Borr Drilling — Capital/Financing Update 2018

May 15, 2018

BORR DRILLING LIMITED - PROPOSED CONVERTIBLE BOND OFFERING OF USD 350 MILLION DUE 2023

BORR DRILLING LIMITED - PROPOSED CONVERTIBLE BOND OFFERING OF USD 350 MILLION DUE 2023

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN,

SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY

JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

Hamilton, Bermuda, 15 May 2018

Borr Drilling Limited (the "Company") announces today the offering of approx.

USD 350 million in principal amount of convertible bonds (the "Bonds") with a

five-year tenor.

The senior unsecured Bonds will be, in accordance with their terms, convertible

into shares of the Company (the "Shares"). The Bonds are expected to have a

coupon in the range of 3.5% to 4.25% per annum payable semi-annually in arrear

in equal instalments and a conversion premium of 35% to 40% over the price per

Share at which Shares have been sold in the Concurrent Equity Offering.

The proceeds from the Bonds will be used (i) to finance the purchase of five

rigs from an Asian shipyard (the "Rig Purchase"), (ii) for general corporate

purposes and (iii) for a call spread to improve the effective conversion premium

for the Company in relation to the Bonds to 75% over the price per Share at

which Shares have been sold in the Concurrent Equity Offering (as defined

herein). Total consideration for the Rig Purchase is expected to be USD 720

million. The Company has secured optional delivery financing of the rigs of

USD432 million on attractive terms and, in addition, intends to enter into a USD

200 million bank facility. The Rig Purchase is subject to the completion of the

offering of the Bonds.

The Bonds will be issued and redeemed at 100% of their principal amount of USD

200,000 and will, unless previously redeemed, converted or purchased and

cancelled, mature in 2023.

The Bonds, at the option of the Company, may be redeemed in whole but not in

part at par plus accrued interest at any time, if less than 15 per cent in

principal amount of the Bonds originally issued remains outstanding.

Pricing terms for the Bonds are expected to be announced later today or tomorrow

and the Bonds are expected to be issued on or around 23 May 2018 (the "Issue

Date").  The Company intends to apply for admission to trading of the Bonds on

an internationally recognised, regularly operating, regulated or non-regulated

stock exchange or securities market within 30 days of the Issue Date.

The Company has been advised by the Joint Bookrunners that the Joint Bookrunners

will facilitate, concurrently with the offering of the Bonds, sales of existing

Shares by buyers of the Bonds who wish to sell these Shares in short sales to

purchasers procured by the Joint Bookrunners in order to hedge the market risk

to which the buyers of Bonds are exposed with respect to the Bonds that they

acquire (the "Concurrent Equity Offering"). The Joint Bookrunners will allocate

certain portions of the Shares to Goldman Sachs International in such Concurrent

Equity Offering to hedge the call spread referenced below. Any offer or sale of

Shares in any Concurrent Equity Offering would be made (i) inside the United

States to Qualified Institutional Buyers pursuant to an exemption from, or in a

transaction not subject to, the registration requirements of the US Securities

Act of 1933 or (ii) in offshore transactions in reliance on Regulation S.

The Company intends to purchase from Goldman Sachs International a call option

on the Shares to mitigate the economic exposure from a potential exercise of the

conversion rights embedded in the Bonds. In addition, the Company will sell a

call option on the Shares to Goldman Sachs International. It is anticipated that

Goldman Sachs International and/or their affiliates will enter into transactions

to hedge its or their position under the call options.

The Company and four of the Company's major shareholders, Ubon Partners AS,

Schlumberger Oilfield Holdings Limited, Drew Holdings Ltd. and Magni Partners

(Bermuda) Ltd. (together, the "Lenders") will enter into stock lending

arrangements with a term of three years with DNB Markets on or around the date

hereof in respect of 35,000,000 Shares in aggregate (representing approximately

7% of the Company's issued share capital on the date hereof) for the purposes of

facilitating investors' hedging activities. The Lenders will be entitled to

recall the Shares lent under their respective stock lending arrangements by

providing written notice to DNB Markets in certain limited circumstances.

Citigroup Global Markets Limited, Clarksons Platou Securities AS, DNB Markets

and Goldman Sachs International are acting as Joint Bookrunners in relation to

the Offering.

For further information, please contact:

Rune Magnus Lundetræ

Chief Financial Officer

Tel: + 47 900 88 411

Important Note

NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE JOINT BOOKRUNNERS OR ANY OF THEIR

RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS OR POSSESSION

OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL

RELATING TO THE BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS

REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY

THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO

OBSERVE, ANY SUCH RESTRICTIONS.

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO

THE UNITED STATES. THIS PRESS RELEASE IS NOT AN OFFER TO SELL SECURITIES OR THE

SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF

SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.

THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND

DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") AT PERSONS

WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE

PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION

"PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMENDED.

SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN:

(A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED

("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU)

2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER,

THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY

LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY

"MANUFACTURER" (FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE

REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE BONDS HAVE BEEN

SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET

MARKET FOR THE BONDS IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY,

EACH AS DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE BONDS

TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON

SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE BONDS (A "DISTRIBUTOR")

SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERS' TARGET MARKET ASSESSMENT;

HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS

OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY EITHER ADOPTING OR

REFINING THE MANUFACTURERS' TARGET MARKET ASSESSMENT) AND DETERMINING

APPROPRIATE DISTRIBUTION CHANNELS.

THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY

CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE

BONDS.

FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE:

(A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID

II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN,

OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE BONDS.

THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO

AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL

INVESTOR IN THE EEA. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS

ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1)

OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC,

WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN

POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY, NO KEY INFORMATION

DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE "PRIIPS

REGULATION") FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM

AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE

OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL

INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY

TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL

EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF

THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS

AMENDED (THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO

(D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED

(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS PRESS

RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS

WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN

THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT

OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY TO

(A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH

RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER

STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).

THE BONDS MAY BE OFFERED OR SOLD IN BERMUDA ONLY IN COMPLIANCE WITH THE

PROVISIONS OF THE INVESTMENT BUSINESS ACT 2003 OF BERMUDA, AS AMENDED FROM TIME

TO TIME. ADDITIONALLY, NON-BERMUDIAN PERSONS MAY NOT CARRY ON OR ENGAGE IN ANY

TRADE OR BUSINESS IN BERMUDA UNLESS SUCH PERSONS ARE AUTHORISED TO DO SO UNDER

APPLICABLE BERMUDA LEGISLATION. ENGAGING IN THE ACTIVITY OF OFFERING OR

MARKETING THE BONDS IN BERMUDA TO PERSONS IN BERMUDA MAY BE DEEMED TO BE

CARRYING ON BUSINESS IN BERMUDA.

A PROSPECTUS WILL NOT BE FILED IN CONNECTION WITH THE ISSUE AND OFFERING OF THE

SECURITIES WITH THE REGISTRAR OF COMPANIES IN BERMUDA PURSUANT TO THE PROVISIONS

OF PART III OF THE COMPANIES ACT 1981 OF BERMUDA, AS AMENDED. NEITHER THE

REGISTRAR OF COMPANIES NOR THE BERMUDA MONETARY AUTHORITY ACCEPTS ANY

RESPONSIBILITY FOR THE COMPANY'S FINANCIAL SOUNDNESS OR THE CORRECTNESS OF ANY

OF THE STATEMENTS MADE OR OPINIONS EXPRESSED HEREIN.

ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN

INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE COMPANY'S PUBLICLY AVAILABLE

INFORMATION. NEITHER THE JOINT BOOKRUNNERS NOR ANY OF THEIR RESPECTIVE

AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY

REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE

COMPANY'S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS

PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE

CLOSING DATE.

EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE

ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE ORDINARY SHARES TO BE ISSUED

OR TRANSFERRED AND DELIVERED UPON CONVERSION OF THE BONDS AND NOTIONALLY

UNDERLYING THE BONDS (TOGETHER WITH THE BONDS, THE "SECURITIES"). NONE OF THE

COMPANY OR THE JOINT BOOKRUNNERS MAKE ANY REPRESENTATION AS TO (I) THE

SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE

ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE

SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE

TERMS OR RELATIVE TO COMPETING INVESTMENTS.

THE JOINT BOOKRUNNERS ARE ACTING ON BEHALF OF THE COMPANY AND NO ONE ELSE IN

CONNECTION WITH THE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR

PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT BOOKRUNNERS OR FOR

PROVIDING ADVICE IN RELATION TO THE SECURITIES.

EACH OF THE COMPANY, THE JOINT BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES

EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE

ANY STATEMENT CONTAINED IN THIS PRESS RELEASE WHETHER AS A RESULT OF NEW

INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.