Borr Drilling Ltd 6-K, filed Sep 23, 2020
Borr Drilling Ltd (BORR)
6-K
2020-09-23
For: 2020-09-22
View Original
Added on
April 10, 2026
About this 6-K
Borr Drilling Ltd filed this 6-K on September 23, 2020.
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
September 22, 2020
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 whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
| Yes ☐ | No ☒ |
If ‘‘Yes’’ is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Exhibits
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Press Release
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| 99.2 |
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: September 22, 2020
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By:
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/s/ Georgina Sousa
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Name:
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Georgina Sousa
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Title:
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Director
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Exhibit 99.1
Borr Drilling Limited – Market update
Borr Drilling Limited (the “Company”) (NYSE: BORR, OSE: BDRILL) is pleased to announce that it has reached agreement with the bank
syndicates and with Hayfin, who in sum provides USD595m in loan facilities, to extend their maturity to January 2023 and lower the minimum liquidity covenant to USD5m until maturity. The next step of the plan is to reach agreement with the yards
before year end 2020 to extend all remaining instalments and maturities under, the Company’s yard facilities to 2023 and beyond.
As part of the concessions reached with these lenders, the Company has committed to raise equity in order to improve the Company’s
liquidity profile and, at the Board’s discretion, use part of the proceeds to buy back some of its convertible bonds at a significant discount to par. This will strengthen the balance sheet ahead of possible industry consolidation.
The operational performance of the integrated well services in Mexico continues to progress well however payment delays have caused the
company to experience calls for working capital advances which have been larger than expected. With reference to the Q2 2020 report released by the Company on 28 August 2020, in which the Company announced a proposed payment plan from Pemex to the
Company’s integrated well services joint venture entities in Mexico, the Company is pleased to inform that, since the end of Q2 2020, these entities have received USD 103m in payments from Pemex which amounts to approximately 65% of the total
amount outstanding for work performed. This improvement in collections will positively impact the Company’s working capital situation, and together with the remaining payment for the work already performed, eventually allow distributions to the
Company.
“We are pleased to have found an agreement with the Company’s banks and Hayfin which together with the new equity, will improve the
liquidity in excess of USD700m over the next 2 years. We are confident that with this agreement and the continued support of the yards, we are creating a long-term solution, with low cash-breakeven for the coming years,” says Patrick Schorn, CEO of
Borr Drilling, in a comment.
For further details on our business and the contemplated transactions, including an updated working capital statement, the equity
offering and a discussion of Risk Factors we face, please refer to the presentation published today attached to this release and on our website: http://borrdrilling.com/presentations/
Hamilton, Bermuda
22 September 2020
FORWARD LOOKING STATEMENTS
This announcement includes forward looking statements. Forward looking statements are, typically, statements that do not reflect
historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions and include statements with respect to the payment plan of Pemex to our
integrated well service joint venture entities and the expectation that this will allow distributions to us, statements with respect to agreements with lenders and our plan to extend debt maturities and seek concessions from creditors, statements
with respect to our commitment to raise equity and our plan to repurchase convertible notes and other non-historical statements. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in
turn, upon further assumptions, which are, by their nature, uncertain and subject to significant known and unknown risks, contingencies and other factors which are difficult or impossible to predict and which are beyond our control. 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. Important factors that, in our view could cause actual
results to differ materially from those discussed in the forward looking statements include risks relating to our industry and business and liquidity, the risk of delays in payments to our integrated well service joint venture entities and
consequent payments to us, risks relating to our agreement with lenders including our ability to meet the conditions set forth herein for a maturity extension, our ability to meet our debt obligations and obligations under rig purchase contracts,
risks relating to our ability to meet our obligations as they fall due, risks relating to our liquidity requirements, risks relating to future financings including the risk that future financings may not be completed when required and future
equity financings will dilute shareholders and the risk that the foregoing would result in insufficient liquidity to continue our operations or to operate as a going concern and other risks factors set forth under “Risk Factors” in our filings with
the U.S. Securities and Exchange Commission.
Exhibit 99.2
Borr Drilling LimitedCreating Further Runway September 22, 2020
Building the best fleet in the industry… 2 Note (1): Paragon fleet prior to the transaction,
excluding non-core semi-sub (MSS1)NCW = Non-core, rigs NCS = Non-core, sold World-leading fleet 9 premium Jack-Ups 30 premium Jack-Ups 11 premium Jack-Ups 2 premium Jack-Ups Transocean 2 PPL Shipyard 3 Hercules
Offshore 1 Paragon Offshore1 4 2 premium
Jack-Ups 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 NCS Standard NCS Standard NCS Standard NCS Standard NCW Semi NCS Standard NCS Standard NCW Standard NCW Keppel
#2 5 5 premium Jack-Ups Dec. 2016 May 2017 Oct. 2017 Mar. 2018 May 2018 Today We acquired 64 rigs and disposed of 30 since December 2016 Standard NCS Hakuryu-15 6 1 premium Jack-Up Mar. 2019
Before COVID ….. We were on the way to recovery Increased Utilization and Day Rates Shale coming to a
grinding halt impacting US production Source: IHS Petrodata, EIA US Production in MBOPD # contracted Jack Up Rigs
The significance of Shallow Offshore Production 4 Sources of oil Production Shallow water
Offshore production at attractive break-even levelsTotal offshore production around 30m BOPD of which 17.5m from shallow waterNational Oil Companies are large players in Shallow water OffshoreNOC desire to increase production Source:
Rystad Break-even oil price (USD/bbl) Cumulative liquids production in 2020 (mmbbls/d) Shallow water – Jack-Up market 17.5m bbl/day of oil production
The Jack-Up fleet is old –30% above 30 years 5 Jack-Up market Average Jack Up demand through the
cycles in excess of 340 units1/3 of the Jack Ups over 30 years oldMore of the old units cold stackedSince 2016 reduced new build activity – capping influx for the next 3 years Higher tender specs and scrapping reducing total available
units 2010 – 2022259 rigs 2000 – 201096 rigs 1968 – 2000167 rigs 355 “modern” rigs Average demand 342 rigs # Jack-Ups contracted Source: IHS Petrodata
Modern Jack-Ups Gaining Market share 6 In flat to down market the modern Jack Ups are gaining
market shareMarketed utilization of the modern fleet currently at 84% The older units will increasingly fail tender specs – higher POB demand and offline capabilitiesThe older units are maintenance intensive and reactivation expensive
Source: IHS Petrodata Modern jack-up rig count Standard jack-up rig count # jack-ups contracted
Older rigs increasingly likely to be scrapped 7 198 rigs built before 2010 without contract
end-21 Surviving units not enough for a normalised market Source: IHS Petrodata.Only scrapping units built before 2010 without contract. Assumes 30% roll-over of existing contracts. Range of future supply
The big Jack-Up players today 8 Borr can play an active role 12x modern JUs9x JUs built after
2010In Chapter 11 30x modern JUs28x JUs built after 2010 20x modern JUs15x JUs built after 20101x legacy rigIn discussions with lenders 30x modern JUs16x JUs built after 201012x legacy rigsIn Chapter 11 9x modern JUs4x JUs built after
201028x legacy rigs 101 of 355 modern units – 28%142 of 522 total units – 27% Source: IHS Petrodata
Low cash-breakeven 9 Illustrative contribution per modern rig for cash break-even Based on 23
delivered modern rigs – excluding the 5 non-delivered Jack UpsCurrent market based on USD70k/day, at 95% utilisation and 4% revenue tax. Opex at USD50k/dayHistoric average based on USD140k/day at 95% utilisation and 4% revenue
tax SG&A/year USD25m Cash interest (21e) USD45m Stacking cost USD6k/day pr rig Current market Historic average Bareboat contribution USDk/day # rigs in operations Q4Contracted
Borr Drilling is vital for Pemex 10 Pemex production plan Production Pemex Source: Pemex Q2 result
presentation Borr Drilling’s JV Opex has delivered 6 wells into production to Pemex to date, with another 6 wells to commence shortly K bpd
Balance sheet with options… 11 Liability Size Security Depreciated value Loan vs
depreciated value Done so far Target Remaining capex $614m Extended 2x before Extension Convertible Bond $350m Unsecured Buying back at discount Extension &reduction of principal Keppel
$260m 3x KeppelB-Class $570m 46% Extension ofprincipal and PIK PPL $753m 9x PPL400 $1573m 48% PIK interest until 2022 Extension of principal and PIK Hayfin $195m 3x Super B-class $536m 36% Extension of
principal Bank $400m 8x ModernJack Ups $1,155m 35% Reduction min cashDeferred amortisation Extension of principal Depreciated value based on USD185m newbuilding cost, depreciated over 25 yearsDoes not include PIK interest or
back-end fees USD595m of maturities from bank syndicate and Hayfin extended into 2023Minimum cash requirement reduced to USD5m until 2023
Creating an extended runway 12 Current debt amortisation schedule New debt amortisation
schedule No scheduled debt amortisation before end 2022 Extending the Runway through conservative activation of our fleet evaluating new contracts on cash contributionEquity raises inline with capital needs of our operationCapital
requirements have and still are impacted by the payment delays in some of our Pemex and other contracts Overall balance sheet flexible however we will be opportunistic in lowering debt – including the buy back of convertible bonds at
attractive prices The graph above does not reflect the concessions that will be sought from the yards in Q4 2022 and later Targeting to postpone yard debt and commitments further Source: Borr Drilling
The Cash Flow Potential 13 EBITDA and EV/EBITDA implied pr Jack-Up in Borr Drilling Source: Borr
DrillingBased on $98 million EV pr rig, Assumes $50k/day in operating costs including SG&A $m in EBITDA per Jack-Up EV/EBITDA 15y average Peak
Borr Drilling Key Attributes 14 The world's largest fleet of new Jack-Ups – 28 rigs with average age
of 3 years Solid management team – expertise in integrated services Focus on shareholder value – Ability to access capital Flexible yard debt – low interest and no amortisation Bought assets at 50% discount to newbuilding costs Day-rate
required for cash-breakeven, at 50% utilization or 14 rigs, as low as USD70k/day
DISCLOSURES 15 . Investors should carefully consider the foregoing in connection with investment
decision.Prospectus Risk Factors and Working Capital StatementIn connection with this equity raise and the private placement completed in May, we will file a listing prospectus and it will contain risk factors and a working capital statement
along the following lines, subject to final approval of the Norwegian Financial Securities AuthorityRisk Factors“A brief summary of the key risks that are specific to the issuer is listed below.The jack-up drilling market historically has
been highly cyclical, with periods of low demand and/or over-supply that could result in adverse effects on our business.We may not realize our Total Contract Backlog.Our Joint Ventures may not make a profit, and we may receive further cash
calls from our Joint Ventures.As a result of our significant cash flow needs, we may be required to raise funds through the issuance of additional debt or equity, and in the event of lost or reduced market access, we may not be successful in
doing so.Down-cycles in the jack-up drilling industry and other factors may affect the market value of our jack-up rigs and the newbuild rigs we have agreed to purchase.We have identified a material weakness in our internal control over
financial reporting.We are exposed to the risk of default or material non-performance by customers.Future cash flows may be insufficient to meet our obligations under the terms of our Financing Arrangements.We incur activation costs, and may
incur cost-overruns, on our newbuild jack-up rigs, which we may not fully recoup from our customers or the shipyard, as applicable.Outbreaks of epidemic and pandemic diseases, such as the COVID-19 outbreak, and governmental responses thereto
have adversely affected, and could further adversely affect, our business.We rely on a limited number of customers and we are exposed to the risk of default or material non-performance by customers. Our information technology systems are
subject to cybersecurity risks and threats.The covenants in certain of our Financing Arrangements impose operating and financial restrictions on us.We face risks in connection with Financing Arrangements.Interest rate fluctuations could
affect our earnings and cash flow. “ Working Capital Statement“The Group is of the opinion that the working capital available to the Group is not sufficient for the Group’s present requirements, for the period covering at least 12 months
from the date of the Prospectus.Although the Company’s working capital forecast for the period covering the 12 months from the date of the Prospectus does not indicate a short fall in available liquidity, the funds available are expected to
reach a low point of only USD 5 million in December 2020, although the forecast shows cash building again to more than USD 31 million by the end of September 2021. Given the uncertainty in the global economy as a result of the COVID-19
pandemic and the impact that this has on our ability to reliably predict future operating performance, this level of headroom is not considered sufficient for the Company to reasonably conclude that the working capital available to the Group
is sufficient for the Group's present requirements for the period covering at least 12 months from the date of this Prospectus. Management and the Board are actively monitoring cash forecasts and have multiple options to manage cash
expenditure during the period. Management have a track record of raising incremental debt, new equity, new or amended facilities with Lenders, and selling assets for cash. In addition, new rig contracts or continuation of existing contracts,
if entered into, will increase operating cashflows and provide additional operating headroom, as would further cost reduction programs. Management are confident of being able to manage any short-term cash flow requirements through any
combination of the above, however there is no certainty that they will succeed. “ Bond RepurchaseWe intend to use approximately USD10m of the proceeds of the equity raise to buy back up to USD40m of our convertible bonds at a discount. The
syndicate banks and Hayfin have approved the proposed bond repurchase.We have notified Keppel and PPL of this process, including the bond repurchase, neither of whom have raised any concern or objection. They have expressed support and we
will start working with them on the requested concessions immediately after the equity raise is complete. Debt MaturityWe have reached agreement in principle with the syndicate of lenders who provide our USD100m and USD450m facilities as well
as Hayfin to extend the maturity until 31 January 2023. This consent is subject to satisfactory documentation and the following conditions :Gross proceeds of USD50m in new equity to be raised by 30 September 2020.Firm plan presented by Borr
and agreed with the lenders no later than 31 December 2020, in terms of next steps ("Phase 3") of capital structure remedies with a committed timeline.Agreement to be reached with all secured creditors (i.e. shipyard lenders) no later than 31
December 2020 to extend loan maturities, amortisations and yard capex in a similar manner as the banks and Hayfin.No instalments or repayments to any creditor (other than the bond repurchase described herein) until the facility maturity date
unless the banks and Hayfin are treated equally. Monthly information update, including progress on strategic initiatives associated with the “phase 3 plan” and a rolling monthly (12 month) liquidity forecast. Extension fee and margin step up,
which can be PIK'd to ensure no immediate cashflow impact.Potential sales process to be agreed for some inactive rigs.
16 DISCLOSURES - Continued Mexico BusinessOur integrated well service joint ventures in Mexico
(the “IWS JVs”) have experienced some delays in receiving payments from Pemex which has impacted our Mexico business. The Company is pleased to inform that, since the end of Q2 2020, these entities have received USD 90 million in payments
from Pemex. This improvement in collections will positively impact Borr Drilling’s working capital situation and is expected to eventually allow distributions to our subsidiaries.Some of these payments have been received through the factoring
arrangement with NAFINSA which our IWS JVs entered into earlier this year. Our ability to meet our liquidity requirements in the future is dependent on the continued payments to the IWS JVs on a timely basis and distributions from the IWS JVs
to us. Any significant delays in such payments could adversely impact our liquidity. Forward looking statements This presentation includes forward looking statements. Forward looking statements are, typically, statements that do not reflect
historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions and include expectations regarding industry trends including
activity levels in the jack-up rig industry, the global jack-up rig count, demand, scrapping and expected trends, trends in the shallow water offshore market, including utilization, expectations with respect to older units including scrapping
expectations and expected future supply and demand, breakeven, statements with respect to Pemex including well production and production plan, statements with respect to our capital structure and options and targets for our balance sheet,
debt amortization schedule, cash flow potential strategy and plans statements included in our Working Capital Statement, statements with respect to our Mexico Joint Venture, including expected payments from Pemex, expected funding needs and
ability to meet obligations, the agreement reached with our syndicate of banks and Hayfin and the conditions to those agreements, statements with respect to creating an extended runway including equity raises in line with capital needs, and
capital requirements being affected by delays from Pemex and other contracts, statements with respect the contemplated equity raise and intended use of proceeds including plan to use a portion of the proceeds to repurchase convertible bonds
and other non-historical statements. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions, including, without limitation, management’s examination
of historical and expected operating trends, data contained in our records and other data available from third parties and expectations about future performance of our business and future liquidity include expected future payments to our IWS
JVs and future equity raises in line with capital needs. Because these assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond our control, we cannot assure
you that we will achieve or accomplish these expectations, beliefs or projections. There are important factors that could cause our actual results, level of activity, performance, liquidity or achievements to differ materially from the
results, level of activity, performance or achievements expressed or implied by these forward-looking statements including risks relating to our industry and business and liquidity, the risk of delays in payments to our IWS JVs and consequent
payments to us, risks relating to our agreement with lenders including our ability to meet the conditions set forth herein for a maturity extension, our ability to meet our debt obligations and obligations under rig purchase contracts, risks
relating to our ability to meet our obligations as they fall due, risks relating to our liquidity requirements, risks relating to future financings including the risk that future financings may not be completed when required and future equity
financings will dilute shareholders and the risk that the foregoing would result in insufficient liquidity to continue our operations or to operate as a going concern and other risks factors set forth under “Risk Factors” in our filings with
the U.S. Securities and Exchange Commission. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results. Any forward-looking statements that we make in this
presentation speak only as of the date of such statements and we caution readers of this presentation not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to update or revise
any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. By receiving this Presentation recipients acknowledge that
they will be solely responsible for their own assessment of the Company and its shares as an investment and that they will conduct their own analysis and be solely responsible for forming their own view of the potential future performance of
the Company and its business.The distribution of this Presentation may, in certain jurisdictions, be restricted by law. Persons in possession of this Presentation are required to inform themselves about and to observe any such restrictions.
No action has been taken or will be taken in any jurisdiction by the Company or the managers that would permit the possession or distribution of any documents or any amendment or supplement thereto (including but not limited to this
Presentation) in any country or jurisdiction where specific action for that purpose is required.The contents of this Presentation shall not be construed as legal, business, or tax advice. Each reader of this Presentation should consult its
own legal, business or tax advisor as to legal, business or tax advice. If you are in doubt about the contents of this Presentation, you should consult your stockbroker, bank managers, lawyer, accountant, or other professional adviser.This
Presentation shall be governed by Norwegian law. Any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of the Norwegian courts with the Oslo City Court as legal venue. The securities referenced herein
have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption under that act.