Borr Drilling Ltd 6-K, filed Aug 9, 2022
Borr Drilling Ltd (BORR)
6-K
2022-08-09
For: 2022-08-09
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July 04, 2026
About this 6-K
Borr Drilling Ltd filed this 6-K on August 9, 2022.
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
August 9, 2022
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)
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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| 99.2 |
Q2 2022 Presentation |
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: August 9, 2022
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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 – Q2 2022 Presentation
Please find enclosed the presentation of Borr Drilling Limited’s second quarter 2022 results to be held on the webcast/conference call at 16:00 CET (10:00 AM New York time) on August 9, 2022.
In order to listen to the presentation, you may do one of the following:
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Webcast
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To pre-register for this call, please go to the following link:
https://www.netroadshow.com/events/login?show=3a96fbc8&confId=40112
You will receive your access details via email.
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Conference Call
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Dial in details, Participants:
Conference ID: 065033
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United Kingdom
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020 3936 2999
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United States
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1 646 664 1960
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All other locations
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+44 20 3936 2999
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Participants will be asked for their full name & Conference ID.
Replay Stream:
When the call is complete, participants can stream the replay of the call by clicking this link: https://www.netroadshow.com/events/login?show=3a96fbc8&confId=40112. Participants who have already registered for the call will be
navigated directly to the streaming replay player. All other participants will be required to register prior to accessing the replay.
Replay Expiration Date: Tuesday, September 06, 2022 11:59 PM BST
Exhibit 99.2
Q2 2022 presentation August 9, 2022 cover
FORWARD LOOKING STATEMENTS/ This presentation and related discussions includes forward looking statements, which may be identified by
words such as "continue", "estimate", "expect", "illustrative," "intends", "may", "project," "potential," "will" and similar expressions and include statements with respect to the proposed refinancing with certain of our lenders for which
binding term sheets or other agreements are expected to be concluded during August 2022, expected payments to our lenders, the expected terms and expected benefits of the refinancing and the binding agreements we expect to enter into with
lenders, including our expectation that the refinancing will contribute to a more solid financial position, and our plan to refinance our convertible bonds, including statements with respect to the high visibility on the refinancing of these
bonds, expected financial results, expected industry trends, including expected incremental earnings, asset sale or new debt, statements with respect to the LOI to sell three of our rigs under construction, statements about substantially
extended liquidity runway, statements with respect to the strong fundamentals drilling activity increase and quick paybacks, statements about the drilling market, including this market to be soon undersupplied, the shallow water drilling being
a true growth market, statements about the high profitable drilling industry, including illustrative internal rate of returns (IRR), modern rig demand, market and dayrates growth in shallow water drilling market, illustrative annual cash flow
potential, upside potential, statements in relation in connection with our fleet contract overview and other non-historical statements. These forward-looking statements are subject to 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, including the risk that we may not be able to refinance our indebtedness as it falls due, the risk that we
will not enter into binding term sheets or other agreements with all applicable lenders, including the risks that board approvals for the binding agreements or other agreements with our lenders are not obtained, the risk that we are unable to
obtain necessary consents from other creditors, or reach final agreements and execute definitive documentation with our creditors for the binding agreements and risks relating to the final terms of such agreements, risks relating to meeting
conditions to these agreements, including the payment requirements of these agreements, the risk that we will not consummate the proposed refinancing on expected terms or at all, risks relating to our liquidity including the risk that we may
have insufficient liquidity to fund our operations, risks relating to our business and industry including industry conditions, the risk that actual results will be lower than those anticipated, risks relating to cash flows from operations, the
risk that we may be unable to raise necessary funds through issuance of additional debt or equity or sale of assets and the risk that future equity issuances will dilute existing shareholders, risks relating to our debt instruments including
risks relating to our ability to comply with covenants and obtain any necessary waivers and the risk of cross defaults, risks relating to our ability to meet our debt obligations and obligations under rig purchase contracts, risks relating to
future performance including risks that upside potential and illustrative cash flow potential is not achieved, risks relating to industry supply and demand trends and rates and utilization, and other risks included in our filings with the
Securities and Exchange Commission including those set forth under “Risk Factors” in our annual report on Form 20-F for the year ended December 31, 2021. 2
MODERN FLEET AND GLOBAL PRESENCE FINANCIAL RESULTS ($ MILLION) 3 STRONG OPERATIONAL PERFORMANCE IN THE QUARTER Source: Company
data Rigs in Mexico operated through a joint venture Contracted Available Under Construction 28 Total Rig Fleet 3 20 5 5 6 3 3 3 1 2 5 (20.5) 37.8 15.6 37.0 (9.9) 65.5 28% 105.3 Revenue Opex EBITDA Free and
restricted Cash 58.3 21.4 55.6 82.0 Q1-22 Q2-22
KEY FINANCIALS Q2 2022 Revenues increased by $23.3 million primarily as a result of an increase in number of operational days for rigs
on charter in comparison to the prior quarter. Related party revenue (bareboat) form Mexico decreased by $1.1 million quarter on quarter. Rig operating and maintenance expenses increased by $9.9 million quarter on quarter primarily as a result
of an increase in the number of rigs on contract during the quarter. $3.6 million of the increase relates to the amortization of deferred mobilization and contract preparation costs. Impairment recognized in Q2 2022 relates to the impairment
of advance payments and capitalized interest on the newbuilding jack-up rigs “Tivar”, “Heidrun” and “Huldra” following an impairment review as a result of the Company entering into an LOI during the quarter to sell the three rigs. Other
non-operating income relates to income recognized during the quarter in connection with an amendment to a historical agreement to recycle the jack-up rig “Brage”. Income from equity method investments (Joint Ventures in Mexico) decreased by
$2.2 million Total financial expenses increased by $1.6 million primarily as a result of an increase in interest expenses, offset by interest income earned on funding provided to our JV’s. Adjusted EBITDA increased by $15.6 million or 73%
quarter on quarter. Cash decreased by $20.4 million in comparison to the prior quarter and is primarily driven by: Cash used in operations of $8.4 million which includes interest payments of $15.0 million; Cash used on jack-up additions of
$15.9 million and PPE of $0.4 million; Cash proceeds of $3.6 million from the sale of shares under the ATM program during the quarter; Cash proceeds of $0.7 million from the sale of fixed assets. INCOME STATEMENT COMMENTS Q2 2022 USDm Q2
2022 Q1 2022 Operating revenues 105.3 82.0 Gain on disposal 0.7 - Rig operating and maintenance expenses (65.5) (55.6) Impairment of non-current assets (124.4) - G&A (9.6) (9.2) Depreciation of non-current
assets (29.5) (29.5) Total operating expenses (229.0) (94.3) Operating loss (123.0) (12.3) Other non-operating income 2.0 - Income/(loss) from equity method investments (1.1) 1.1 Total financial expenses net (36.9)
(35.3) Net loss (165.3) (51.3) Adjusted EBITDA 37.0 21.4 Balance sheet (USDm) Q2 2022 Q1 2022 Total assets 2,991 3,113 Total liabilities 2,279 2,240 Total equity 712 873 Cash and cash equivalents 30 50 Restricted cash
(short-term and long-term) 8 8
EXTENDING SECURED DEBT MATURITIES TO 2025 Improving financial position and significantly extending debt maturities, reducing debt and
capital commitments by: 1) Bank facility of $311m to be replaced with two facilities with maturities in Jan 2025 and secured by eight rigs $150m facility secured by five rigs $107.5m back-stop facility secured by three rigs 2) Hayfin
facility extended to Jan 2025 Reduced by $30m from $197m to ~$167m (including capitalised interest) at extension, with a further reduction of $15m in Dec 2022 3) PPL extension of debt maturities to May 2025 $753.3 million principal amount
outstanding, in addition to $29.3m back-end fees payable at maturity PIK interest continuing to March 2023, thereafter cash interest Repayment (amortisation) of debt beginning in 2023, and repayment plan for capitalised interest Sale of
PPL rig Gyme by 15 November 20221 4) Sale of Keppel newbuilds Tivar, Huldra and Heidrun for a total consideration of $320m Total payment of $352.6m to Keppel, to settle all remaining obligations (incl. $329m of contractual instalments plus
previously accrued expenses for deferred delivery). The additional amount of $32.6m to the sale price is payable in three equal payments on delivery dates of each rig (Nov 2022, May and Jul 2023) Expected to reduce related activation capex by
estimated $45m Keppel delivery for two remaining newbuilds postponed to 2025 with financing remaining in place of $130m/each with maturity in 2029 5) Existing Keppel loan facilities remain with maturity in 2025/26 $350 million Convertible
bond expected to be refinanced ahead of maturity in May 2023 through a combination of cash flow from operations, asset sales, refinancing or equity Received term sheet proposal for a new $250m convertible bond Principal agreements have been
reached with the creditors, final agreements are still subject to the creditors boards' approvals and binding documentation and there is the potential for final terms to be different. Further details of the refinancing is disclosed in the Q2
2022 earnings report published by the Company 9 August 2022 5 These agreements are still subject to the creditors boards' approvals and binding documentation and there is the potential for final terms to be different. The agreements in
principle described above are subject to entry into binding term sheets or other binding agreements and certain other conditions, including the completion of an equity offering for proceeds for at least $150 million and binding documentation to
extend all maturities of our secured debt to at least 2025 and agreeing final long-form documentation.
DAYRATES INFLECTING 6 1 Delivered post-2000 Source: IHS Petrodata (underlying data), DNB Markets (further calculations), Clarksons
Platou Securities AS JACK-UP DAYRATES IMPROVING SIGNIFICANTLY Saudi increases rig count by >10 units Current increase from Saudi by >30 units Peak: $243k 3 Avg. 2006-2014: $175k 2 Recent fixture: $131k 1 Dayrates went from
$90k/day to $240k/day – oil price was $60-80/bbl 1
MARKET SOON TO BE UNDERSUPPLIED MODERN UTILISATION HEADING TO 95%… Source: IHS Petrodata, Company data, marketed rigs 1 Assuming 9
additional delivered rigs are contracted in the near-term and based on Company assessment of new builds expected to come to market within 24-36 months, in addition to 7 rigs under construction with future contracts 2 Assuming 9 delivered rigs
are contracted in the near-term, 5 rigs considered uncompetitive based on Company assessment including sanction tainted rigs, long term cold stacking, regionally stranded and uncompetitive designs, and 10 newbuilds delivered based on Company
assessment of newbuilds expected to come to market within 24-36 months, in addition to 7 rigs under construction with future contracts Current Nearing awards1 Sharply declining availability 7 … AND MODERN RIGS TO BE SHORT
SUPPLIED Demand end-22 Visible demand > supply Utilisation 100% 2
SHALLOW WATER DRILLING IS A GROWTH MARKET MIDDLE EAST – MAIN SOURCE OF GROWTH IN OIL PRODUCTION ALSO SIGNIFICANT POTENTIAL IN REST OF
THE WORLD 1 In Saudi Arabia Source: (Lhs) IHS Petrodata, Clarksons Platou Securities AS, RigLogix, Baker Hughes (Rhs) IC jack-up rig count - IHS Petrodata Region Peak Current vs. peak Peak year SE
Asia 71 42 -29 2013 Iran 30 10 -20 2014 Mexico 51 32 -19 2014 West Africa 26 10 -16 2012 NW Europe excl. Norway 37 25 -12 2015 Indian Ocean 39 35 -4 2016 Total 254 154 -100 8 US rig countLand rigs Saudi
Arabia, Qatar and UAE rig count Jack-ups Recently awarded1 Under tender1 150+ China rig count Jack-ups
FLEET CONTRACT OVERVIEW Notes: Data as of 9 August 2022 Tivar, Huldra, Heidrun and Gyme considered sold and not included in
available days Delivery of Vale and Var could be accelerated by Company (not considered in Open days above) 9
ILLUSTRATIVE ANNUAL CASH FLOW POTENTIAL1 1 This example is meant to be illustrative only and is not a projection or promise of future
performance; 2 Guidance end-2022, exckuding the rig Gyme which is assumed to be sold; 3 EBITDA and free cash flow are non-GAAP measures and are not intended to represent net income or cash flow from operations. EBITDA for this calculation is
derived from illustrative revenue less illustrative cost; 4 Illustrative free cash flow to equity is defined as illustrative EBITDA less illustrative interest cost, less expected debt amortisation in 2024, less Capex. Illustrative interest
costs assumed at $173m based on 12m LIBOR and a blended margin, debt amortisation assumed at $114m and Capex illustratively assumed at $1.1m per rig, including SPS cycle, and excluding any Capex for reactivation and contract preparations;*
Excludes 3 rigs under construction, which the Company has a binding LOI to sell 95% utilisation Opex of $50k/day per rig # of rigs Recent fixture $131k/day Average 2006-2014 $175k/day Peak $243k/day Contracted
rigs 20 $543m $849m $1,320m Warm stacked2 2 $54m $85m $132m Under construction 2* $54m $85m $132m G&A (1H 2022 annualised) -$38m -$38m -$38m Annual EBITDA3 $615m $981m $1,547m Pre-tax free cash flow to
equity4 $301m $667m $1,233m 10 1 2 3
ILLUSTRATIVE UPSIDE POTENTIAL1 $/SHARE BASED ON EV2/RIG EV/EBITDA ON DAYRATE ASSUMPTIONS3 1 This example is meant to be illustrative
only and is not a projection or promise of future performance or valuation of rigs. EV using market capitalisation per 5 August 2022 net debt per Q2 2022, and includes remaining newbuild capex of $294m 2 EV illustrates purchase price per
rig 3 Using the same dayrate, utilisation, opex and G&A assumptions as on previous page 4 Average known build cost of owned rigs in IHS Petrodata, excluding rigs planned divested, and illustratively adding $20m ready-to-drill
costs Source: IHS Petrodata Current implied Peak rate Current rates 11 Avg. 2006-2014 Avg. build cost Borr Drilling (ready to drill)4
ATTRACTIVE INVESTMENT OPPORTUNITY 12 ✓ Multi-year structural under-investment in the oil and gas market ✓ High asset utilization –
heading to 95% – in the sweet spot for rate expansion ✓ No new assets coming to the market – only 2.5% orderbook ✓ A company which is transforming to generating cash – current rates of $130k/day – opex $50k/day ✓ Firm capital discipline
and no growth plans – focus on shareholder returns including dividends from 2024
