect wholly owned subsidiary, Burford Capital Global Finance LLC.
What will Burford Capital (BUR) do with the proceeds from the new notes?
Burford Capital intends to use the net proceeds from the $300 million offering, together with cash on hand, to redeem in full the Issuer’s 6.250% senior notes due 2028.
What are the key terms of Burford Capital’s new 8.000% senior secured notes due 2029?
The notes bear interest at 8.000% per annum, payable semi-annually on April 15 and October 15, starting April 15, 2027, and mature on October 15, 2029. They are senior secured obligations guaranteed by Burford Capital and secured by substantially all Issuer assets and certain subsidiary equity.
What covenants apply to Burford Capital (BUR) under the new notes indenture?
The indenture limits Burford Capital and certain subsidiaries from incurring additional debt, paying cash dividends or other restricted payments, creating certain liens, entering into major mergers or asset sales, and engaging in certain affiliate transactions, subject to specified exceptions.
What happens to Burford Capital’s new notes if there is a Change of Control Triggering Event?
If a Change of Control Triggering Event occurs, the Issuer must offer to repurchase all outstanding notes at 101% of principal plus accrued and unpaid interest up to, but not including, the repurchase date.
Are Burford Capital’s new senior secured notes callable before 2029?
Yes. The Issuer may redeem the notes, in whole or in part, at its option at any time before maturity, on the terms and at the prices described in the indenture.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): September 17, 2026
_______________________________________________________
(Exact name of registrant as specified in its charter)
_______________________________________________________
| N/A | ||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip code)
(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):
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 | 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 September 17, 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 “Private Offering”) of $300 million aggregate principal amount of the Issuer’s 8.000% senior secured notes due 2029 (the “Notes”). The Notes are guaranteed on a senior secured basis by Burford Capital (such guarantee, together with the Notes, the “Securities”), and the Securities are secured on a senior lien basis by substantially all of the assets of the Issuer and by the capital stock of certain subsidiaries of Burford Capital, in each case, subject to certain exceptions.
The Notes were issued pursuant to an indenture, dated as of September 17, 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 and collateral agent. The Company intends to use the net proceeds from the Private Offering, together with cash on hand, to redeem in full the Issuer’s 6.250% senior notes due 2028.
The Notes will bear interest at a rate of 8.000% per annum, with interest on the Notes payable semi-annually in arrears on April 15 and October 15, commencing on April 15, 2027, to holders of record on the immediately preceding April 1 and October 1, respectively.
Subject to important limitations and exceptions set forth therein, 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; enter into transactions with affiliates, in each case, subject to certain exceptions and qualifications set forth in the Indenture; and, only with respect to Burford Capital, conduct, transact or otherwise engage in any material business or operation activities or own any material assets.
The Notes will mature on October 15, 2029. 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 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
4.1 | Indenture, dated as of September 17, 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 and collateral agent (including as Exhibit A thereto the Form of 8.000% Senior Secured Notes due 2029). | |||||||
| 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/ Paul Mysliwiec | ||||||||||
| Name: Paul Mysliwiec | |||||||||||
Title: General Counsel | |||||||||||
Date: September 17, 2026