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
July 04, 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
|
Press Release
|
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.
|
|
BORR DRILLING LIMITED
|
|
|
Date: September 22, 2020
|
By:
|
/s/ Georgina
Sousa
|
|
|
Name:
|
Georgina Sousa
|
|
|
Title:
|
Director
|
Exhibit 99.1
BORR DRILLING LIMITED – CONTEMPLATED EQUITY OFFERING OF USD 40-50 MILLION
Hamilton, Bermuda, 22 September 2020
Borr Drilling Limited (“Borr” or the “Company”) (NYSE: “BORR”, OSE: “BDRILL”) is contemplating offering USD 40-50 million in new depository receipts (the "Offer
Shares"), representing the beneficial interests in the same number of the Company’s underlying common shares, each with a par value of USD 0.05, and each at a subscription price of USD 0.70 (the “Subscription Price”) (the “Equity Offering”).
Certain investors have pre-committed to subscribe for Offer Shares in the Equity Offering in the amount of approximately USD 30 million, of which individual members of
the Company’s Board of Directors (the “Board”) and the Company’s executive management have pre-committed for a total of USD 3 million.
The net proceeds from the Equity Offering will be used to strengthen the Company’s working capital and for general corporate purposes. The Company may also use part of
the proceeds to repurchase bonds under the Company’s USD 350 million convertible bond loan on term acceptable to the Board.
The application period opens today, on 22 September 2020, at 22:00 CET/4:00pm EST and ends at 08:00 CET/2.00am EST on 25 September 2020. The Company may, in its own
discretion, extend or shorten the application period at any time and for any reason.
Completion of the Equity Offering is subject to (i) the Board resolving to consummate the Equity Offering and allocate the Offer Shares; (ii) publication of a
prospectus approved by the Financial Supervisory Authority of Norway, relating to the listing of the Offer Shares and certain of the offer shares in the May private placement (hereinafter the “Listing Prospectus”); (iii) with respect to Tranche 2,
the approval by the SGM of the increase of the Company’s authorized share capital; and (iv) the Offer Shares, including the underlying new common shares, having been fully paid and legally issued. Each applicant acknowledges that the Equity
Offering may be cancelled if the conditions are not fulfilled. Tranche 1 may, in the Company’s discretion, be completed without Tranche 2.
Settlement of Tranche 1 of the Equity Offering is expected on or about 29 September 2020. Settlement of Tranche 2 of the Equity Offering is expected on or about 13
October 2020.
The Offer Shares, representing the beneficial interests in the same number of common shares in the Company, will only be listed on the Oslo Stock Exchange upon
issuance. No Offer Shares will be offered or sold to the public in the United States or in transactions on the NYSE.
Subject to completion of the Equity Offering, Board approval, and the prevailing market price of the Company’s depository receipts, the Company intends to carry out a
subsequent offering of new depository receipts in the Company (the “Subsequent Offering”). The Subsequent Offering will, on the basis of an offering- and listing prospectus (the “Offering Prospectus”) to be approved by the Norwegian Financial
Supervisory Authority, and subject to shareholder approval at the SGM, be directed towards holders of OSE depository receipts who: (i) hold OSE depository receipts as per the end of trading on 22 September 2020, as registered in VPS as of 24
September 2020, (ii) are not allocated Offer Shares in the Equity Offering, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing,
registration or similar action (the “Eligible Shareholders”). The Eligible Shareholders will be granted non-transferable subscription rights. The subscription period in the Subsequent Offering is expected to commence following publication of the
Offering Prospectus, estimated in end October 2020. The subscription price in the Subsequent Offering will correspond with the Subscription Price in the Private Placement. Investors allocated Offer Shares in the Equity Offering will not be given
the right to participate in a Subsequent Offering.
The securities offered in the Equity Offering and any Subsequent Offering 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 applicable exemption from registration requirements.
Forward looking statements
This press release includes forward looking statements, which do not reflect historical facts and may be identified by words such as “may”,
“expect”, “may”, “will” and similar expressions and include statements relating to the contemplated Equity Offering including the conditions to the offering, pre-commitments to subscribe for Offer Shares and the intended use of the net proceeds of
the Equity Offering and the Subsequent Offering. Such 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 risks related to the Company’s ability to complete the contemplated Equity Offering on contemplated terms or at all including whether the conditions to the offering will be satisfied and the
use of the proceeds and other factors described in the section entitled “Risk Factors” in our filings with the Securities and Exchange Commission. 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. These forward-looking statements are made only as of the date of this release. We do not undertake to update or revise the forward-looking
statements, whether as a result of new information, future events or otherwise.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
2