Borr Drilling Ltd 6-K, filed Apr 11, 2025
Borr Drilling Ltd (BORR)
6-K
2025-04-11
For: 2025-04-11
View Original
Added on
April 10, 2026
About this 6-K
Borr Drilling Ltd filed this 6-K on April 11, 2025.
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
April 11, 2025
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 Yes ☒ No ☐
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): ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On April 11, 2025, Borr Drilling Limited, an exempted company incorporated under the laws of Bermuda (the “Company”), filed a prospectus supplement to its automatic shelf registration statement on
Form F-3 (Registration No. 333-286490) covering the resale of up to 62,888,215 of the Company’s common stock, par value $0.10 per share (the “Prospectus Supplement”).
The Company is filing this Current Report on Form 6-K to provide a legal opinion of its counsel, Conyers Dill & Pearman LLP, regarding the legality of the securities covered by the Prospectus
Supplement, which opinion is attached hereto as Exhibit 5.1.
Exhibits 5.1 and 23.1 to this Report on Form 6-K are incorporated by reference into the Company's Registration Statement on Form F-3 (Registration No. 333-286490) filed with the Securities and
Exchange Commission on April 11, 2025.
Exhibits
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No.
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Description
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Opinion of Conyers Dill & Pearman LLP
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Consent of Conyers Dill & Pearman LLP (included in Exhibit 5.1)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 11, 2025
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Borr Drilling Limited
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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 5.1
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CONYERS DILL & PEARMAN LIMITED
Clarendon House, 2 Church Street
Hamilton HM 11, Bermuda
Mail: PO Box HM 666, Hamilton HM CX, Bermuda
T +1 441 295 1422
conyers.com
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11 April 2025
Matter No.: 1006822
+1 441 299 4954
Marcello.Ausenda@conyers.com
Borr Drilling Limited
S.E. Pearman Building
2nd floor, 9 Par-la-Ville Road
Hamilton HM 11
Bermuda
Dear Sir/Mesdame
Re: Borr Drilling Limited (the “Company”)
We have acted as special Bermuda legal counsel to the Company in connection with the filing of a prospectus supplement (the “Prospectus Supplement”) with the
U.S. Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(7) on or around 11 April 2025 to a registration statement on Form F-3 (such registration statement as amended and
supplemented from time to time), including the exhibits thereto (the “Registration Statement”) filed with the Commission on or around 11 April 2025, relating to the registration under the U.S. Securities Act
of 1933, as amended, (the “Securities Act”) of up to 62,888,215 common shares, par value US$0.10 each of the Company (the “Issued Shares”), to be sold by the selling
shareholders identified in the Prospectus Supplement (the “Selling Shareholders”) from time to time at prices determined by the Selling Shareholders at the time of sale.
1.
DOCUMENTS REVIEWED
For the purposes of giving this opinion, we have examined a copy of the Registration Statement and the Prospectus Supplement. We have also reviewed:
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copies of the memorandum of association and the bye-laws of the Company (together, the “Constitutional Documents”),
each certified by the Secretary of the Company on 10 April 2025;
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copies of minutes of a meeting of the Company’s directors held on 24 March 2025, certified by the Company on 10 April 2025 (the “Resolutions”); and
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| 1.3. |
such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.
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2.
ASSUMPTIONS
We have assumed:
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the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such
copies were taken;
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| 2.2. |
that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes
thereto have been marked or otherwise drawn to our attention;
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the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us;
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that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended;
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that the Constitutional Documents will not be amended in any manner that would affect the opinions expressed herein;
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that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein;
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that the Company’s shares will be listed on an appointed stock exchange, as defined in the Companies Act 1981, as amended (the “Companies Act”);
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| 2.8. |
that the applicable purchase, underwriting or similar agreement and any other agreement or other document relating to any Issued Shares will be valid and binding in accordance with its terms pursuant to its
governing law; and
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| 2.9. |
the capacity, power and authority of all parties other than the Company to enter into and perform their obligations under any and all documents entered into by such parties in connection with the Issued Shares,
and the due execution and delivery thereof by each party thereto.
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3.
QUALIFICATIONS
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The obligations of the Company in connection with the Issued Shares and any other agreement or document relating thereto:
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| (a) |
will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, merger, consolidation, moratorium,
bribery, corruption, money laundering, terrorist financing, proliferation financing or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors as well as applicable
international sanctions;
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| (b) |
will be subject to statutory limitation of the time within which proceedings may be brought;
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| (c) |
will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available;
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| (d) |
may not be given effect to by a Bermuda court if and to the extent they constitute the payment of an amount which is in the nature of a penalty; and
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may not be given effect by a Bermuda court to the extent that they are to be performed in a jurisdiction outside Bermuda and such performance would be illegal under the laws of that jurisdiction. Notwithstanding
any contractual submission to the exclusive or non-exclusive jurisdiction of specific courts, a Bermuda court has inherent discretion to stay or allow proceedings in the Bermuda courts.
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| 3.2. |
“Non-assessability” is not a legal concept under Bermuda law, but when we describe the Issued Shares herein as being “non-assessable” we mean, subject to any contrary provision in any agreement between the Company
and any one of its members holding any of the Issued Shares (but only with respect to such member), that no further sums are payable with respect to the issue of such shares and no member shall be bound by an alteration in the
Constitutional Documents after the date upon which it became a member if and so far as the alteration requires such member to take or subscribe for additional Issued Shares or in any way increases its liability to contribute to the share
capital of, or otherwise pay money to, the Company.
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| 3.3. |
We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and
is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for your benefit and use for the purposes of the filing of the Prospectus Supplement and the sale of the Issued Shares by the
Selling Shareholders as described in the Prospectus Supplement and is not to be relied upon by any other person, firm or entity or in respect of any other matter.
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4.
OPINIONS
On the basis of and subject to the foregoing we are of the opinion that:
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The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority under the Companies Act
1981, or to pay any Bermuda government fee or tax, which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).
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| 4.2. |
The Issued Shares are validly issued, fully paid and non-assessable.
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We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 6-K relating to the Issued Shares, which
is incorporated by reference in the Prospectus Supplement. We also consent to the references to our firm under the caption “Legal Matters” in the Prospectus Supplement forming a part of the Registration Statement. In giving such consent, we do not
hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission promulgated thereunder.
Yours faithfully,
/s/ Conyers Dill & Pearman Limited
Conyers Dill & Pearman Limited
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