United States securities and exchange commission logo
August 28, 2020
Christopher Bogart
Chief Executive Officer
Burford Capital Limited
Regency Court, Glategny Esplanade
St. Peter Port GY1 1WW
Guernsey
Re: Burford Capital
Limited
Amendment No. 1 to
Draft Registration Statement on Form 20-F
Submitted August
10, 2020
CIK No. 0001714174
Dear Mr. Bogart:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form 20-F
Risk Factors
Our portfolio may be concentrated in cases likely to have correlated
results, page 9
1. We note your response
to our prior comment 1 and reissue. Please expand your
materiality analysis in
your response to us by telling us what percentage of your revenues
are derived from the
law firm described in this risk factor.
A significant portion of our fund assets under management are
attributable to a fund with a single
investors, page 11
2. We note your response
to our prior comment 2 and reissue. Please provide us with an
Christopher Bogart
FirstName LastNameChristopher Bogart
Burford Capital Limited
Comapany
August 28, NameBurford
2020 Capital Limited
August
Page 2 28, 2020 Page 2
FirstName LastName
analysis of why you believe the identity of the investor mentioned in
this risk factor is not
material to investors. We note, for instance, the disclosure at page
29 that the SWF
contributes two-thirds of the capital to the BOF-C fund. Please file
the agreement with the
SWF or advise.
We are subject to the risk of being deemed an investment company, page 13
3. We note your response to our prior comment 4. Please expand on your
response to our
prior comment asking about your investment company status under
the Investment
Company Act of 1940 ( 1940 Act ) as follows:
Please explain whether you currently meet, or expect to meet, the
definition of
investment company under (i) Section 3(a)(1)(A) or (ii)
Section 3(a)(1)(C) of the
1940 Act. In your response, please provide detailed analysis,
including your views as
to whether each category of holdings described in your
registration statement (in Item
4(B) Business Overview) will constitute investment
securities for purposes of the
1940 Act.
If the answer to either (i) or (ii) in the bulleted sentence above
is yes, please explain
whether you believe any exemption from the definition of
investment company
would apply to you. In your response, please provide detailed
analysis, including
discussion of any SEC staff no-action letters that you believe may
be applicable.
Exclusive Forum; Fees, page 95
4. We note your response to our prior comment 23 and reissue in part.
Please revise to state
who would be allowed to recover under the fee shifting provision, such
as only the
company, or also directors, officers, or affiliates. In addition,
please include a risk factor
stating that the provision could discourage shareholder lawsuits that
might otherwise
benefit the company and its shareholders.
Notes to the Consolidated Financial Statements
Note 2: Basis of preparation and principal accounting policies
Asset management income, page F-13
5. We acknowledge your response to prior comment 16. Please tell us how
your stated
policy associated with the variable consideration constraint complies
with the guidance in
paragraph 56 of IFRS 15. In this regard, you indicate, in part, that
performance fees are
recognized when it is highly unlikely that a significant revenue
reversal will occur when
the referenced guidance indicates that the threshold to apply is when
it is highly probable
that a significant revenue reversal will not occur. Paragraph BC211 of
IFRS 15 indicates
essentially that "highly probable" connotes a future event or events
that are likely to
occur; therefore, it appears that the likelihood of the event not
occurring would be
"unlikely" not "highly unlikely" and, by inference, that your variable
consideration
constraint is too restrictive. In your response, tell us whether you
constrained variable
consideration at December 31, 2019 and 2018 under the "highly
unlikely" threshold that
would have been recognized under the "likely" threshold.
Christopher Bogart
Burford Capital Limited
August 28, 2020
Page 3
Note 21: Fair value of assets and liabilities, page F-42
6. We acknowledge your response to prior comment 20 and continue to believe
that, as
capital provision assets are your most significant asset, are Level 3 in
the fair value
hierarchy and result from your ordinary business activities, you must
provide some
incremental quantitative information underlying your significant
unobservable inputs used
to fair value these assets. As previously requested, please revise your
filing to provide
meaningful quantitative information about the significant unobservable
inputs used in the
fair value measurement of your capital provisions assets as required by
paragraph 93(d) of
IFRS 13. Otherwise, provide us a detailed analysis of your valuation
process and your
assessment of how your current disclosures meet the disclosure
objectives of paragraph 91
of IFRS 13, considering that paragraph 92 requires additional
disclosures if the required
disclosures do not meet the disclosure objectives. In your response, at
a minimum, tell us
your consideration for disclosing quantitative information for each of
the following
potential inputs:
the number of assets in each of the stages identified in the bullets
on page F-17;
the weighted-average probability of success assigned to assets in
each of the stages in
the preceding bullet;
the weighted-average maximum estimated recovery amount for each of
the stages in
the first bullet above;
ranges and weighted-averages of risk-adjusted probability factors;
and
ranges and weighted-averages of discount rates or risk-adjusted
discount rates used to
reflect the time value of money.
You may contact Mark Brunhofer at (202) 551-3638 or Sharon Blume,
Accounting
Branch Chief, at (202) 551-3474 if you have questions regarding comments on the
financial
statements and related matters. Please contact Tonya K. Aldave at (202)
551-3601 or Susan
Block at (202) 551-3210 with any other questions.
Sincerely,
FirstName LastNameChristopher Bogart
Division of
Corporation Finance
Comapany NameBurford Capital Limited
Office of Finance
August 28, 2020 Page 3
cc: Andy Pitts, Esq.
FirstName LastName