United States securities and exchange commission logo
June 27, 2022
Kenneth A. Brause
Chief Financial Officer
Burford Capital Limited
Oak House
Hirzel Street
St. Peter Port GY1 2NP
Guernsey
Re: Burford Capital
Limited
Form 20-F for the
Fiscal Year Ended December 31, 2021
Filed March 29,
2022
File No. 001-39511
Dear Mr. Brause:
We have reviewed your May 26, 2022 response to our comment letter
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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
April 29, 2022 letter.
Form 20-F for the fiscal year ended December 31, 2021
Consolidated statements of cash flows, page 80
1. We acknowledge your
response to prior comments 2 and 1 and your assertion that cash
flows associated with
your capital provision assets and investments in marketable
securities are
classified as operating cash flows because the former is your principal
source of revenue and
the core of your operations and the cash management activities
associated with the
latter are integral to your operations. Please address the following:
You provide an
example that a real estate company that acquires real estate for resale
in the normal
course of business might classify related cash flows as operating cash
flows. Tell us your
consideration of the fact that the real estate company in your
Kenneth A. Brause
FirstName LastNameKenneth A. Brause
Burford Capital Limited
Comapany
June NameBurford Capital Limited
27, 2022
June 27,
Page 2 2022 Page 2
FirstName LastName
example acquired the real estate for resale in the normal course
of business and the
fact that you do not appear to sell your capital provision assets
or hold them for resale
in the normal course of business. In your response specifically
tell us your
consideration of the guidance in ASC 230-10-45-20.
Tell us your consideration of the guidance in ASC 230-10-45-12a
and 45-13a that
requires investing activity classification of loans held for
investment and that banks,
who make such loans in the normal course of their operations,
classify these cash
flows as investing activities and not operating activities as
demonstrated in ASC 942-
230-55-2.
As previously requested, please tell us whether you actively
trade your marketable
securities in a trading account. Also, tell us your consideration
for the guidance in
ASC 230-10-45-12a, 45-12b, 45-13a, 45-13b, 45-19 and 45-20.
Tell us for each period presented in your filing:
o The amount of cash received that would represent the
returns on capital
provision asset funding and on marketable securities that
would appropriately be
classified as operating activities under ASC 230-10-45-16b
and 45-16c;
o The amount of cash paid for the acquisition of marketable
securities; and
o The amount of cash received from maturities and other
principal payments on
marketable securities.
Notes to the consolidated financial statements
Note 4: Income taxes, page 92
2. In your response to prior comment 7 you indicate that the US federal
net operating loss is
lower for tax purposes than for accounting purposes due to the
inclusion in US taxable
income of amounts that are not included in book income. As ASC
740-10-50-3a
requires the disclosure of the amounts of operating loss and tax
credit carryforwards for
tax purposes, tell us the amount of your net operating loss
carryforwards for tax purposes
at December 31, 2021 for US federal taxes, US state taxes and foreign
taxes. Represent to
us that, in future filings, you will disclose the net operating loss
carryforwards for tax
purposes and not for accounting purposes.
Note 5: Segment reporting, page 94
3. We acknowledge your response to prior comment 8. The reconciliation of
each segment
income/loss from operations to segment loss before taxation in your
proposed disclosure
effectively provides two segment measures of profit or loss. Assuming
that you believe
that your segment income/loss from operations is your single measure
of segment profit or
loss, please represent to us that, in future filings, you will
reconcile the total of your
individual segment income/loss from operations to consolidated
income/loss before
taxation in the aggregate.
You may contact Mark Brunhofer at 1-202-551-3638 or Sharon Blume at
1-202-551-
3474 if you any questions.
Kenneth A. Brause
Burford Capital Limited
June 27, 2022
Page 3
FirstName LastNameKenneth A. Brause Sincerely,
Comapany NameBurford Capital Limited
Division of Corporation Finance
June 27, 2022 Page 3 Office of Finance
FirstName LastName