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Borr Drilling Investor Presentation 2018

May 15, 2018

6241_rns_2018-05-15_55da2777-1d29-40e8-941c-169a6ca5b5d8.pdf

Investor Presentation

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Borr Drilling – Dynamic opportunists seizes the moment!

The "final" building blocks coming together – a unique company has been constructed in 17 months

Convertible bond issuance of USD350million

15 May 2018

Important information and disclaimer

This presentation (the "Presentation") has been prepared by Borr Drilling Limited (the "Company") and sets forth general background information about the Company's activities current as at the date hereof. Information in this Presentation, including forecast financial information, should not be considered as advice or a recommendation to investors or potential investors in relation to holding, purchasing or selling securities or other financial products or instruments and does not take into account your particular investment objectives, financial situation or needs. Before acting on any information you should consider the appropriateness of the information having regard to these matters, any relevant offer document and in particular, you should seek independent financial advice. All transactions in securities and financial product or instrument involve risks, such risks include (among others) the risk of adverse or unanticipated market, financial or political developments and, in international transactions, currency risk.

No representation, warranty, or undertaking, express or implied, is made by the Company, its affiliates or representatives, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein, for any purpose whatsoever. Neither the Company nor any of their advisors or representatives shall have any responsibility or liability whatsoever (for negligence or otherwise) for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection herewith. All information in this Presentation is subject to updating, revision, verification, correction, completion, amendment and may change materially and without notice. Neither the Company or its affiliates or agents undertake any obligation to provide the recipient with access to any additional information or to update this Presentation or any information or to correct any inaccuracies in any such information. The information contained in this Presentation should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect material developments which may occur after the date hereof.

Matters discussed in this Presentation and any materials distributed in connection herewith may constitute or include forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "continues", "should" and similar expressions. These forward-looking statements reflect the Company's beliefs, intentions and current expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth and strategies. Forward-looking statements include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; liquidity, capital resources and capital expenditures; economic outlook and industry trends; developments of the Company's markets; the impact of regulatory initiatives; and the strength of the Company's competitors. Forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in this Presentation are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in the Company's records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual results of operations, financial condition and liquidity of the Company or the industry to differ materially from those results expressed or implied in this Presentation by such forward-looking statements. No representation is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved and you are cautioned not to place any undue influence on any forward-looking statement.

This Presentation and the information contained herein does not constitute or form a part of, and should not be construed as, an offer for sale or subscription of or solicitation or invitation of any offer to subscribe for or purchase any securities of the Company and neither this Presentation nor anything contained herein shall form the basis of, or be relied on in connection with, any offer or commitment whatsoever. By reviewing this Presentation, you acknowledge that you will be solely responsible for your own assessment of the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company's business.

By reviewing this Presentation, you are deemed to have represented and agreed that you and any persons you represent are either (a) qualified institutional buyers (within the meaning of Rule 144A under the Securities Act), or (b) are located outside of the United States ("QIBs"). This Presentation is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" as defined in the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). In addition, in the United Kingdom, this Presentation is being distributed only to, and is directed only at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order") or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together as amended being referred to as "Relevant Persons"). This Presentation 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 European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this document relates is available only to Relevant Persons or Qualified Investors or will be engaged in only with Relevant Persons or Qualified Investors.

The information in this Presentation is given in confidence and the recipients of this Presentation should not base any behaviour in relation to qualifying investments or relevant products, as defined in the Financial Services and Markets Act 2000 ("FSMA") and the Code of Market Conduct, made pursuant to the FSMA, which would amount to market abuse for the purposes of the FSMA on the information in this Presentation until after the information has been made generally available. Nor should the recipient use the information in this Presentation in any way that would constitute "market abuse".

Neither this document nor any copy of it may be taken, released, published, transmitted or distributed, directly or indirectly, in or into the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese 4C Securities laws. This document is also not for publication, release or distribution in any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction nor should it be taken or transmitted into such jurisdiction and persons into whose possession this document comes should inform themselves about and observe any such relevant laws. No money, securities or other consideration is being solicited, and, if sent in response to this Presentation or the information contained herein, will not be accepted.

Acquiring five premium1 jack-ups at USD 144m per rig

Operating water depth Feet 400
Hook load capacity Lbs 1,500,000/2,000,000
Drilling package Type TBC
Variable load T 3,750
Accommodation #beds 120/150
Avg. original order price USDm 205-225

Five premium jack-ups Fleet consistency across the five new rigs

Proven design & drilling packages

All rigs are premium

Scalable crew training and logistics

Optimise inventories and supply chain

Uniform NOV equipment

Two rigs are Mexico compliant

Source: DNB Markets, IHS Petrodata

1: "Premium jack-ups" defined as rigs built after 2000, earlier built rigs defined as "standard jack-ups"

Transaction terms

Sources and uses Signed LOI for rig purchase
Numbers in USDm
Convertible capital to be raised
Mortgage backed bridge loan secured with Nordic Bank
{350}
200

An agreement for the acquisition of 5 premium jack-up rigs under
construction for a total consideration of USD 720m (USD 144m per
rig)
-
The transaction is conditional upon the Company raising the
required financing
Take-out financing secured 432
Upon closing of the transaction Borr
shall make an up-front payment
of USD 288m
Total
capital
raised
{982} -
The remaining amounts are payable at delivery of each rig

Borr has secured take-out financing for the remaining payment for
the 5x rig acquisition
Cash payment to ship yard 288 -
The financing is non-amortizing with five year tenor
Cash available for newbuildings {694} -
Libor
+ margin (attractive
terms)
-
The facility covers up to USD 432m

Borr will take delivery of one rig in Q4 2019, then one rig per quarter
thereafter
Newbuild commitments 2019 –
20201
432
Working capital / excess cash {262}
Borr has secured a USD200m bridge facility from DNB Bank at
attractive terms
-
2 years duration, non amortizing

We have spent the last 17 months building the leading jack-up drilling company World-leading fleet 9 premium jack-ups 29 premium jack-ups 11 premium jack-ups 2 premium jack-ups 1 Hercules Offshore 2 Transocean 3 PPL Shipyard Paragon Offshore 4 1 2 premium jack-ups Standard NC Standard NCS Standard NCS Standard NC Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCS Standard NCW Semi NCW Standard NCW Standard NCS Standard NCW Standard NCW 5 Newbuild deal 5 premium jack-ups

Note (1): Paragon fleet prior to the transaction, excluding non-core semi-sub (MSS1) Description:

NC = Non-core NCS = Non-core, sold NCW = Non-core, rigs with contract

Best assets acquired at rock-bottom prices

Source: DNB Markets, IHS Petrodata

Note (1): Jack-ups delivered ex yard in 2001 or later; listed owners only; Seadrill excl. Chinese newbuilds and non-consolidated entities

Significant balance sheet flexibility

Unencumbered assets Rig name Design Build year Broker value Atla F&G JU2000 2003 USD50m Balder F&G JU2000 2003 USD50m Odin KFELS Super B 2013 USD100m Ran KFLES Super A 2013 USD125m Mist KFELS Super B 2013 USD100m Saga KFELS Super B 2018 USD145m Skald KFELS Super B 2018 USD145m Tivar KFELS Super B 2020 USD145m Value unencumbered rigs USD860m

Significant market cap and attractive LTV

The youngest jack-up fleet in the industry

Source: Estimate based on Clarksons rig values

Low leverage

Proforma capital structure – before operations

Hercules; USD130m consideration Transocean; USD1,182m consideration, USD862m newbuild commitments, USD320m paid to Transocean, USD275m paid to Keppel FELS on closing, USD260m delivery financing secured PPL; USD1,255m consideration, USD1,255m newbuild commitments, USD502m paid to PPL on closing, USD752m delivery financing secured Paragon; USD232,5m consideration Deal #5; USD720m consideration, USD720m newbuild commitments, USD288m paid to yard on closing, USD432m delivery financing secured

Total debt repayment of 2 years based on average historical rates

Dayrate scenario Current
market
Avg. cash
break-even
for peers
Avg.
historical
10yrs
Avg.
historical
5yrs
Last 10 year
peak
Historical day rates USD/day 70,000 98,000 145,000 150,000 250,000
Earnings utilisation Pct. 98 % 98 % 98 % 98 % 98 %
Opex & G&A1 " 49,000 49,000 49,000 49,000 49,000
Number of rigs 29 29 29 29 29
P&L
Revenue USD
million
726 1,017 1,504 1,556 2,593
Opex " -487 -487 -487 -487 -487
G&A " -32 -32 -32 -32 -32
EBITDA " 207 498 985 1,037 2,075
Interest2 " -95 -95 -95 -95 -95
Tax1 " -29 -41 -60 -62 -104
Debt service ability " 83 362 830 880 1876

Key assumptions - 29 premium jack-ups in operation Payback in years for USD1.7bn net debt3

Source: DNB Markets (Dayrates per Company estimates)

Note (1): Illustrative - Assuming opex and G&A 25-30% below peers, using mid-range; 4% tax on revenue

Note (2): Assumed total debt of USD1.9bn at LIBOR (3m avg) + 300bps with no amortization

Note (3): Based on payback of USD1.7bn net debt

Strong support in the equity market – Schlumberger largest shareholder

Raised USD 1.9bn equity since December 2016 Strong investor base

Investor # shares held %
SCHLUMBERGER OILFIELD HOLDINGS 75,658,500 14.4%
EUROCLEAR BANK SA 65,241,885 12.4%
FOLKETRYGDFONDET 45,316,801 8.6%
EMR LLC 33,498,269 6.4%
DREW HOLDING LTD 23,819,900 4.5%
SKAGEN AS 20,887,981 4.0%
ARTEMIS INVESTMENT MGMT LTD 19,698,586 3.8%
IPMORGAN CHASE & CO 19,641,196 3.7%
GOLDMAN SACHS GROUP INC 18,653,954 3.6%
RASMUSSENGRUPPEN 17,071,440 3.3%
CLEARSTREAM BANKING SA 15,010,222 2.9%
UBON PARTNERS AS 11,126,800 2.1%
FRANKLIN RESOURCES 10,496,684 2.0%
BROWN BROTHERS HARRIMAN & CO 8,113,785 1.5%
FIL LIMITED 8,113,785 1.5%
BNP PARIBAS 7,674,084 1.5%
PRUDENTAL ASSURANCE 7,311,811 1.4%
VANGUARD GROUP 7,160,418 1.4%
NORDEA BANK AB 7,157,434 1.4%
MAGNI PARTNERS LTD 6,180,331 1.2%

Experienced board with significant shareholder alignment

The Borr lifecycle

Source: BORR / Bjørn Giaever & Fredrik Halvorsen

Significant optionality for convert holders

Share price performance for drillers from cycle trough to next peak1

Investing at the trough in historical cycles has generated significant returns

Source: DNB Markets, Bloomberg, FactSet

Note (1): Cycle periods based on drilling peers price index trough and to next peak: 1980s – 1986 to 1990, 1990s – 1992 to 1997, 2000s – 2002 to 2008

Structural age problem in the jack-up market

Rigs over 30 years likely to be scrapped – Rigs over 15 years likely to be excluded from tenders

Bringing old cold stacked rigs back to the market cost USD ~40-50m Hence Borr Drilling has proactively taken the decision to retire 26 rigs from the active jack-up drilling market

Source: Borr Drilling

Clear signs of market improvement – history gives good indication of upside

Source: DNB Markets, IHS Petrodata

Large market cap – strong balance sheet…

… great cash flow potential (payback of debt in years)2

Source: DNB Markets, IHS Petrodata, Bloomberg, FactSet

Note (1): Cycle periods based on drilling peers price index trough and to next peak: 1980s – 1986 to 1990, 1990s – 1992 to 1997, 2000s – 2002 to 2008 Note (2): See slide 9 for assumptions

The Company's business involves numerous risks. Investors should in particular consider the following:

  • There is no certainty that the Company's fleet can be satisfactory employed.
  • A negative turn in the demand for drilling services can depress the value of the Company's rigs.
  • A considerable number of the Company's rigs are currently stacked. Reactivating these will involve costs.
  • The Company is subject to numerous regulations, some of which can involve significant costs.
  • The Company will be subject to contractual counterparty risks.
  • The Company may, unless more of its fleet is employed in the medium to long term, need to raise more financing.
  • The Company is dependent on its commercial management team.