Borr Drilling Ltd 6-K, filed Jan 25, 2023
Borr Drilling Ltd (BORR)
6-K
2023-01-25
For: 2023-01-24
View Original
Added on
July 04, 2026
About this 6-K
Borr Drilling Ltd filed this 6-K on January 25, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
January 24, 2023
Commission File Number 001-39007
Borr Drilling Limited
S. E. Pearman Building
2nd Floor 9 Par-la-Ville Road
Hamilton HM11
Bermuda
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Exhibits
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Press Release
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BORR DRILLING LIMITED
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Date: January 24, 2023
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By:
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/s/ Mi Hong Yoon
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Name:
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Mi Hong Yoon
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Title:
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Director
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Exhibit 99.1
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 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 1st 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 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.
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.