Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
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”).…
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.
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Item 1.01Item 1.01 - Entry into Material Agreement
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 2.03Item 2.03 - Creation of Direct Financial Obligation
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.
Filed exhibits (1)
EX-4.1 (by filename) bur-20260917xex41.htm
EX-4.1
2
bur-20260917xex41.htm
EX-4.1
Document
Exhibit 4.1
EXECUTION VERSION
BURFORD CAPITAL GLOBAL FINANCE LLC
8.000% SENIOR SECURED NOTES DUE 2029
______________________
INDENTURE Dated as of September 17, 2026
______________________
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent
Table of Contents
Page
Article I. Definitions and Rules of Construction 1
Section 1.01 Definitions 1
Section 1.02 Other Definitions 51
Section 1.03 Rules of Construction 53
Section 1.04 Measuring Compliance 53
Article II. The Notes 55
Section 2.01 …