AI assistant
Borr Drilling — Capital/Financing Update 2026
Jun 9, 2026
6241_rns_2026-06-09_7a8360f8-5605-4a13-8200-b7e9ce59d5e6.html
Capital/Financing Update
Open in viewerOpens in your device viewer
Borr Drilling Limited - Pricing Terms for its Previously Announced Consent Solicitation and Tender Offer for its Senior Secured Notes due 2028
Borr Drilling Limited - Pricing Terms for its Previously Announced Consent Solicitation and Tender Offer for its Senior Secured Notes due 2028
Hamilton, Bermuda, June 9, 2026 - Borr Drilling Limited (NYSE and OSE: BORR)
("Borr Drilling" or the "Company") today announced the pricing terms of its
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 (together
with the 2028 Notes, the "Notes"), and the related solicitation of consents (the
"Consent Solicitation"), 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.
The table below indicates, among other things, the Total Consideration for each
$1,000 original principal amount of the 2028 Notes validly tendered at or prior
to 5:00 p.m., New York City time, on June 8, 2026, as calculated at 10:00 a.m.
(New York City time) today, June 9, 2026 (the "Price Determination Date") in
accordance with the terms of the Statement:
[][][][]
Notes CUSIP / ISIN Original Outstanding Factor
U.S. Blomberg Fixed Total
Numbers Principal Amount Principal Amount
Treasury Reference Spread Consideration
Issued
Reference Page
Security
[(1)] [(2)]
[(2)(3)(4)]
10.000% Rule 144A: 100018 AA8 $1,380,696,000.00 $1,128,129,659.88
0.81707317 2.000% FIT3 +50 $1,048.36[(5)]
Senior /
UST due
Secured US100018AA89Regulation
November
NotesDue S: G1467F AA1
15,
2028 / USG1467FAA15
2026
1. As of May 22, 2026. This reflects an aggregate original principal amount of
2028 Notes adjusted to reflect amortization in respect thereof.
2. The factor is a number that represents a fraction (expressed as a decimal
rounded to 8 decimal digits) the numerator of which represents the unpaid
principal amount of such series of securities and the denominator which
represents the initial principal amount outstanding of such series of securities
(the "Factor"). The Total Consideration will be the amount set forth in the
table above multiplied by the applicable Factor, which reflects the partial
amortization of the 2028 Notes.
3. For each $1,000 original principal amount of 2028 Notes validly tendered and
accepted for purchase and with respect to which the applicable Holder has
provided its Consent. The Early Tender Payment includes a Consent Payment of
$2.50 for each $1,000 original principal amount of 2028 Notes. Holders that
validly tender their 2028 Notes and thereby deliver their Consents at or prior
to the Early Tender/Consent Deadline (and do not validly withdraw such 2028
Notes and therefore do not validly revoke the related Consents) will be eligible
to receive the Consent Payment of $2.50 per $1,000 original principal amount of
2028 Notes in respect of such 2028 Notes.
4. Excludes Accrued Interest, which will be paid in addition to the Total
Consideration.
5. The Total Consideration for the 2028 Notes validly tendered has been
determined in the manner described in the Statement by reference to the fixed
spread (the "Fixed Spread") specified above plus the yield (the "Reference
Yield") based on the bid-side price of the U.S. Treasury Reference Security
specified above (the "Reference Security") as quoted on the Bloomberg Bond
Trader FIT3 series of pages (the "Reference Page") as of the Price Determination
Date, which includes the Early Tender Payment (including the Consent Payment).
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").
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 settlement dates, 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 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