Borr Drilling — Capital/Financing Update 2023

Jan 24, 2023

Borr Drilling Limited - Contemplated up to USD 250 million senior unsecured convertible bond issue and USD 150 million senior secured high yield bond issue

Borr Drilling Limited - Contemplated up to USD 250 million senior unsecured convertible bond issue and USD 150 million senior secured high yield bond issue

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, 24 January 2023

Borr Drilling Limited (the "Company") announces today an offering of up to USD

250 million senior unsecured convertible bonds (the "Convertible Bonds") with a

five-year tenor. The Joint Bookrunners have received significant interest from

investors for the Convertible Bonds. Concurrently, the company announces that it

will hold a series of fixed income meetings for a contemplated USD 150 million

three-years senior secured 1[st] lien bond subject to, inter alia, market

conditions (the "High Yield Bonds").

The Convertible Bonds will, in accordance with their terms, be convertible into

shares of the Company (the "Shares"). The Conversion Price for the Convertible

Bonds will be determined by the average VWAP on Oslo Børs on each of 25 and 26

January 2023.

The proceeds from the Convertible Bonds will be used to refinance the

outstanding USD 350 million of convertible bonds due 23 May 2023 and for general

corporate purposes. The Convertible Bonds are subject customary third-party

approvals, including but not limited to shareholder approval to increase the

authorised capital of the Company and creditor consents.

The Convertible 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 February 2028.

Pricing terms for the Convertible Bonds are expected to be announced tomorrow

and the Convertible Bonds are expected to be issued on or around 8 February 2023

(the "Issue Date"). The Company intends to apply for admission to trading of the

Convertible 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 and the Company's major shareholder, Drew Holdings (the

"Shareholder" and together with the Company, the "Lenders") will, subject to

successful placing of the Convertible Bonds, enter into stock lending

arrangements on or around the date hereof in respect of 25 million Shares in

aggregate for the purposes of facilitating investors' hedging activities, of

which 15 million shares will be available immediately.

The immediately available shares will be borrowed by the Company from the

Shareholder. The Company will then lend these to the Joint Bookrunners. In order

to re-deliver the borrowed shares to the Shareholder and act as the lender of

the shares used to facilitate investors' hedging activities, the Company will

issue 15 million shares and as soon as possible deliver these shares to the

Shareholder as settlement for the loan. The Company will pay the Shareholder a

market-based borrowing fee until the Shareholder receives its shares.

Clarksons Securities AS, DNB Markets, a part of DNB Bank ASA and Pareto

Securities AS are acting as joint bookrunners (the "Joint Bookrunners") for the

Convertible Bond offering and the High Yield Bonds.

Ro Sommernes advokatfirma DA is acting as Norwegian counsel to the Company and

Advokatfirma Thommessen AS is acting as Norwegian counsel to the Joint

Bookrunners and Nordic Trustee.

For further information, please contact:

Magnus Vaaler, CFO

Phone: +44 1224 289208

Email: ir@borrdrilling.com

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to Section 5-12 the Norwegian Securities Trading Act.

This stock exchange release was published by Andreas Lavik Lie, VP Treasury &

Investor Relations, on 24 January 2023 at 22:30 CET.

This announcement does not constitute an offer of securities for sale in the

United States. The securities referenced herein has not been registered under

the Securities Act of 1933 (the "Act") and may not be offered or sold in the

United States or to U.S. persons (other than distributors) unless the securities

are registered under the Act, or an exemption from the registration requirements

of the Act is available.

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

ONLYTO, 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.

Questions should be directed to: Magnus Vaaler, CFO, +44 1224 289208