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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.
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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.