AI assistant
Borr Drilling — Capital/Financing Update 2026
Jun 9, 2026
6241_rns_2026-06-09_8dc11b41-bb1b-4960-b913-a3df0b5ad258.html
Capital/Financing Update
Open in viewerOpens in your device viewer
Borr Drilling Limited - Early Tender Results for its Previously Announced Consent Solicitation and Tender Offer and Early Settlement Date
Borr Drilling Limited - Early Tender Results for its Previously Announced Consent Solicitation and Tender Offer and Early Settlement Date
Hamilton, Bermuda, June 9, 2026 - Borr Drilling Limited (NYSE and OSE: BORR)
("Borr Drilling" or the "Company") today announced the early tender results, as
of 5:00 p.m., New York City time, on June 8, 2026 (the "Early Tender/Consent
Deadline"), in respect of the previously announced offer by Borr IHC Limited,
its wholly-owned subsidiary (the "Issuer"), to purchase for cash (the "Tender
Offer") (i) any and all of its outstanding 10.000% Senior Secured Notes due 2028
(the "2028 Notes") and (ii) any and all of its outstanding 10.375% Senior
Secured Notes Due 2030 (the "2030 Notes" and, together with the 2028 Notes, the
"Notes"), and the related solicitation of consents (the "Consent Solicitation")
from Holders to vote in favor of certain proposed amendments (the "Proposed
Amendments") to the indenture dated November 7, 2023 (as amended or supplemented
from time to time, the "Existing Indenture"), in each case pursuant to the terms
and subject to the conditions set forth in the offer to purchase and consent
solicitation statement dated May 26, 2026 (as amended or supplemented from time
to time, the "Statement"). Capitalized terms used in this release but not
otherwise defined have the meaning given in the Statement.
On May 27, 2026, the Issuer priced an offering of $1,100,000,000 8.750% Senior
Secured Notes due 2032 and $935,000,000 9.000% Senior Secured Notes due 2034
(together, the "New Notes Offering") in connection with satisfaction of the
Financing Condition. The closing of the New Notes Offering is expected to occur
on June 10, 2026 and is subject to customary closing conditions.
Early Tender Results
The Withdrawal/Revocation Time and the Early Tender/Consent Deadline passed at
5:00 p.m., New York City time, on June 8, 2026.
The following table sets forth certain information regarding the Notes and the
Tender Offer, including the aggregate principal amount of Notes (and related
Consents) that were validly tendered and not validly withdrawn as of the Early
Tender Time according to Global Bondholder Services Corporation, the Tender
Agent and Information Agent for the Tender Offer:
[]
Notes CUSIP / ISIN Original Outstanding
Aggregate
Numbers Principal Amount Principal Amount Original
Issued
Principal
Amount
Tendered
[(1)]
10.000% Rule 144A: 100018 AA8 $1,380,696,000.00 $1,128,129,659.88
$1,324,402,000
Senior /US100018AA89Regulation
Secured
Notes S: G1467F AA1
Due / USG1467FAA15
2028
10.375% Rule 144A: 100018 AB6 $877,094,000.00 $770,650,554.20
$794,306,000
Senior / US100018AB62
Secured Regulation S: G1467F
Notes AB9 /
Due USG1467FAB97
2030
1. As of May 22, 2026. For the 2030 Notes, this reflects the initial
aggregate original principal amount of 2030 Notes adjusted to reflect
amortization in respect thereof. For the 2028 Notes, this reflects the initial
aggregate original principal amount of 2028 Notes adjusted to reflect
amortization in respect thereof.
The Company has received valid and unrevoked tenders (and related Consents) of
Notes representing 95.92% of the aggregate original principal amount of the 2028
Notes outstanding and 90.56% of the aggregate original principal amount of the
2030 Notes outstanding, representing 93.84% of the aggregate original principal
amount of the Notes outstanding. Holders can no longer validly withdraw tenders
of Notes (and revoke related delivered Consents) as the Withdrawal/Revocation
Time has passed.
In addition, pursuant to the terms of the Existing Indenture, as Holders of more
than 90% of the aggregate original principal amount of the outstanding 2028
Notes and Holders of more than 90% of the aggregate original principal amount of
the outstanding 2030 Notes have validly tendered and not withdrawn Notes in the
Tender Offer, the Issuer intends to redeem all remaining Notes of each such
series that remain outstanding (after giving effect to the purchase of tendered
Notes on the Early Settlement Date) at a redemption price equal to the price
offered to each tendering Holder (excluding any early tender or incentive fee)
plus, to the extent not included in the payment to tendering Holders, accrued
and unpaid interest, if any, to, but excluding, the date of such redemption. The
Issuer intends to issue a notice of redemption promptly on or after the Early
Settlement Date with an anticipated redemption date of such remaining Notes on
or promptly after the Final Settlement Date. However, there can be no assurance
that any Notes will be so redeemed. Nothing contained herein shall constitute a
notice of redemption for the Notes.
Because the Company received consents of Holders representing 93.84% of the
outstanding aggregate principal amount of the Notes, such Notes having been
validly tendered (and not validly withdrawn), on June 8, 2026, the Issuer and
BNY Mellon Corporate Trustee Services Limited, as trustee, and Wilmington Trust
(London) Limited, as security agent, among others, executed supplemental
indentures to the Existing Indenture (the "Supplemental Indentures"), which
implement the Increased Offer Proposed Amendments. The Increased Offer Proposed
Amendments will (i) remove substantially all of the covenants and other
obligations under the Indenture that can be removed with the consent of Holders
of a majority of the aggregate principal amount of the Notes then outstanding
and (ii) release all Liens in the Collateral securing the Notes and disapply
certain covenants relating to the Collateral.
The Supplemental Indentures will only become operative upon the Early Settlement
Date (as defined below) if the relevant settlement conditions (as described
under the caption "Conditions to Consummation of the Tender Offer and the
Consent Solicitation" contained in the Statement) are satisfied or waived.
On the Early Settlement Date (as defined below), Holders who validly tendered
their Notes (and related Consents) before the Early Tender/Consent Deadline are
eligible to receive:
i. for each $1,000 original principal amount of the 2028 Notes, an amount
determined in the manner described in the Statement by reference to the Fixed
Spread for the 2028 Notes specified on the front cover of the Statement over the
applicable Reference Yield based on the bid-side price of the applicable
Reference Security specified on the front cover of the Statement, and
ii. for each $1,000 original principal amount of the 2030 Notes, $1,060.00.
Holders may continue to tender their Notes (and thereby deliver Consents) until
5:00 p.m., New York City time, on June 24, 2026, in respect of the Tender Offer
and Consent Solicitation, unless extended or earlier terminated by the Issuer in
its sole discretion, subject to applicable law (the "Expiration Time"). Holders
who validly tender their Notes (and related Consents) after the Early
Tender/Consent Deadline but at or prior to the Expiration Time will not be
eligible to receive the Total Consideration, but will be eligible to receive the
Tender Offer Consideration on the Final Settlement Date (as defined in the
Statement).
The Tender Offer Consideration or the Total Consideration, as applicable, will
be multiplied by the applicable Factor (as defined in the Statement), which
reflects the partial amortization of the Notes.
Holders whose Notes are accepted for purchase pursuant to the Tender Offer will
also receive accrued and unpaid interest, multiplied by the applicable Factor
from the last interest payment date on such purchased Notes up to, but not
including, the applicable Settlement Date.
Important Dates and Times
Pursuant to the terms and conditions of the Statement, the Issuer has elected to
settle on June 10, 2026 the Notes tendered at or prior to the Early
Tender/Consent Deadline (the "Early Settlement Date").
The final settlement date will occur promptly following the Expiration Time and
is expected to be the second business day after the date on which the Expiration
Time occurs (the "Final Settlement Date"). The Issuer reserves the right in its
sole discretion, subject to applicable law, to (i) waive prior to the Expiration
Time any and all conditions to the Tender Offer; (ii) extend the Expiration
Time; (iii) amend the terms of the Tender Offer and Consent Solicitation in any
respect; or (iv) terminate, withdraw or otherwise decide not to proceed with the
Tender Offer and Consent Solicitation at any time prior to or at the Expiration
Time and not accept for purchase or payment any Notes not theretofore accepted
for purchase or payment.
The Issuer's obligations to accept for purchase and pay for Notes pursuant to
the Tender Offer and the Consent Solicitation is subject to the satisfaction of,
or where applicable, the Issuer's waiver of, the conditions set forth under
"Conditions to Consummation of the Tender Offer and the Consent Solicitation,"
including the Financing Condition, the Supplemental Indenture Condition, and the
General Conditions as described in the Statement.
Information Relating to the Tender Offer and the Consent Solicitation
The Company has engaged Citigroup Global Markets Inc is acting as the dealer
manager and solicitation agent for the Tender Offer and the Consent Solicitation
("Dealer Manager and Solicitation Agent"). Questions regarding the terms of the
Tender Offers and Consent Solicitations may be directed to Citigroup Global
Markets Inc. at +1 (212) 723-6106 (banks and brokers) or +1 (800) 558-3745 (toll
-free) or via email at [email protected]. Global Bondholder
Services Corporation is acting as (i) the Information Agent for the Tender Offer
and the Consent Solicitation, (ii) the Tender Agent for the Tender Offer and
(iii) the Tabulation Agent for the Consent Solicitation. Requests for copies of
the Statement should be directed to Global bondholder Services Corporation at +1
(212) 430- 3774 (banks and brokers) or +1 (855) 654-2014 (toll-free) or via
email at [email protected].
This press release is for information purposes only and does not constitute or
form part of an offer to sell or the solicitation of an offer to purchase or
subscribe for securities, nor will there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful. The
securities referred to herein have not been and will not be registered under the
Securities Act of 1933 or applicable state securities laws, and may not be
offered or sold in the United States or to U.S. persons (other than
distributors) unless such securities are registered under the Securities Act of
1933, or an exemption from the registration requirements of that act is
available.
About Borr Drilling Limited
Borr Drilling Limited is an international drilling contractor incorporated in
Bermuda in 2016 and listed on the New York Stock Exchange since July 31, 2019
and on Euronext Oslo Børs since May 21, 2026 under the ticker "BORR." The
Company owns and operates jack-up rigs of modern and high specification designs
and provides services focused on the shallow-water segment to the offshore oil
and gas industry worldwide. Please visit our website at www.borrdrilling.com.
Forward-Looking Statements
This press release and related discussions include forward-looking statements
made under the "safe harbor" provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements do not reflect
historical facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will", "ensure",
"likely", "aim", "plan", "guidance" and similar expressions and include
statements regarding the Tender Offer and Consent Solicitation, including
expected Early Settlement Date, the Financing Transaction and other non
-historical statements. Such forward-looking statements are subject to risks,
uncertainties, contingencies and other factors that could cause actual events to
differ materially from the expectations expressed or implied by the forward
-looking statements included herein, including risks related to the Tender Offer
and Consent Solicitation including risks relating to the terms and conditions of
the Tender Offer and the Financing Transaction and other risks and
uncertainties, including those described in our most recent annual report on
Form 20-F for the year ended December 31, 2025 and our other filings with the
Securities and Exchange Commission. Such risks, uncertainties, contingencies and
other factors could cause actual events to differ materially from the
expectations expressed or implied by the forward-looking statements included
herein. These forward-looking statements are made only as of the date of this
release. We do not undertake to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.
This information is subject to the disclosure requirements pursuant to Section 5
-12 of the Norwegian Securities Trading Act.
The Board of Directors
Borr Drilling Limited
Hamilton, Bermuda
Questions should be directed to: Magnus Vaaler, CFO, +44 1224 289208